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. 5)*
|
Symbotic Inc. (Name of Issuer) |
Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) |
87151X101 (CUSIP Number) |
Richard B. Cohen c/o Symbotic Inc., 200 Research Drive Wilmington, MA, 01887 (978) 284-2800 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
06/12/2025 (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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
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).
SCHEDULE 13D
|
| CUSIP No. | 87151X101 |
| 1 |
Name of reporting person
Richard B. Cohen | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(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
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
45,446,723.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
29.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Rows 8, 10 and 11: Consists of (i) 41,549,600 shares of Class V-3 common stock and 2,215,990 shares of Class V-1 common stock held of record by RJJRP Holdings, Inc., of which Richard B. Cohen is the President and Chief Executive Officer and (ii) 1,681,133 shares of Class V-3 common stock held of record by the Richard B. Cohen Revocable Trust, of which Richard B. Cohen is trustee. Shares of Class V-3 common stock entitles its holders to 3 votes per share and are convertible on a one-for-one basis into shares of Class A common stock of the Issuer at the election of the holder and upon the redemption of an equal number of OpCo Units (as described in Item 3 herein). Shares of Class V-1 common stock entitles its holders to 1 vote per share and are convertible on a one-for-one basis into shares of Class A common stock of the Issuer at the election of the holder and upon the redemption of an equal number of OpCo Units (as described in Item 3 herein). Row 13: Based on information about outstanding shares as of May 6, 2025 disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission on May 7, 2025. The percent of class assumes conversion of all of the Reporting Person's Class V-3 common stock and Class V-1 common stock into Class A common stock, resulting in a total of 154,526,742 shares of Class A common stock outstanding (which reflects the sum of (x) 109,080,019 shares of Class A common stock outstanding as of May 6, 2025, and (y) 45,446,723 shares of Class A common stock issuable on conversion of the Reporting Person's Cla
ss V-3 common stock and Class V-1 common stock). Based on the total of 589,610,540 shares of the Issuer's common stock outstanding as of May 6, 2025 (including (i) 109,080,019 shares of Class A common stock, (ii) 76,221,325 shares of Class V-1 common stock, and (iii) 404,309,196 shares of Class V-3 common stock), the Reporting Person beneficially owns 7.7% of the Issuer's total outstanding Class A common stock on a fully diluted basis.
SCHEDULE 13D
|
| CUSIP No. | 87151X101 |
| 1 |
Name of reporting person
The RBC 2021 4 Year GRAT | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(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
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 87151X101 |
| 1 |
Name of reporting person
RJJRP Holdings, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(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
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
43,765,590.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
28.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Rows 8, 10 and 11: Consists of 41,549,600 shares of Class V-3 common stock and 2,215,990 shares of Class V-1 common stock held of record by RJJRP Holdings, Inc. Richard B. Cohen may be deemed to have voting and dispositive power with respect to the shares by virtue of his position as President and Chief Executive Officer of RJJRP Holdings, Inc. and his ownership interest therein. Shares of Class V-3 common stock entitles its holders to 3 votes per share and are convertible on a one-for-one basis into shares of Class A common stock of the Issuer at the election of the holder and upon the redemption of an equal number of OpCo Units (as described in Item 3 herein). Shares of Class V-1 common stock entitles its holders to 1 vote per share and are convertible on a one-for-one basis into shares of Class A common stock of the Issuer at the election of the holder and upon the redemption of an equal number of OpCo Units (as described in Item 3 herein). Row 13: Based on information about outstanding shares as of May 6, 2025 disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission on May 7, 2025. The percent of class assumes conversion of all of the Reporting Person's Class V-3 common stock and Class V-1 common stock into Class A common stock, resulting in a total of 152,845,609 shares of Class A common stock outstanding (which reflects the sum of (x) 109,080,019 shares of Class A common stock outstanding as of May 6, 2025 and (y) 43,765,590 shares of Class A common stock issuable on conversion of the Reporting Person's Class V-3 common stock and Class V-1 common stock). Based on the total of 589,610,540 shares of the Issuer's common stock outstanding as of May 6, 2025 (including (i) 109,080,019 shares of Class A common stock, (ii) 76,221,325 shares of Class V-1 common stock, and (iii) 404,309,196 shares of Class V-3 common stock), the Reporting Person beneficially owns 7.4% of the Issuer's total outstanding Class A common stock on a fully diluted basis (assuming conversion of all outstanding shares of Class V-1 common stock and Class V-3 common stock).
