Statement of Changes in Beneficial Ownership (4)
14 Junio 2023 - 3:25PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Maran Capital Management, LLC |
2. Issuer Name and Ticker or Trading Symbol
Scott's Liquid Gold - Inc.
[
SLGD
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
250 FILLMORE STREET, SUITE 150 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/12/2023 |
(Street)
DENVER, CO 80206 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock, par value $0.10 per share (1) | 6/12/2023 | | P | | 2730013 | A | $0.33 | 3510083 | I | By Maran Partners Fund, LP (2) |
Common Stock, par value $0.10 per share (1) | | | | | | | | 100000 | I | By Daniel J. Roller (3) |
Common Stock, par value $0.10 per share (1) | | | | | | | | 840000 | I | By Maran SPV, LP (4) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
(1) | This Form 4 is filed jointly by Maran Partners Fund, LP ("Maran Partners LP"), Maran Partners GP, LLC ("Maran Partners GP"), Maran SPV, LP ("Maran SPV"), Maran SPV GP, LLC ("Maran SPV GP"), Maran Capital Management, LLC ("Maran Capital Management")and Daniel J. Roller (collectively, the "Reporting Persons"). Each of the Reporting Persons is a member of a Section 13(d) group that collectively owns more than 10% of the Issuer's outstanding shares of Common Stock, par value $0.10 per share. Additionally, Mr. Roller
is a director of the Issuer. |
(2) | Securities owned directly by Maran Partners LP. As the general partner of Maran Partners LP, Maran Partners GP may be deemed to beneficially own the securities owned directly by Maran Partners LP. As the investment manager of Maran Partners LP, Maran Capital Management may be deemed to beneficially own the securities owned directly by Maran Partners LP. As the sole managing member of each of Maran Capital Management and Maran Partners GP, Mr. Roller may be deemed to beneficially own the securities owned directly by Maran Partners LP. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. |
(3) | These shares are owned directly by Daniel J. Roller. |
(4) | Securities owned directly by Maran SPV. As the general partner of Maran SPV, Maran SPV GP may be deemed to beneficially own the securities owned directly by Maran SPV. As the investment manager of Maran SPV, Maran Capital Management may be deemed to beneficially own the securities owned directly by Maran SPV. As the sole managing member of each of Maran Capital Management and Maran SPV GP, Mr. Roller may be deemed to beneficially own the securities owned directly by Maran SPV. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Maran Capital Management, LLC 250 FILLMORE STREET SUITE 150 DENVER, CO 80206 |
| X |
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Maran Partners Fund, LP 250 FILLMORE STREET SUITE 150 DENVER, CO 80206 |
| X |
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Maran Partners GP, LLC 250 FILLMORE STREET SUITE 150 DENVER, CO 80206 |
| X |
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Maran SPV, LP 250 FILLMORE STREET SUITE 150 DENVER, CO 80206 |
| X |
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Maran SPV GP, LLC 250 FILLMORE STREET SUITE 150 DENVER, CO 80206 |
| X |
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Roller Daniel J 250 FILLMORE STREET SUITE 150 DENVER, CO 80206 | X | X |
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Signatures
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Maran Capital Management, LLC, By: /s/ Daniel J. Roller, Managing Member | | 6/14/2023 |
**Signature of Reporting Person | Date |
Maran Partners Fund, LP, By: /s/ Daniel J. Roller, Managing Member | | 6/14/2023 |
**Signature of Reporting Person | Date |
Maran Partners GP, LLC, By: /s/ Daniel J. Roller, Managing Member | | 6/14/2023 |
**Signature of Reporting Person | Date |
Maran SPV, LP, By: Maran SPV GP, LLC, By: /s/ Daniel J. Roller, Managing Member | | 6/14/2023 |
**Signature of Reporting Person | Date |
Maran SPV GP, LLC, By: /s/ Daniel J. Roller, Managing Member | | 6/14/2023 |
**Signature of Reporting Person | Date |
/s/ Daniel J. Roller | | 6/14/2023 |
**Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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