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. 1)*
AAC Holdings, Inc.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
000307108
(CUSIP Number)
December 31, 2018
(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)
☒ 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).
CUSIP No. 000307108
| 1. | Names of Reporting Persons
Steven D. Lebowitz | |||||
| 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
United States | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power
225,000(1)(2) | ||||
| 6. | Shared Voting Power
1,131,989(1)(3) | |||||
| 7. | Sole Dispositive Power
225,000(1)(2) | |||||
| 8. | Shared Dispositive Power
1,171,989(1)(4) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,396,989(1)(2)(4) | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
5.7%(5) | |||||
| 12. | Type of Reporting Person (See Instructions)
IN | |||||
| (1) | The number of shares reported as beneficially owned as of December 31, 2018. |
| (2) | This number includes shares held by Lebowitz RCT, L.P., a limited partnership whose general partner’s (Lebowitz RCT, Inc.) sole director is Steven D. Lebowitz. |
| (3) | This number includes shares held by the Lebowitz Family Trust – 1986, dated October 7, 1986, as amended (the “Trust”), a revocable living trust over which Steven D. Lebowitz serves as a co-trustee. |
| (4) | This number includes (a) shares held by the Trust and (b) shares held jointly by David Lebowitz and Amanda Lebowitz. |
| (5) | As of the date of this filing, based on 24,602,355 shares of Common Stock, $0.001 par value per share (“Common Stock”), of AAC Holdings, Inc. (the “Issuer”) outstanding as of November 2, 2018, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2018 filed with the U.S. Securities and Exchange Commission on November 6, 2018. |
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CUSIP No. 000307108
| 1. | Names of Reporting Persons
Deborah P. Lebowitz | |||||
| 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
United States | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
1,131,989(1)(2) | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
1,131,989(1)(2) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,131,989(1)(2) | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
4.6%(3) | |||||
| 12. | Type of Reporting Person (See Instructions)
IN | |||||
| (1) | The number of shares reported as beneficially owned as of December 31, 2018. |
| (2) | This number includes shares held by the Trust, a trust over which Deborah P. Lebowitz serves as a co-trustee. |
| (3) | As of the date of this filing, based on 24,602,355 shares of Common Stock outstanding as of November 2, 2018, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2018 filed with the U.S. Securities and Exchange Commission on November 6, 2018. |
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CUSIP No. 000307108
| 1. | Names of Reporting Persons
David Lebowitz | |||||
| 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
United States | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
40,000(1)(2) | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
40,000(1)(2) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
40,000(1)(2) | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
0.2%(3) | |||||
| 12. | Type of Reporting Person (See Instructions)
IN | |||||
| (1) | The number of shares reported as beneficially owned as of December 31, 2018. |
| (2) | This number includes shares jointly held by David Lebowitz and Amanda Lebowitz. |
| (3) | As of the date of this filing, based on 24,602,355 shares of Common Stock outstanding as of November 2, 2018, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2018 filed with the U.S. Securities and Exchange Commission on November 6, 2018. |
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CUSIP No. 000307108
| 1. | Names of Reporting Persons
Amanda Lebowitz | |||||
| 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
United States | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
40,000(1)(2) | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
40,000(1)(2) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
40,000(1)(2) | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
0.2%(3) | |||||
| 12. | Type of Reporting Person (See Instructions)
IN | |||||
| (1) | The number of shares reported as beneficially owned as of December 31, 2018. |
| (2) | This number includes shares jointly held by David Lebowitz and Amanda Lebowitz. |
| (3) | As of the date of this filing, based on 24,602,355 shares of Common Stock outstanding as of November 2, 2018, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2018 filed with the U.S. Securities and Exchange Commission on November 6, 2018. |
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CUSIP No. 000307108
| 1. | Names of Reporting Persons
Lebowitz RCT, L.P. | |||||
| 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
California | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
225,000(1) | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
225,000(1) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
225,000(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)
0.9%(2) | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | The number of shares reported as beneficially owned as of December 31, 2018. |
| (2) | As of the date of this filing, based on 24,602,355 shares of Common Stock outstanding as of November 2, 2018, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2018 filed with the U.S. Securities and Exchange Commission on November 6, 2018. |
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CUSIP No. 000307108
| 1. | Names of Reporting Persons
Lebowitz RCT,Inc. | |||||
| 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
California | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
225,000(1) | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
225,000(1) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
225,000(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)
0.9%(2) | |||||
| 12. | Type of Reporting Person (See Instructions)
CO | |||||
| (1) | The number of shares reported as beneficially owned as of December 31, 2018. |
| (2) | As of the date of this filing, based on 24,602,355 shares of Common Stock outstanding as of November 2, 2018, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2018 filed with the U.S. Securities and Exchange Commission on November 6, 2018. |
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Item 1.
| (a) | Name of Issuer |
AAC Holdings, Inc.
| (b) | Address of Issuer’s Principal Executive Offices |
200 Powell Place
Brentwood, TN 37027
Item 2.
| (a) | Name of Person Filing |
Steven D. Lebowitz
Deborah P. Lebowitz
David Lebowitz
Amanda Lebowitz
Lebowitz RCT, L.P.
