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. 4)*
AAC Holdings, Inc.
(Name of Issuer)
Common Stock, $0.001 par value
(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 | 13G | Page 2 of 5 Pages |
| (1) | NAMES OF REPORTING PERSONS
Michael T. Cartwright | |||||
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| (3) | SEC USE ONLY
| |||||
| (4) | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
(5) | SOLE VOTING POWER
2,680,099 | ||||
| (6) | SHARED VOTING POWER
2,080,623 (1) | |||||
| (7) | SOLE DISPOSITIVE POWER
2,680,099 | |||||
| (8) | SHARED DISPOSITIVE POWER
2,080,623 (1) | |||||
| (9) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,760,722 (2) | |||||
| (10) | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (a) ☐
| |||||
| (11) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
19.4% (3) | |||||
| (12) | TYPE OF REPORTING PERSON
IN | |||||
| (1) | Consists of (i) 954,507 shares held of record by the Irrevocable Family Trust of Tina Cartwright of which Mr. Cartwright serves as one of two trustees, (ii) 954,507 shares held of record by the Irrevocable Family Trust of Michael T. Cartwright of which Mr. Cartwright’s family is the beneficiary and (iii) 171,609 shares held of record by Tina F. Cartwright, Mr. Cartwright’s spouse, of which Mr. Cartwright has shared voting and dispositive power. |
| (2) | Consists of (i) 2,680,099 shares of record held by Mr. Cartwright, (ii) 954,507 shares held of record by the Irrevocable Family Trust of Tina Cartwright of which Mr. Cartwright serves as one of two trustees, (iii) 954,507 shares held of record by the Irrevocable Family Trust of Michael T. Cartwright of which Mr. Cartwright’s family is the beneficiary and (iv) 171,609 shares held of record by Tina F. Cartwright, Mr. Cartwright’s spouse, of which Mr. Cartwright has shared voting and dispositive power. |
| (3) | Based on 24,572,728 shares of Common Stock outstanding as of December 31, 2018. |
| CUSIP No. 000307108 | 13G | Page 3 of 5 Pages |
| Item 1(a). | Name of Issuer: |
AAC Holdings, Inc.
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
200 Powell Place
Brentwood, Tennessee 37027
| Item 2(a). | Name of Person Filing: |
Michael T. Cartwright
| Item 2(b). | Address of Principal Business Office or, if none, Residence: |
c/o AAC Holdings, Inc.
200 Powell Place
Brentwood, Tennessee 37027
| Item 2(c). | Citizenship: |
United States of America
| Item 2(d). | Title of Class Of Securities: |
Common Stock, $0.001 par value
| Item 2(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 filing person is a: |
Inapplicable.
| CUSIP No. 000307108 | 13G | Page 4 of 5 Pages |
| Item 4. | Ownership. |
Please provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a), (b) and (c)
| Person |
Total Shares of Common Stock Beneficially Owned |
Percent of Class(1) |
Sole Voting Power |
Shared Voting Power |
Sole Power to Dispose |
Shared Power to Dispose |
||||||||||||||||||
| Michael T. Cartwright |
4,760,722 | (2) | 19.4 | % | 2,680,099 | 2,080,623 | (3) | 2,680,099 | 2,080,623 | (3) | ||||||||||||||
| (1) | Based on 24,572,728 shares of Common Stock outstanding as of December 31, 2018. |
| (2) | Consists of (i) 2 ,680,099 shares of record held by Mr. Cartwright, (ii) 954,507 shares held of record by the Irrevocable Family Trust of Tina Cartwright of which Mr. Cartwright serves as one of two trustees, (iii) 954,507 shares held of record by the Irrevocable Family Trust of Michael T. Cartwright of which Mr. Cartwright’s family is the beneficiary and (iv) 171,609 shares held of record by Tina F. Cartwright, Mr. Cartwright’s spouse, of which Mr. Cartwright has shared voting and investment power. |
| (3) | Consists of (i) 954,507 shares held of record by the Irrevocable Family Trust of Tina Cartwright of which Mr. Cartwright serves as one of two trustees (ii) 954,507 shares held of record by the Irrevocable Family Trust of Michael T. Cartwright of which Mr. Cartwright’s family is the beneficiary and (iii) 171,609 shares held of record by Tina F. Cartwright, Mr. Cartwright’s spouse, of which Mr. Cartwright has shared voting and dispositive power. |
| Item 5. | Ownership of Five Percent or Less of a Class. |
Inapplicable.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Inapplicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Inapplicable.
| Item 8. | Identification and Classification of Members of the Group. |
Inapplicable.
| Item 9. | Notice of Dissolution of Group. |
Inapplicable.
| Item 10. | Certification. |
Inapplicable.
| CUSIP No. 000307108 | 13G | Page 5 of 5 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.
| February 14, 2019 |
| Date |
| /s/ Michael T. Cartwright |
| (Signature) |
| Michael T. Cartwright, Chairman and Chief Executive Officer |
| (Name/Title) |