Sec Form 13G Filing - Hillair Capital Investments LP filing for SAFE & GREEN HOLDINGS CORP. (SGBX) - 2018-08-21

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No.   )*

 

 

SG Blocks, Inc.

(Name of Issuer)

 

Common Stock, $0.01 par value per share

(Title of Class of Securities)

 

78418A 307

(CUSIP Number)

 

August 2, 2018

(Date of event which requires filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

 

* 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 the disclosures provided in a prior cover page.

 

The information required in 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 (the “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).

 

(Continued on following pages)

(Page 1 of 8 Pages)

 

 

1.	NAME OF REPORTING PERSON Hillair Capital Investments L.P.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) x
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION: Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5.	SOLE VOTING POWER None.
	6.	SHARED VOTING POWER 644,857 **
	7.	SOLE DISPOSITIVE POWER None.
	8.	SHARED DISPOSITIVE POWER 644,857 **

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 644,857 **
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 15.1% **
12.	TYPE OF REPORTING PERSON: PN

 

** See Item 4

 

 

1.	NAME OF REPORTING PERSON Hillair Capital Management LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) x
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5.	SOLE VOTING POWER None.
	6.	SHARED VOTING POWER 644,857 **
	7.	SOLE DISPOSITIVE POWER None.
	8.	SHARED DISPOSITIVE POWER 644,857 **

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 644,857 **
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 15.1% **
12.	TYPE OF REPORTING PERSON: OO

 

** See Item 4

 

 

1.	NAME OF REPORTING PERSON Sean M. McAvoy
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) x
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION: United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5.	SOLE VOTING POWER None.
	6.	SHARED VOTING POWER 644,857 **
	7.	SOLE DISPOSITIVE POWER None.
	8.	SHARED DISPOSITIVE POWER 644,857 **

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 644,857 **
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 15.1% **
12.	TYPE OF REPORTING PERSON: IN

 

** See Item 4

 

 

Preliminary Statement

 

Pursuant to Rule 13d-1(h) of Regulation 13D-G of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended, the Reporting Persons hereby again report on Schedule 13G their beneficial ownership of the securities of SG Blocks, Inc. (the “Issuer”). The Reporting Persons: (i) originally reported their beneficial ownership on Schedule 13G, filed on June 17, 2013; (ii) amended such Schedule 13G by reporting their beneficial ownership on Schedule 13D, filed on July 18, 2016, as amended by Amendment No. 1, filed on August 29, 2017, and Amendment No. 2, filed on December 29, 2017; and (iii) by filing this Schedule 13G, do hereby amend their Schedule 13D to cease reporting on Schedule 13D their beneficial ownership of the Issuer’s securities. On August 2, 2018, Sean M. McAvoy resigned from the Issuer’s Board of Directors. As stated in Item 10 below, the securities reported by the Reporting Persons on this schedule are not now held for the purpose of or with the effect of changing or influencing the control of the Issuer of the securities and are not now held in connection with or as a participant in any transaction having that purpose or effect. However, the certification made in Item 10 does not apply to the Reporting Persons’ acquisition of those securities purchased, if any, while it was a Schedule 13D filer.

 

Item 1(a).	Name of Issuer.
	SG Blocks, Inc.
Item 1(b).	Address of Issuer’s Principal Executive Offices.
	195 Montague Street, 14th Floor, Brooklyn, NY 11201
Item 2(a).	Names of Person Filing.
	The persons filing this statement are Hillair Capital Investments L.P. (“Hillair Investment”), Hillair Capital Management LLC (“Hillair Management”), and Sean M. McAvoy (“Mr. McAvoy” and, collectively with Hillair Investment and Hillair Management, the “Reporting Persons” and, each, a “Reporting Person”).

 

Item 2(b).	Address of Principal Business Office, or if none, Residence.
	The address of the principal office of each Reporting Person is c/o Hillair Capital Management LLC, 345 Lorton Ave., Suite 303, Burlingame, CA 94010.
Item 2(c).	Citizenship.
	Hillair Investment is a Cayman Islands exempt limited partnership. Hillair Management is a Delaware limited liability company. Mr. McAvoy is an individual and citizen of the United States of America.
Item 2(d).	Title of Class of Securities.
	Common Stock, par value $0.01 per share (the “Common Stock”)

 

  

Item 2(e).	CUSIP Number.
	78418A 307
Item 3.	If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b), check whether the person filing is a:
	Not applicable.
Item 4.	Ownership.

 

Each of the Reporting Persons may be deemed to be the beneficial owner of 644,857 shares of Common Stock as of the date hereof. The 644,857 shares of Common Stock beneficially owned by each of the Reporting Persons include (i) 622,726 shares of Common Stock beneficially owned by each of the Reporting Persons and (ii) options to purchase 22,131 shares of Common Stock beneficially owned by each of the Reporting Persons.

 

Hillair Management is the investment advisor to Hillair Investment. By virtue of such relationship, Hillair Management may be deemed to have dispositive power over the shares owned by Hillair Investment. Hillair Management disclaims beneficial ownership of such shares. Mr. McAvoy is the manager of Hillair Management. By virtue of such relationship, Mr. McAvoy may be deemed to have dispositive power over the shares owned by Hillair Investment. Mr. McAvoy disclaims beneficial ownership of such shares.

 

Accordingly, for the purpose of this Statement:

 

(a)

Amount beneficially owned by each of the Reporting Persons: 644,857 shares of Common Stock of the Issuer.

 

(b)

Percent of Class: each of the Reporting Persons beneficially hold 15.1% of the Issuer’s issued and outstanding Common Stock (based on 4,260,041 shares of Common Stock issued and outstanding, as stated by the Issuer in its most recent Quarterly Report on Form 10-Q filed with the Commission on August 14, 2018).

 

(c)

Number of shares as to which each of the Reporting Persons have:

(i)

Sole power to direct the vote: None.

(ii)

Shared power to vote or to direct the vote: 644,857

(iii)

Sole power to dispose or direct the disposition of the Common Stock: None.

(iv)

Shared power to dispose or direct the disposition of the Common Stock: 644,857

 

 

Item 5.	Ownership of Five Percent or Less of a Class.
	Not applicable.
Item 6.	Ownership of More than Five Percent on Behalf of Another Person.
	Not applicable.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not applicable.
Item 8.	Identification and Classification of Members of the Group.
	Not applicable.
Item 9.	Notice of Dissolution of Group.
	Not applicable.
Item 10.	Certification.
	By signing below the undersigned certify that, to the best of their knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

 

EXHIBITS

 

99.1	Joint Filing Agreement, dated the date hereof, among the Reporting Persons.

 

 

SIGNATURES

 

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.

 

	August 21, 2018
	(Date)
	Hillair Capital Investments L.P.
	By:	/s/ Sean M. McAvoy
		Name:	Sean M. McAvoy
		Title:	Authorized Signatory
	Hillair Capital Management LLC*
	By:	/s/ Sean M. McAvoy
		Name:	Sean M. McAvoy
		Title:	Authorized Signatory
	/s/ Sean M. McAvoy*
	Sean M. McAvoy

 

*This Reporting Person disclaims beneficial ownership over the securities reported herein except to the extent of its pecuniary interest therein.