Sec Form 13D Filing - Tenzing LLC filing for REVIVA PHARMACEUTICALS HOLDINGS INC. (RVPH) - 2021-01-19

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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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

 

Reviva Pharmaceuticals Holdings, Inc.

(Name of Issuer)

 

Common Stock, Par Value $0.0001

(Title of Class of Securities)

 

76152G 100
(CUSIP Number)

 

Tenzing LLC
250 West 55th Street

New York, New York 10019
(212) 710-5220

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

 

December 29, 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 section 240.13d-7 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 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 the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or other subject to the liabilities of that section of Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

CUSIP No. 76152G 100

 

1

Names of Reporting Person.

 

Tenzing LLC

2

Check the Appropriate Box if a Member of a Group

(a) ¨

(b) ¨

3

SEC Use Only

 

4

Source of Funds (See Instructions)

 

WC

5

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ☐

 

6 Citizenship or Place of Organization
   
  Delaware

 

Number of 
Shares
Beneficially
Owned by 
Each 
Reporting 
Person With
7

Sole Voting Power

 

0

8

Shared Voting Power (see Item 5 below)

 

0

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power (see Item 5 below)

 

0

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

0

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨

 

13

Percent of Class Represented by Amount in Row (11)

 

0

14

Type of Reporting Person

 

OO

 

 

 

 

CUSIP No. 76152G 100

 

1

Names of Reporting Person.

 

Rahul Nayar

2

Check the Appropriate Box if a Member of a Group

(a) ¨

(b) ¨

3

SEC Use Only

 

4

Source of Funds (See Instructions)

 

OO

5

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ☐

 

6 Citizenship or Place of Organization
   
  United States of America

 

Number of 
Shares
Beneficially
Owned by 
Each 
Reporting 
Person With
7

Sole Voting Power

 

561,964

8

Shared Voting Power (see Item 5 below)

 

0

9

Sole Dispositive Power

 

561,964

10

Shared Dispositive Power (see Item 5 below)

 

0

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

561,964 (1)

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨

 

13

Percent of Class Represented by Amount in Row (11)

 

6.09%

14

Type of Reporting Person

 

IN

 

 

 

 

CUSIP No. 76152G 100

 

1

Names of Reporting Person.

 

Parag Saxena

2

Check the Appropriate Box if a Member of a Group

(a) ¨

(b) ¨

3

SEC Use Only

 

4

Source of Funds (See Instructions)

 

OO

5

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ☐

 

6 Citizenship or Place of Organization
   
  India

 

Number of 
Shares
Beneficially
Owned by 
Each 
Reporting 
Person With
7

Sole Voting Power

 

871,337

8

Shared Voting Power (see Item 5 below)

 

0

9

Sole Dispositive Power

 

871,337

10

Shared Dispositive Power (see Item 5 below)

 

0

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

871,337

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨

 

13

Percent of Class Represented by Amount in Row (11)

 

9.44%

14

Type of Reporting Person

 

IN

 

 

 

 

Explanatory Note

 

This Schedule 13D/A is being filed as an amendment (“Amendment No. 3”) to the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on behalf of Tenzing LLC, a Delaware limited liability company (the “Sponsor”), Rahul Nayar, a managing member of the Sponsor and Parag Saxena, the Chairman of the Issuer, and a managing member of the Sponsor (collectively, the “Principals” and together with the Sponsor, the “Reporting Persons”), with respect to common stock of Reviva Pharmaceuticals Holdings, Inc. filed on September 4, 2018 , as amended by Amendment No. 1 to the Schedule 13D and Amendment No. 2 to the Schedule 13D filed on January 19, 2021 (the “Schedule 13D”) pursuant to Rule 13d-2 of the Securities Exchange Act of 1934, as amended, to amend and supplement certain information set forth below in the items indicated. Only those items that are amended or supplemented are reported herein. All capitalized terms used in this Amendment No. 3 and not otherwise defined herein have the meanings ascribed to such terms in the Schedule 13D.

  

This Amendment No. 3 is being filed to report (i) the distribution of shares of Common Stock by the Sponsor on a pro rata basis to its members or their permitted transferees, including to Messrs. Nayar and Sexena, and (ii) that the Sponsor has ceased to beneficially own more than five percent of the class of Common Stock.

 

Item 4. Purpose of the Transaction

 

On December 29, 2020, the Sponsor made a pro rata distribution (for no consideration) to its members of all of the 2,121,750 shares of Common Stock that it owned (the “Distribution”). As a result of the Distribution, Mr. Rahul Nayar received 561,964 shares Common Stock and Mr. Parag Saxena received 871,337 shares of Common Stock.

 

Item 5. Interest in Securities of the Issuer

 

(a)-(b) The aggregate number and percentage of Common Stock beneficially owned by the Reporting Person (on the basis of a total of 9,231,737 shares of Common Stock outstanding as of January 14, 2021 as disclosed in the Quarterly Report on Form 10-Q filed by the Issuer with the SEC on January 14, 2021) are as follows: 

 

Tenzing LLC

 

a)   Amount beneficially owned: 0 Percentage: 0
b)   Number of shares to which the Reporting Person has:  
  i. Sole power to vote or to direct the vote: 0
  ii. Shared power to vote or to direct the vote: 0
  iii. Sole power to dispose or to direct the disposition of: 0
  iv. Shared power to dispose or to direct the disposition of: 0

 

Rahul Nayar

 

a)   Amount beneficially owned: 561,964 Percentage: 6.09%
b)   Number of shares to which the Reporting Person has:  
  i. Sole power to vote or to direct the vote: 561,964
  ii. Shared power to vote or to direct the vote: 0
  iii. Sole power to dispose or to direct the disposition of: 561,964
  iv. Shared power to dispose or to direct the disposition of: 0

 

Parag Saxena

 

a)   Amount beneficially owned: 871,337 Percentage: 9.44%
b)   Number of shares to which the Reporting Person has:  
  i. Sole power to vote or to direct the vote: 871,337
  ii. Shared power to vote or to direct the vote: 0
  iii. Sole power to dispose or to direct the disposition of: 871,337
  iv. Shared power to dispose or to direct the disposition of: 0

 

(c) Except as set forth herein and elsewhere in the Schedule 13D, there have been no other transactions in the class of securities reported on that were effected by the Reporting Persons within the past sixty days.

 

 

 

 

(d) Not applicable.

 

(e) As a result of the Distribution, the Sponsor ceased to be the beneficial owner of more than five percent (5%) of the Common Stock on December 29, 2020.

 

 

 

 

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.

 

 Date: January 19, 2021    
     
  Tenzing LLC  
       
  By: /s/ Rahul Nayar  
  Name:   Rahul Nayar  
  Title:  Managing Member  
       
  By: /s/ Rahul Nayar  
    Rahul Nayar  
       
 

 By:

 /s/ Parag Saxena

 
    Parag Saxena