SCHEDULE 13D
|
| CUSIP No. | 87151X101 |
| 1 |
Name of reporting person
Richard B. Cohen Revocable Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(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
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,681,133.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Rows 8, 10 and 11: Consists of 1,681,133 shares of Class V-3 common stock held of record by the Richard B. Cohen Revocable Trust. Richard B. Cohen may be deemed to have voting and dispositive power with respect to the shares by virtue of his position Trustee of the Richard B. Cohen Revocable Trust. Shares of Class V-3 common stock entitles its holders to 3 votes per share and are convertible on a one-for-one basis into shares of Class A common stock of the Issuer at the election of the holder and upon the redemption of an equal number of OpCo Units (as described in Item 3 herein). Row 13: Based on information about outstanding shares as of May 6, 2025 disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission on May 7, 2025. The percent of class assumes conversion of all of the Reporting Person's Class V-3 common stock into Class A common stock, resulting in a total of 110,761,152 shares of Class A common stock outstanding (which reflects the sum of (x) 109,080,019 shares of Class A common stock outstanding as of May 6, 2025 and (y) 1,681,133 shares of Class A common stock issuable on conversion of the Reporting Person's Class V-3 common stock). Based on the total of 589,610,540 shares of the Issuer's common stock outstanding as of May 6, 2025 (including (i) 109,080,019 shares of Class A common stock, (ii) 76,221,325 shares of Class V-1 common stock, and (iii) 404,309,196 shares of Class V-3 common stock), the Reporting Person beneficially owns 0.3% of the Issuer's total outstanding Class A common stock on a fully diluted basis (assuming conversion of all outstanding shares of Class V-1 common stock and Class V-3 common stock).
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Common Stock, par value $0.0001 per share | |
| (b) | Name of Issuer:
| |
| (c) | Address of Issuer's Principal Executive Offices:
200 Research Drive, Wilmington,
MASSACHUSETTS
, 01887. | |
Item 1 Comment:
Explanatory Note This Amendment No. 5 (this "Schedule 13D Amendment") to the Schedule 13D originally filed with the U.S. Securities and Exchange Commission (the "SEC") on June 17, 2022, as amended by Amendment No. 1 to the Schedule 13D filed on July 21, 2022, Amendment No. 2 to the Schedule 13D filed on January 13, 2023, Amendment No. 3 to the Schedule 13D filed on July 26, 2023, and amendment No. 4 to the Schedule 13D filed on February 23, 2024 (as amended by this Schedule 13D Amendment, the "Schedule 13D"), is being filed on behalf of the Reporting Persons (as defined below), with respect to the shares of Class A common stock, par value $0.0001 per share (the "Class A Common Stock"), of Symbotic Inc., a Delaware corporation ("Symbotic", the "Company" or the "Issuer"). Other than as set forth below, all Items in the Schedule 13D are materially unchanged. Capitalized terms used in this Schedule 13D Amendment which are not defined herein have the meanings given to them in the Schedule 13D. | ||
| Item 2. | Identity and Background | |
| (a) | This Schedule 13D is filed jointly by (i) Richard B. Cohen, (ii) RJJRP Holdings, Inc., (iii) The RBC 2021 4 Year GRAT, and (iv) the Richard B. Cohen Revocable Trust (collectively, the "Reporting Persons"). Richard B. Cohen is the sole trustee of The RBC 2021 4 Year GRAT and the Richard B. Cohen Revocable Trust. Richard B. Cohen is the sole shareholder and the President and Chief Executive Officer of RJJRP Holdings, Inc. | |
| (b) | The principal business address of each Reporting Person is c/o Symbotic Inc., 200 Research Drive, Wilmington, MA 01887. | |
| (c) | Richard B. Cohen, a natural person, is the Chairman of the Board of Directors and the President and Chief Executive Officer of the Issuer. RJJRP Holdings, Inc., a Delaware corporation, is principally engaged in the business of holding and managing investments in the securities of the Issuer and other companies. RJJRP Holdings, Inc., a Delaware corporation, is principally engaged in the business of holding and managing investments in the securities of the Issuer and other companies. The name, business address, present principal occupation or employment and citizenship of each director and executive officer, as applicable, of RJJRP Holdings, Inc. (each of such directors and officers, a "Covered Person" and collectively, the "Covered Persons") are set forth on Schedule A attached hereto, which is incorporated into this Item 2 by reference. The RBC 2021 4 Year GRAT is a trust established under the laws of New Hampshire for the benefit of Richard B. Cohen and has an address of c/o Symbotic Inc., Attention: Richard B. Cohen, 200 Research Drive, Wilmington, MA 01887. The Richard B. Cohen Revocable Trust is a trust established under the laws of New Hampshire for the benefit of Richard B. Cohen and his immediate family members, and has an address of c/o Symbotic Inc., Attention: Richard B. Cohen, 200 Research Drive, Wilmington, MA 01887. | |
