Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 5)
Under the Securities Exchange Act of 1934
ALJ REGIONAL HOLDINGS, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
001627108
(CUSIP Number)
Jess M. Ravich
c/o ALJ Regional Holdings, Inc.
c/o ALJ Regional Holdings, Inc.
244 Madison Avenue, PMB #358
New York, NY 10016
Telephone: (212) 883-0083
New York, NY 10016
Telephone: (212) 883-0083
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Authorized to Receive Notices and Communications)
July 30, 2019
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of
this Schedule 13D, and is filing this schedule because of § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all
exhibits. See § 240.13d-7(b) for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with
respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of
Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
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CUSIP No. 001627108
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1
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NAME OF REPORTING PERSONS
Jess M. Ravich
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
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(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
PF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
16,757,567
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER
16,757,567
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,757,567
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.0%1
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14
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TYPE OF REPORTING PERSON (See Instructions)
IN
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1 This percentage is calculated based upon 41,921,299 shares of the Issuer’s common stock issued and outstanding as of the date hereof.
Explanatory Note: The Reporting Person is filing this Amendment No. 5 relating to
the Statement of Beneficial Ownership on Schedule 13D, as filed with the Securities and Exchange Commission (the “Commission”) on October 26, 2017, as amended by the Amendment No. 1 to the Statement of Beneficial Ownership on Schedule 13D, as filed
with the Commission on February 26, 2018, by the Amendment No. 2 to the Statement of Beneficial Ownership on Schedule 13D, as filed with the Commission on March 19, 2018, by the Amendment No. 3 to the Statement of Beneficial Ownership on Schedule
13D, as filed with the Commission on June 18, 2018, and by the Amendment No. 4 to the Statement of Beneficial Ownership on Schedule 13D, as filed with the Commission on August 21, 2018 (as amended, the “Schedule 13D”). Capitalized terms used but
not defined herein shall have the meanings given to them in the Schedule 13D.
| Item 3. |
Source and Amount of Funds or Other Consideration
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The information in this Item
3 is amended and restated as follows:
“The Shares reported herein
as being beneficially owned by Ravich was purchased using personal funds.
On February 20, 2018, Ravich
purchased 300,000 Shares in open market transactions for an aggregate purchase price of $676,320 at an average price per Share of $2.2544.
On March 15, 2018, Ravich
purchased 67,716 Shares in open market transactions for an aggregate purchase price of $141,221.72 at an average price per Share of $2.0855. On March 16, 2018, Ravich purchased 5,105 Shares in open market transactions for an aggregate purchase
price of $10,948.69 at an average price per Share of $2.1447.
On June 13, 2018, Ravich
purchased 110,100 Shares in open market transactions for an aggregate purchase price of $169,135.62 at an average price per Share of $1.5362. On June 14, 2018, Ravich purchased 20,000 Shares in open market transactions for an aggregate purchase
price of $31,778 at an average price per Share of $1.5889.
On August 17, 2018, Ravich
received 109,223 Shares from the Company as compensation for services provided as the Company’s Executive Chairman.
On February 15, 2019, Ravich
purchased 54,475 Shares in open market transactions for an aggregate share price of $96,769.39 at an average price per Share of $1.7764. On February 19, 2019, Ravich purchased 21,233 Shares in open market transactions for an aggregate purchase
price of $39,247.08 at an average purchase price per Share of $1.8484. On February 20, 2019, Ravich purchased 77,060 Shares in open market transactions for an aggregate purchase price of $142,391.47 at an average purchase price per Share of
$1.8478. On February 25, 2019, Ravich purchased 1,749 Shares in open market transactions for an aggregate purchase price of $3,313.13 at an average purchase price per Share of $1.8943. On February 26, 2019, Ravich purchased 20,160 Shares in
open market transactions for a
n aggregate purchase price of $39,975.26 at an average purchase price per Share of $1.9829.
On July 30, 2019, Ravich
purchased an aggregate of 1,560,000 Shares in a private placement offering by the Company of its common stock for an aggregate purchase price of $2,808,000 at a purchase price per Share of $1.80. In connection with such private placement
offering, Ravich also received warrants to purchase an aggregate of 519,480 Shares at an exercise price of $1.80 with two year terms.”
| Item 4. |
Purpose of Transaction
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The information in this Item
4 is amended and restated as follows:
“This Schedule 13D is being filed because the number of Shares beneficially owned by Ravich, including options vesting within the
immediately following 60 days, totaled 5% or greater ownership interest in the Issuer as of October 26, 2017. On such date, Ravich acquired a restricted stock grant of Shares as compensation for services as Executive Chairman of the Issuer.
On February 20, 2018, Ravich
purchased 300,000 Shares in open market transactions for an aggregate purchase price of $676,320 at an average price per Share of $2.2544.
On March 15, 2018, Ravich
purchased 67,716 Shares in open market transactions for an aggregate purchase price of $141,221.72 at an average price per Share of $2.0855. On March 16, 2018, Ravich purchased 5,105 Shares in open market transactions for an aggregate purchase
price of $10,948.69 at an average price per Share of $2.1447.
On June 13, 2018, Ravich
purchased 110,100 Shares in open market transactions for an aggregate purchase price of $169,135.62 at an average price per Share of $1.5362. On June 14, 2018, Ravich purchased 20,000 Shares in open market transactions for an aggregate purchase
price of $31,778 at an average price per Share of $1.5889.
On August 17, 2018, Ravich
received 109,223 Shares from the Company as compensation for services provided as the Company’s Executive Chairman.
On February 15, 2019, Ravich
purchased 54,475 Shares in open market transactions for an aggregate share price of $96,769.39 at an average price per Share of $1.7764. On February 19, 2019, Ravich purchased 21,233 Shares in open market transactions for an aggregate purchase
price of $39,247.08 at an average purchase price per Share of $1.8484. On February 20, 2019, Ravich purchased 77,060 Shares in open market transactions for an aggregate purchase price of $142,391.47 at an average purchase price per Share of
$1.8478. On February 25, 2019, Ravich purchased 1,749 Shares in open market transactions for an aggregate purchase price of $3,313.13 at an average purchase price per Share of $1.8943. On February 26, 2019, Ravich purchased 20,160 Shares in
open market transactions for an aggregate purchase price of $39,975.26 at an average purchase price per Share of $1.9829.
On July 30, 2019, Ravich
purchased an aggregate of 1,560,000 Shares in a private placement offering by the Company of its common stock for an aggregate purchase price of $2,808,000 at a purchase price per Share of $1.80. In connection with such private placement
offering, Ravich also received warrants to purchase an aggregate of 519,480 Shares at an exercise price of $1.80 with two year terms.”
The information supplied in this Schedule 13D is provided as of August 1, 2019.
Except as set forth in this Item 4, the reporting person has no plans or proposals that relate to or would result in any of the
actions specified in clauses (a) through (j) of Item 4 of Schedule 13D.”
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is
true, complete and correct.
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Dated: August 1, 2019
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By:
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/s/ Jess M. Ravich
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Name: Jess M. Ravich
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