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 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
JERRICK MEDIA HOLDINGS, INC.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
476496104
(CUSIP Number)
April 12, 2019
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
a. ¨ Rule 13d-1(b)
b. x Rule 13d-1(c)
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 (“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).
Page 1 of 5
CUSIP No. 476496104
| 1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Arthur Rosen | |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) ¨ | |
| 3. |
SEC Use Only
| |
| 4. |
Citizenship or Place of Organization
New York |
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. |
Sole Voting Power
26,154,984 (1) | ||
| 6. |
Shared Voting Power
0 | |||
| 7. |
Sole Dispositive Power
26,154,984 (1) | |||
| 8. |
Shared Dispositive Power
0 |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
26,154,984 (1) | |
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
| |
| 11. |
Percent of Class Represented by Amount in Row (9)
17.1% | |
| 12. |
Type of Reporting Person (See Instructions)
IN |
| (1) | Includes (i) 17,264,717 shares of Common Stock held directly by the Reporting Person, (ii) 2,154,055 shares of Common Stock held by Pearl Digital Opportunities Fund LLC (“Pearl”), (iii) Common Stock Purchase Warrants to acquire 5,913,348 shares of the Issuer’s Common Stock at $0.30 per share, and (iv) Common Stock Purchase Warrants to acquire 822,864 shares of the Issuer’s Common Stock at $0.30 per share held by Pearl. Reporting Person is the Managing Member of Pearl. |
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| Item 1. | (a) | Name of Issuer |
| Jerrick Media Holdings, Inc. (the “Issuer”) | ||
| (b) | Address of Issuer’s Principal Executive Offices | |
| 202 S. Dean Street Englewood, NJ 07631 | ||
| Item 2. | (a) | Name of Person Filing Arthur Rosen |
| (b) | Address of Principal Business Office or, if none, Residence 50 Riverside Blvd., Apt 20B New York, NY 10069 | |
| (c) | Citizenship | |
| New York | ||
| (d) | Title of Class of Securities | |
| Common stock, $0.001 par value per share, of the Issuer (the “Common Stock”), and Common Stock Purchase Warrants to acquire Common Stock | ||
| (e) | CUSIP Number | |
| 476496104 | ||
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| Not applicable. | ||
| Item 4. | Ownership. |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| (a) | Amount beneficially owned: 26,154,984 (1) | |
| (b) | Percent of class: 17.1% | |
| (c) | Number of shares as to which such person has: | |
| (i) | Sole power to vote or to direct the vote: 26,154,984 (1) | |
| (ii) | Shared power to vote or to direct the vote: 0 | |
| (iii) | Sole power to dispose or t o direct the disposition of: 26,154,984 (1) | |
| (iv) | Shared power to dispose or to direct the disposition of: 0 |
| (1) | Includes (i) 17,264,717 shares of Common Stock held directly by the Reporting Person, (ii) 2,154,055 shares of Common Stock held by Pearl Digital Opportunities Fund LLC (“Pearl”), (iii) Common Stock Purchase Warrants to acquire 5,913,348 shares of the Issuer’s Common Stock at $0.30 per share, and (iv) Common Stock Purchase Warrants to acquire 822,864 shares of the Issuer’s Common Stock at $0.30 per share held by Pearl. Reporting Person is the Managing Member of Pearl. |
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| 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 |
| 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, I certify that, to the best of my 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. |
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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.
| Date: April 16, 2019 | /s/ Arthur Rosen |
| Arthur Rosen |
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