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"
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- Peter Lynch
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SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. )*
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YOUNGEVITY
INTERNATIONAL, INC.
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(Name of
Issuer)
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Common
Stock, $0.001 par value
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(Title of Class of Securities)
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987537206
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(CUSIP
Number)
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David Briskie
2400 Boswell Road
Chula Vista, CA 91914
(619) 934-3980
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(Name, address and telephone number of
person
authorized to receive notices and
communications)
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January
9, 2019
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(Date of event which requires filing of this
statement)
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If the filing
person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or
Rule 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 Rule
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 the 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 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.
987537206
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SCHEDULE
13D
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Page _2_
of _7_ Pages
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1
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NAME OF REPORTING
PERSONS
David
Briskie
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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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SOURCE OF FUNDS
(see instructions)
PF,
00
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5
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CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) ☐
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6
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CITIZENSHIP OR
PLACE OF ORGANIZATION
United States of
America
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NUMBER
OF
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7
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SOLE VOTING
POWER
1,226,650
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SHARES
BENEFICIALLY
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8
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SHARED VOTING
POWER
350,028
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OWNED
BY
EACH
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9
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SOLE DISPOSITIVE
POWER
1,226,650
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REPORTING
PERSON
WITH
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10
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SHARED DISPOSITIVE
POWER
350,0280
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11
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AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,576,678
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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)
5.88%
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14
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TYPE OF REPORTING
PERSON (see instructions)
IN
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CUSIP No.
987537206
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SCHEDULE
13D
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Page _3_
of _7_ Pages
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Item
1.
Security
and Issuer.
This Schedule 13D
(the “Schedule 13D”) relates to the shares of common
stock, par value $0.001 per share (the “Common Stock”),
of Youngevity International, Inc., a Delaware corporation (the
“Issuer”). The principal executive offices of the
Issuer are located at 2400 Boswell Road, Chula Vista, California
91914.
Item
2.
Identity
and Background.
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(a)
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This
Schedule 13D is being filed by David Briskie.
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(b)
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The
principal business address for Mr. Briskie is 2400 Boswell Road,
Chula Vista, California 91914.
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(c)
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Mr.
Briskie is the President and Chief Financial Officer of the Issuer
and a director of the Issuer.
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(d)
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Mr.
Briskie has not, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
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(e)
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Mr.
Briskie has not, during the last five years, been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject or, federal or
state securities laws or finding any violation with respect to such
laws.
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(f)
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Mr.
Briskie is a citizen of the United States of America.
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Item
3.
Source
or Amount of Funds or Other Consideration.
See the response to
Item 4, which is incorporated by reference
herein.
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CUSIP No.
987537206
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SCHEDULE
13D
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Page _4_
of _7_ Pages
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Item
4.
Purpose
of the Transaction.
On January 9, 2019,
Mr. Briskie received an award under the Issuer’s Amended and
Restated 2012 Stock Option Plan (the “Plan”) of an
option to purchase 541,471 shares of Common Stock, having an
exercise price equal to the fair market value of the common stock
on the date of grant, vesting in full immediately upon grant and
expiring ten years thereafter. The Issuer also agreed, effective
as of the 20th day following the mailing of a definitive
information statement on Schedule 14C to the Issuer’s
stockholders regarding a proposed amendment to the Plan to increase
the number of shares of Common Stock available for issuance under
the Plan (the “Approval Date”), and to award an option
to Mr. Briskie to purchase 458,529 shares of Common Stock, having
an exercise price equal to the fair market value of the Common
Stock on the Approval Date, vesting upon the date of the grant and
expiring ten years thereafter.
Item
5.
Interest
in Securities of the Issuer.
The
information in this Item 5 is provided as of the date hereof and is
based on 25,760,708 shares of Common Stock outstanding on January
9, 2019.