| (d) | During the last five years preceding the date of this filing, none of the Reporting Persons and, to the Reporting Persons' knowledge, none of the Covered Persons, has been (i) convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) 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 to, federal or state securities laws or finding any violation with respect to such laws. | |
| (e) | During the last five years preceding the date of this filing, none of the Reporting Persons and, to the Reporting Persons' knowledge, none of the Covered Persons, has been (i) convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) 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 to, federal or state securities laws or finding any violation with respect to such laws. | |
| (f) | Richard B. Cohen is a citizen of the United States. RJJRP Holdings, Inc., The RBC 2021 4 Year GRAT and the Richard B. Cohen Revocable Trust are organized in the jurisdiction set forth in Item 2(c). | |
| Item 4. | Purpose of Transaction | |
Item 4 of Schedule 13D is hereby amended to include the following: According to the terms of The RBC 2021 4 Year GRAT's trust agreement, The RBC 2021 4 Year GRAT terminated on March 31, 2025 and the remainder of The RBC 2021 4 Year GRAT (after full and final payment of any annuity amounts owed to Richard B. Cohen) (the "GRAT Remainder"), was to be distributed to the RBC Millennium Trust. The trustees of the RBC Millennium Trust resolved to accept the GRAT Remainder and hold and administer the GRAT Remainder in a separate, GST non-exempt trust apart from the principal and income held by the Millennium Trust. On June 12, 2025, The RBC 2021 4 Year GRAT distributed the GRAT Remainder to The RBC Millennium GST Non-Exempt Trust (the "Distribution"). As a result of the Distribution, The RBC Millennium GST Non-Exempt Trust received in the aggregate the 165,647,479 common units in Symbotic Holdings LLC ("OpCo"), 163,355,074 shares of Symbotic Class V-3 Common Stock and 2,292,405 shares of Symbotic Class V-1 Common Stock previously held by The RBC 2021 4 Year GRAT. Also on June 12, 2205, The Richard B. Cohen Revocable Trust made a bona fide gift to a charitable donor-advised fund of 750,000 common units of Symbotic Holdings LLC and 750,000 shares of Symbotic Class V-3 Common Stock. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 of Schedule 13D is hereby amended and restated as follows: The responses of the Reporting Persons to rows (7) through (13) of the cover pages and Items 2, 3, 4 and 6 of this Schedule 13D are incorporated into this Item 5 by reference. Based on information about outstanding shares as of May 6, 2025 disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission on May 7, 2025. The Reporting Persons are in the aggregate beneficial owners of 43,230,733 shares of Class V-3 Common Stock and 2,215,990 shares of Class V-1 Common Stock, each of which are convertible on a one-for-one basis into shares of Class A Common Stock at the election of the holder and upon the redemption of an equal number of OpCo Units (as described in Item 3 herein). Pursuant to Rule 13d-3 of the Act, the Reporting Persons may be deemed to be in the aggregate the beneficial owners of 29.4% of the Class A Common Stock, calculated based on the percent of Class A Common Stock the Reporting Persons would hold in the aggregate assuming the conversion of all of each Reporting Person's shares of Class V-3 Common Stock and Class V-1 Common Stock, as applicable, into shares of Class A Common Stock, resulting in a total of (i) 154,526,742 shares of Class A Common Stock outstanding (which reflects the sum of (x) 109,080,019 shares of Class A Common Stock outstanding as of May 6, 2025 and (y) 45,446,723 shares of Class A Common Stock issuable on conversion of the Reporting Persons' Class V-3 Common Stock and Class V-1 Common Stock, as applicable). Based on the total of 589,610,540 shares of the Issuer's common stock outstanding as of May 6, 2025 (including (i) 109,080,019 shares of Class A Common Stock, (ii) 76,221,325 shares of Class V-1 Common Stock, and (iii) 404,309,196 shares of Class V-3 Common Stock), the Reporting Persons collectively beneficially own in the aggregate 7.7% of the Issuer's total outstanding Class A Common Stock on a fully diluted basis (assuming conversion of all outstanding shares of Class V-1 Common Stock and Class V-3 Common Stock). Based on information about outstanding shares as of May 6, 2025 disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission on May 7, 2025., RJJRP Holdings, Inc. is the record holder of 41,549,600 shares of Class V-3 Common Stock and 2,215,990 shares of Class V-1 Common Stock. Richard B. Cohen may be deemed to beneficially own the securities of the Issuer held directly by RJJRP Holdings, Inc. by virtue of his position as President and Chief Executive Officer of RJJRP and his ownership interest therein. Based on information about outstanding shares as of May 6, 2025 disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission on May 7, 2025. Richard B. Cohen Revocable Trust is the record holder of 1,681,133 shares of Class V-3 Common Stock. Richard B. Cohen may be deemed to beneficially own the securities of the Issuer held directly by the Richard B. Cohen Revocable Trust by virtue of his role as sole trustee of the trust. