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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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities and Exchange Act of 1934
(Amendment No. 3)*
RadNet, Inc.
(Name of Issuer)
Common Stock, $.0001 Par Value Per Share
(Title of Class of Securities)
750491 10 2
(CUSIP Number)
JB Capital Partners LP
5 Evan Place
Armonk, NY 10504
(646) 442-6701
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
July 30, 2021
(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 Rule 13d-1(e), 13d-1(f) or 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 13d-7 for other parties to whom copies are to be sent.
(Page 1 of 6 pages)
*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 (“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).
Schedule 13D
| CUSIP No. 750491 10 2 | Page 2 of 6 Pages |
| 1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) JB Capital Partners LP | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ (b) ☒ |
| 3 | SEC USE ONLY | |
| 4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS) WC | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | ☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |
|
NUMBER OF |
7 |
SOLE VOTING POWER -0- |
| 8 |
SHARED VOTING POWER 2,117,095 | |
| 9 |
SOLE DISPOSITIVE POWER -0- | |
| 10 |
SHARED DISPOSITIVE POWER 2,117,095 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,117,095 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.02% | |
| 14 |
TYPE OF REPORTING PERSON PN | |
Schedule 13D
| CUSIP No. 750491 10 2 | Page 3 of 6 Pages |
| 1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Alan Weber | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ (b) ☒ |
| 3 | SEC USE ONLY | |
| 4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS) AF, PF | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | ☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. | |
|
NUMBER OF |
7 |
SOLE VOTING POWER 492,350 |
| 8 |
SHARED VOTING POWER 2,117,095 | |
| 9 |
SOLE DISPOSITIVE POWER 492,350 | |
| 10 |
SHARED DISPOSITIVE POWER 2,117,095 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,609,455 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.95% | |
| 14 |
TYPE OF REPORTING PERSON IN, HC | |
Schedule 13D
| CUSIP No. 750491 10 2 | Page 4 of 6 Pages |
This Statement of Beneficial Ownership on Schedule 13D Amendment No. 3 (this “Amendment No. 3”) is filed on behalf of the Reporting Persons with the Securities and Exchange Commission (the “Commission”). This Amendment No. 3 amends the Initial Statement of Beneficial Ownership on Schedule 13D (the “Initial Statement”) relating to the Common Stock, $0.0001 par value (the “Common Stock”), of Radnet, Inc. (the “Issuer”), filed on January 28, 2013 with the Commission, as amended by Amendment No. 1 thereto, filed with the Commission on June 4, 2013, as amended by Amendment No. 2 thereto, filed with the Commission on June 5, 2015, as specifically set forth herein (as so amended, the “Amended Statement”). Capitalized terms used herein and not otherwise defined herein shall have the same meanings ascribed to them in the Amended Statement.
| Item 3. | Source and Amount of Funds or Other Consideration |
Item 3 of the Amended Statement is hereby amended and restated to read as follows:
The aggregate purchase price of the 2,609,445 shares of Common Stock beneficially held by JB Capital and Mr. Weber is $9,400,000.00 (including brokerage fees and expenses). All of the shares of Common Stock beneficially held by JB Capital and Mr. Weber were paid for using working capital and personal funds, respectively.
| Item 5. | Interest in Securities of the Issuer |
Item 5 of the Amended Statement is hereby amended and restated to read as follows:
(a)-(b) As of August 3, 2021, the aggregate number of shares of Common Stock and percentage of the outstanding Common Stock of the Issuer beneficially owned (i) by each of the Reporting Persons, and (ii) to the knowledge of the Reporting Persons, by each other person who may be deemed to be a member of a group, is as follows:
| Number of | ||||||||||||||||
| Common | Number of | |||||||||||||||
| Stock: Sole | Common Stock | |||||||||||||||
| Aggregate Number | Power to Vote | Shared Power to | Approximate | |||||||||||||
| Reporting Person | of Common Stock | or Dispose | Vote or Dispose | Percentage* | ||||||||||||
| Weber (1)(2) | 2,609,445 | 492,350 | (3) | 2,117,095 | 4.95 | % | ||||||||||
| JB Capital (1)(2) | 2,117,095 | 0 | 2,117,095 | 4.02 | % | |||||||||||
| * | Based on 52,700,039 shares of Common Stock, $0.0001 par value, outstanding as of May 6, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q, for quarter ended March 31, 2021, filed with the Securities and Exchange Commission on May 10, 2021. |
| (1) | Each of the Reporting Persons disclaims beneficial ownership of the securities beneficially held by the other Reporting Person except to the extent of such Reporting Person’s pecuniary interest therein, if any. |
| (2) | Mr. Weber shares with JB Capital the power to vote or direct the vote, and shares the power to dispose or to direct the disposition, of 2,117,095 shares of Common Stock owned by JB Capital. |
| (3) | Includes shares held by Mr. Weber’s spouse. |
| (c) | The table set forth on Schedule A attached hereto lists all the transactions in the Issuer’s Common Stock in the past sixty days by the Reporting Persons. All such transactions were made in the open market. |
| (d) | No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or the proceeds from the sale of, such shares of Common Stock. |
| (e) | The Reporting Persons ceased to be beneficial owner of more than five percent of the class of securities on July 30, 2021. |
(The remainder of this page was intentionally left blank)
Schedule 13D
| CUSIP No. 750491 10 2 | Page 5 of 6 Pages |
SIGNATURE
After reasonable inquiry and to the best of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
| Date: | August 3, 2021 | |||
| JB Capital Partners, LP | ||||
| /s/ Alan Weber | By: | /s/ Alan Weber | ||
| Alan Weber | Name: Alan Weber | |||
| Title: General Partner | ||||
Schedule 13D
| CUSIP No. 750491 10 2 | Page 6 of 6 Pages |
Schedule A
Transactions in Shares Within the Past Sixty Days
| Date of Purchase/Sale | Number of Shares of Common Stock | Buy/Sell | Price Per Share | |||||||
| 06/11/2021 | 28,800 | Sell | $ | 31.363 | ||||||
| 06/14/2021 | 21,200 | Sell | $ | 31.4123 | ||||||
| 06/15/2021 | 80,000 | Sell | $ | 32.4212 | ||||||
| 07/09/2021 | 20,000 | Sell | $ | 34.7138 | ||||||
| 07/15/2021 | 40,000 | Sell | $ | 32.7058 | ||||||
| 07/16/2021 | 10,042 | Sell | $ | 33.2509 | ||||||
| 07/20/2021 | 19,958 | Sell | $ | 33.1227 | ||||||
| 07/23/2021 | 23,241 | Sell | $ | 34.7914 | ||||||
| 07/26/2021 | 6,759 | Sell | $ | 34.8811 | ||||||
| 07/28/2021 | 15,000 | Sell | $ | 34.652 | ||||||
| 07/29/2021 | 15,000 | Sell | $ | 34.7983 | ||||||
| 07/30/2021 | 36,116 | Sell | $ | 36.7554 | ||||||