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>>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)^
YOUNGEVITY INTERNATIONAL, INC.
(Name
of Issuer)
Common Stock, $0.001 par value
(Title
of Class of Securities)
987537206
(CUSIP
Number)
Stephan Wallach
2400 Boswell Road
Chula Vista, CA 91914
(619) 934-3980
(Name,
Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
March 11, 2020
(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), 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 for other parties to whom copies are to be sent.
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*
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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 disclosures provided in a
prior cover page.
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^
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This
Schedule 13D also serves as Amendment No. 1 to the Schedule 13D
originally filed with the Securities and Exchange Commission on
February 8, 2019 by Michelle Wallach
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The information required on 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).
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CUSIP No.:
987537206
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1
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Names of Reporting Persons
Stephan
Wallach
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2
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Check the Appropriate Box if a Member of a Group (See
Instructions)
(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,
OO
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5
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Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 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
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7
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Sole Voting Power:
627,811
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8
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Shared Voting Power:
14,000,000
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9
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Sole Dispositive Power:
627,811
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10
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Shared Dispositive Power:
14,000,000
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11
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Aggregate Amount Beneficially Owned by Each Reporting
Person:
14,627,811
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12
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Check 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):
48.3%(1)
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14
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Type of Reporting Person (See Instructions):
IN
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(1)
This
percentage and the percentages in Box 13 on the following pages are
based 30,270,360 shares of the issuer’s common stock
outstanding as of September 30, 2019. The foregoing number of
shares outstanding is according to the issuer’s prospectus
supplement dated December 17, 2019.
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CUSIP No.:
987537206
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1
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Names of Reporting Persons
Michelle
Wallach
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2
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Check the Appropriate Box if a Member of a Group (See
Instructions)
(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,
OO
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5
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Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 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
Shares
Beneficially
Own
ed by
Each
Reporting
Person
With
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7
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Sole Voting Power:
625,000
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8
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Shared Voting Power:
14,000,0000
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9
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Sole Dispositive Power:
625,000
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10
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Shared Dispositive Power:
14,000,0000
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11
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Aggregate Amount Beneficially Owned by Each Reporting
Person:
14,625,000
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12
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Check 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):
48.3%
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14
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Type of Reporting Person (See Instructions):
IN
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EXPLANATORY
NOTE
The
following constitutes Amendment No. 1 to the Schedule 13D (as
amended to date, the “Schedule 13D”) filed by Stephan
Wallach (“Amendment No. 1”) relating to the shares of
common stock, $0.001 par value per share, of Youngevity
International, Inc. (the “Issuer”). This Amendment No.
1 amends and supplements the Schedule 13D as specifically set forth
herein; otherwise, all items or responses not described herein
remain as previously reported in the Schedule 13D.
This
Amendment No. 1 also serves as Amendment No. 1 to the Schedule 13D
originally filed with the Securities and Exchange Commission on
February 8, 2019 by Michelle Wallach (“Michelle’s
13D”). This Amendment No. 1 amends and supplements
Michelle’s 13D as specifically set forth herein; otherwise,
all items or responses not described herein remain as previously
reported in Michelle’
;s 13D.
While
the Reporting Persons determined that they may be deemed a group
pursuant to Securities Exchange Act Rule 13d-5(b)(1), the
Reporting Persons expressly disclaim status as a
“group” for purposes of the
Schedule 13D.
Item 2. Identity and Background
Paragraph
(c) of Item 2 of Michelle’s 13D is amended and replaced with
the following:
(c)
Ms. Wallach is the
Chief Operating Officer of the Issuer and served as a member of the
Issuer’s board of directors from 2011 until February 11,
2020.
Item 4. Purpose of Transaction
The
Reporting Persons plan to acquire, directly or indirectly, the
Direct Selling Business Unit of the Issuer and its related assets
(such transaction, the “Transaction”) and have entered
into a non-binding term sheet with the Issuer with respect to the
Transaction, which is attached hereto as Exhibit 99.2 (the
“Term Sheet”). The Term Sheet is non-binding and the
Reporting Persons do not yet have any binding agreement with the
Issuer with respect to the Transaction, and there are no assurances
that any such agreement will be reached on the terms set forth in
the Term Sheet or at all, or if reached, that any transaction
contemplated thereby will be consummated. Furthermore, no legally
binding obligation with respect to the Transaction will exist
unless and until mutually acceptable definitive documentation has
been executed and delivered with respect thereto. The Reporting
Persons reserve the right to terminate their plans for the
Transaction at any time and for any reason or no
reason.
The
Transaction, if consummated, may result in one or more of the
actions specified in clauses (a) through (j) of Item 4 of Schedule
13D, including, without limitation, a sale or transfer of a
material amount of assets of the Issuer or any of its
subsidiaries.
Other
than as described in this Amendment No. 1, the Reporting Persons
have no present plan or proposal that relates to or would result in
any of the matters set forth in subsections (a) through (j) of Item
4 of Schedule 13D.
Item
5. Interest
in Securities of the Issuer.
The
percentage of the of the Issuer’s common stock (the
“Common Stock”) beneficially owned by the Reporting
Persons as previously reported in Schedule 13D and in
Michelle’s 13D is hereby amended and replaced with the
following:
As of
March 11, 2020, Mr. Wallach beneficially owns 48.3% of the
outstanding Common Stock.
As of
March 11, 2020, Ms. Wallach beneficially owns 48.3% of the
outstanding Common Stock.
The
foregoing percentages are based on 30,270,360 shares of Common
Stock outstanding as of September 30, 2019, as reported in the
Issuer’s prospectus supplement dated December 17,
2019.
There
have been no transactions in the class of securities reported on
that were effected during the past 60 days by any of the Reporting
Persons.
Item
7. Material
to be Filed as an Exhibit
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.
Dated:
March 11, 2020
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/s/
Stephan Wallach
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/s/
Michelle Wallach
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Stephan Wallach
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Michelle Wallach
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[Signature
page to Amendment No. 1 to Schedule 13D]