Lebowitz RCT, Inc.
| (b) | Address of Principal Business Office or, if none, Residence |
1333 Second Street, Suite 650
Santa Monica, CA 90401
| (c) | Citizenship |
Steven D. Lebowitz – United States
Deborah P. Lebowitz – United States
David Lebowitz – United States
Amanda Lebowitz – United States
Lebowitz RCT, L.P. – California
Lebowitz RCT, Inc. – California
| (d) | Title of Class of Securities |
Common Stock, $0.001 par value per share
| (e) | CUSIP Number |
000307108
| 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: |
| (a) | ☐ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | ||
| (b) | ☐ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | ||
| (c) | ☐ | Insurance company as defined in s ection 3(a)(19) of the Act (15 U.S.C. 78c); | ||
| (d) | ☐ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | ||
| (e) | ☐ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | ||
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | ||
| (g) | ☐ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | ||
| (h) | ☐ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | ||
| (i) | ☐ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | ||
| (j) | ☐ | A non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J); | ||
| (k) | ☐ | Group, in accordance with § 240.13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J), please specify the type of institution:____________________________ | ||
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| 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: |
Steven D. Lebowitz: 1,396,989
Deborah P. Lebowitz: 1,131,989
David Lebowitz: 40,000
Amanda Lebowitz: 40,000
Lebowitz RCT, L.P.: 225,000
Lebowitz RCT, Inc.: 225,000
| (b) | Percent of class: |
Steven D. Lebowitz: 5.7%
Deborah P. Lebowitz: 4.6%
David Lebowitz: 0.2%
Amanda Lebowitz: 0.2%
Lebowitz RCT, L.P.: 0.9%
Lebowitz RCT, Inc.: 0.9%
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote |
Steven D. Lebowitz: 225,000
Deborah P. Lebowitz: 0
David Lebowitz: 0
Amanda Lebowitz: 0
Lebowitz RCT, L.P.: 0
Lebowitz RCT, Inc.: 0
| (ii) | Shared power to vote or to direct the vote |
Steven D. Lebowitz: 1,131,989
Deborah P. Lebowitz: 1,131,989
David Lebowitz: 40,000
Amanda Lebowitz: 40,000
Lebowitz RCT, L.P.: 225,000
Lebowitz RCT, Inc.: 225,000
| (iii) | Sole power to dispose or to direct the disposition of |
Steven D. Lebowitz: 225,000
Deborah P. Lebowitz: 0
David Lebowitz: 0
Amanda Lebowitz: 0
Lebowitz RCT, L.P.: 0
Lebowitz RCT, Inc.: 0
| (iv) | Shared power to dispose or to direct the disposition of |
Steven D. Lebowitz: 1,171,989
Deborah P. Lebowitz: 1,131,989
David Lebowitz: 40,000
Amanda Lebowitz: 40,000
Lebowitz RCT, L.P.: 225,000
Lebowitz RCT, Inc.: 225,000
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| Item 5. | Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
N/A
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
N/A
| Item 8. | Identification and Classification of Members of the Group |
See Exhibit B.
| Item 9. | Notice of Dissolution of Group |
N/A
| 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, other than activities solely in connection with a nomination under §240.14a–11.
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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.
Steven D. Lebowitz
| By: | /s/ Andrew Collins | |
| Andrew Collins, Attorney-In-Fact | ||
Deborah P. Lebowitz
| By: | /s/ Andrew Collins | |
| Andrew Collins, Attorney-In-Fact | ||
David Lebowitz
| By: | /s/ Andrew Collins | |
| Andrew Collins, Attorney-In-Fact | ||
Amanda Lebowitz
| By: | /s/ Andrew Collins | |
| Andrew Collins, Attorney-In-Fact | ||
Lebowitz RCT, L.P.
| By: | /s/ Andrew Collins | |
| Andrew Collins, Attorney-In-Fact | ||
Lebowitz RCT, Inc.
| By: | /s/ Andrew Collins | |
| Andrew Collins, Attorney-In-Fact | ||
Date: February 6, 2019
| ATTENTION |
| Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). |
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Exhibit List
Exhibit A. Joint Filing Agreement.
Exhibit B. Item 8 Statement.
Exhibit C. Power of Attorney.
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