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.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
LINDBLAD EXPEDITIONS HOLDINGS, INC.
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
535219109
(CUSIP Number)
December 31, 2017
(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 (“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 9 Pages
Exhibit Index: Page 8
| CUSIP No. 535219109 | Page 2 of 9 Pages |
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1.
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Names of Reporting Persons.
JOHANN KILLINGER
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2.
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Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
Germany
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Number of
Shares
Beneficially
Owned by Each
Reporting
Person With
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5.
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Sole Voting Power
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0
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6.
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Shared Voting Power
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1,527,274
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7.
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Sole Dispositive Power
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0
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8.
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Shared Dispositive Power
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1,527,274
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,527,274
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
[ ]
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11.
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Percent of Class Represented by Amount in Row (9)
3.4%
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12.
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Type of Reporting Person:
IN, HC
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| CUSIP No. 535219109 | Page 3 of 9 Pages |
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1.
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Names of Reporting Persons.
DIRK BALDEWEG
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2.
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Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
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3.
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SEC Use Only
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|||
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4.
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Citizenship or Place of Organization
Germany
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|||
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Number of
Shares
Beneficially
Owned by Each
Reporting
Person With
|
5.
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Sole Voting Power
|
0
|
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6.
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Shared Voting Power
|
1,527,274
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||
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7.
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Sole Dispositive Power
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0
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||
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8.
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Shared Dispositive Power
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1,527,274
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||
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,527,274
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|||
|
10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
[ ]
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|||
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11.
|
Percent of Class Represented by Amount in Row (9)
3.4%
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12.
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Type of Reporting Person:
IN, HC
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| CUSIP No. 535219109 | Page 4 of 9 Pages |
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Item 1(a).
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Name of Issuer:
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Lindblad Expeditions Holdings, Inc. (the “Issuer”)
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Item 1(b).
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Address of Issuer’s Principal Executive Offices:
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96 Morton Street, 9th Floor, New York, NY 10014
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Item 2(a).
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Name of Person Filing:
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This Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):
i) Johann Killinger (“Dr. Killinger”); and
ii) Dirk Baldeweg (“Dr. Baldeweg”).
This Statement relates to Shares (as defined herein) beneficially owned by Talas Shipping GmbH & Co. KG (“Talas”) and Two Mountain Ltd. (“Two Mountain”). Each of Dr. Killinger and Dr. Baldeweg serve as managing director to Talas and director to Two Mountain.
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Item 2(b).
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Address of Principal Business Office or, if None, Residence:
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The address of the principal business office of each of the Reporting Persons is Schlossstrasse 5, 23883 Seedorf, Germany.
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Item 2(c)
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Citizenship:
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i) Dr. Killinger is a citizen of Germany.
ii) Dr. Baldeweg is a citizen of Germany.
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Item 2(d).
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Title of Class of Securities:
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Common Stock, $0.0001 par value per share (the “Shares”)
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Item 2(e).
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CUSIP Number:
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535219109
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Item 3.
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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:
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This Item 3 is not applicable.
| Page 5 of 9 Pages |
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Item 4.
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Ownership:
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Item 4(a)
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Amount Beneficially Owned:
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As of December 31, 2017, each of Dr. Killinger and Dr. Baldeweg may be deemed the beneficial owner of 1,527,274 Shares. This amount consists of: (A) 636,644 Shares beneficially owned by Talas and (B) 890,630 Shares beneficially owned by Two Mountain.
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Item 4(b)
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Percent of Class:
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As of December 31, 2017, each of Dr. Killinger and Dr. Baldeweg may be deemed the beneficial owner of approximately 3.4% of Shares outstanding. (There were 45,433,152 Shares outstanding as of November 3, 2017, according to the Issuer’s current report on Form 10-Q, filed on November 7, 2017.)
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Item 4(c)
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Number of Shares as to which such person has:
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| Dr. Killinger and Dr. Baldeweg: | |
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(i) Sole power to vote or direct the vote:
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0
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(ii) Shared power to vote or direct the vote:
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1,527,274
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(iii) Sole power to dispose or direct the disposition of:
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0
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(iv) Shared power to dispose or direct the disposition of:
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1,527,274
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Item 5.
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Ownership of Five Percent or Less of a Class:
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If this statement is being filed to report the fact that as of the date hereof each of the Reporting Persons has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☒.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person
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This Item 6 is not applicable.
| Page 6 of 9 Pages |
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security
Being Reported on By the Parent Holding Company or Control Person:
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See disclosure in Item 2 hereof.
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Item 8.
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Identification and Classification of Members of the Group:
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This Item 8 is not applicable.
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Item 9.
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Notice of Dissolution of Group:
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This Item 9 is not applicable.
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Item 10.
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Certification:
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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, other than activities solely in connection with a nomination under §240.14a-11.
| Page 7 of 9 Pages |
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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JOHANN KILLINGER
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By:
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/s/ Dr. Johann Killinger | |
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Dr. Johann Killinger
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DIRK BALDEWEG
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By:
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/s/ Dr. Dirk Baldeweg | |
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Dr. Dirk Baldeweg
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February 14, 2018
Page 8 of 9 Pages
EXHIBIT INDEX
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Ex.
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Page No.
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A
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Joint Filing Agreement
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9
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| Page 9 of 9 Pages |
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock of Lindblad Expeditions Holdings, Inc. dated as of February 14, 2018 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
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JOHANN KILLINGER
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By:
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/s/ Dr. Johann Killinger | |
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Dr. Johann Killinger
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DIRK BALDEWEG
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By:
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/s/ Dr. Dirk Baldeweg | |
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Dr. Dirk Baldeweg
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February 14, 2018