Mr. Briskie is
the beneficial owner of, and has the sole power to vote or direct
the vote and to dispose or direct the disposition of 1,226,650
shares of Common Stock, which consists of 170,429 shares of Common
Stock owned individually that were acquired by Mr. Briskie in
privately negotiated transactions prior to the Issuer becoming a
reporting company and outstanding options issued during 2012, 2013,
2014, 2016 and 2018 under the Plan to purchase an aggregate of
514,750 share of Common Stock that have vested of a total of
900,000 shares of common stock underlying the options as
compensation for services exercisable for an aggregate of 1,056,221
shares of Common Stock beneficially owned.
Mr.
Briskie is the beneficial owner of, and has the shared power to
vote or direct the vote and to dispose or direct the disposition of
350,028 shares of Common Stock, which consists of 100,028 shares of
common stock owned by Brisk Investments, LP, and 250,000 shares of
common stock owned by Brisk Management, LLC, each of which are
entities controlled by Mr. Briskie. The shares were acquired by Mr.
Briskie in privately negotiated transactions prior to the Issuer
becoming a reporting company.
The
information provided above does not include an option to purchase
458,529 shares of Common Stock which the Issuer has agreed to issue
to Mr. Briskie on the Approval Date as compensation for services,
nor does it include 250,000 restricted stock
units issued to Mr.
Briskie in August 2017, of which each unit represents a contingent
right to receive one share of Common Stock, vesting as follows: (i)
Year 3 – 25,000 shares; (ii) Year 4 – 37,500 shares;
(iii) Year 5 – 125,000 shares; and (iv) Year 6 – 62,500
shares; provided that Mr. Briskie continues to serve as an
executive officer or otherwise is not terminated for cause prior to
such dates.
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CUSIP No.
987537206
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SCHEDULE
13D
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Page _5_
of _7_ Pages
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As of the date
hereof, the aggregate number and percentage of shares of Common
Stock beneficially owned by Mr. Briskie (based on
25,760,708 shares
of Common Stock outstanding as of January 9, 2019) are as
follows:
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(a)
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Number
of shares of Common Stock beneficially owned:
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Percent
of class of Common Stock:
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1,576,678
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5.88%
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(b)
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Number
of shares of Common Stock as to which Mr. Briskie has:
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(i)
Sole power to vote or to direct the vote:
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1,226,650
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(ii)
Shared power to vote or to direct the vote:
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350,028
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(iii)
Sole power to dispose or to direct the disposition of:
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1,226,650
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(iv) Shared
power to dispose or to direct the disposition of:
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350,028
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(c)
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See
Item 4 and Annex A hereto, both of which are incorporated by
reference herein.
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(d)
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Not
applicable.
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(e)
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Not
applicable.
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CUSIP No.
987537206
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SCHEDULE
13D
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Page _6_
of _7_ Pages
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Item
6.
Contracts,
Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
See the responses
to Item 4 and Item 5, which are incorporated by reference
herein.
Item
7.
Material
to be filed as Exhibits.
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Annex
A:
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Certain Transactions by the Reporting Person
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CUSIP No.
987537206
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SCHEDULE
13D
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Page _7_
of _7_ Pages
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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.
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January 11,
2019
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By:
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David
Briskie
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David
Briskie
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Annex A
Transactions by the Reporting Person During the Past Sixty
Days
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01/09/2019
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Received
an award of an option to acquired 541,571 shares of Common
Stock
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$
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*
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*
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As
disclosed in this Schedule 13D, on January 9, 2019, Mr. Briskie
received an award under the Issuer’s Amended and Restated
2012 Stock Option Plan of an option to purchase 541,471 shares of
Common Stock as compensation for services rendered, having an
exercise price equal to the fair market value of the common stock
on the date of grant, vesting upon grant and expiring ten years
thereafter.
Does
not include an option to purchase 458,529 shares of Common Stock
which the Issuer has agreed to issue to Mr. Briskie on the 20th day
following the mailing of a definitive information statement to
Issuer’s stockholders regarding a proposed amendment to
increase the number of shares of Common Stock avai
lable for
issuance under the Amended and Restated 2012 Stock Option Plan
which will vest immediately upon the date of the
grant.
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