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the beneficial owners of any securities of the Issuer he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities of the Issuer reported herein except to the extent such Reporting Person actually exercises voting or dispositive power with respect to such securities. To the Reporting Persons' knowledge, except as disclosed in Schedule A, none of the Covered Persons directly owns any shares of Issuer's common stock; however, because each Covered Person is a director or executive officer of one or more Reporting Persons, each Covered Person may be deemed to be the beneficial owner of the shares of Issuer's common stock beneficially owned by the Reporting Person(s) for which they each serve as director or executive officer. Each of the Covered Persons hereby disclaims beneficial ownership of any shares of Issuer's common stock and the filing of this Schedule 13D shall not be construed as an admission that any such Covered Person is the beneficial owner of any securities covered by this Schedule 13D or that any such Covered Person is a member of a "group" for Section 13(d) purposes. | |
| (b) | Item 5 of Schedule 13D is hereby amended and restated as follows: The responses of the Reporting Persons to rows (7) through (13) of the cover pages and Items 2, 3, 4 and 6 of this Schedule 13D are incorporated into this Item 5 by reference. Based on information about outstanding shares as of May 6, 2025 disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission on May 7, 2025. The Reporting Persons are in the aggregate beneficial owners of 43,230,733 shares of Class V-3 Common Stock and 2,215,990 shares of Class V-1 Common Stock, each of which are convertible on a one-for-one basis into shares of Class A Common Stock at the election of the holder and upon the redemption of an equal number of OpCo Units (as described in Item 3 herein). Pursuant to Rule 13d-3 of the Act, the Reporting Persons may be deemed to be in the aggregate the beneficial owners of 29.4% of the Class A Common Stock, calculated based on the percent of Class A Common Stock the Reporting Persons would hold in the aggregate assuming the conversion of all of each Reporting Person's shares of Class V-3 Common Stock and Class V-1 Common Stock, as applicable, into shares of Class A Common Stock, resulting in a total of (i) 154,526,742 shares of Class A Common Stock outstanding (which reflects the sum of (x) 109,080,019 shares of Class A Common Stock outstanding as of May 6, 2025 and (y) 45,446,723 shares of Class A Common Stock issuable on conversion of the Reporting Persons' Class V-3 Common Stock and Class V-1 Common Stock, as applicable). Based on the total of 589,610,540 shares of the Issuer's common stock outstanding as of May 6, 2025 (including (i) 109,080,019 shares of Class A Common Stock, (ii) 76,221,325 shares of Class V-1 Common Stock, and (iii) 404,309,196 shares of Class V-3 Common Stock), the Reporting Persons collectively beneficially own in the aggregate 7.7% of the Issuer's total outstanding Class A Common Stock on a fully diluted basis (assuming conversion of all outstanding shares of Class V-1 Common Stock and Class V-3 Common Stock). Based on information about outstanding shares as of May 6, 2025 disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission on May 7, 2025., RJJRP Holdings, Inc. is the record holder of 41,549,600 shares of Class V-3 Common Stock and 2,215,990 shares of Class V-1 Common Stock. Richard B. Cohen may be deemed to beneficially own the securities of the Issuer held directly by RJJRP Holdings, Inc. by virtue of his position as President and Chief Executive Officer of RJJRP and his ownership interest therein. Based on information about outstanding shares as of May 6, 2025 disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission on May 7, 2025. Richard B. Cohen Revocable Trust is the record holder of 1,681,133 shares of Class V-3 Common Stock. Richard B. Cohen may be deemed to beneficially own the securities of the Issuer held directly by the Richard B. Cohen Revocable Trust by virtue of his role as sole trustee of the trust. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the beneficial owners of any securities of the Issuer he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities of the Issuer reported herein except to the extent such Reporting Person actually exercises voting or dispositive power with respect to such securities. To the Reporting Persons' knowledge, except as disclosed in Schedule A, none of the Covered Persons directly owns any shares of Issuer's common stock; however, because each Covered Person is a director or executive officer of one or more Reporting Persons, each Covered Pers
on may be deemed to be the beneficial owner of the shares of Issuer's common stock beneficially owned by the Reporting Person(s) for which they each serve as director or executive officer. Each of the Covered Persons hereby disclaims beneficial ownership of any shares of Issuer's common stock and the filing of this Schedule 13D shall not be construed as an admission that any such Covered Person is the beneficial owner of any securities covered by this Schedule 13D or that any such Covered Person is a member of a "group" for Section 13(d) purposes. | |
| (c) | Except for the transactions described in Item 3, Item 4 and Item 6 of this Schedule 13D, which are incorporated into this Item 5(c) by reference, none of the Reporting Persons nor, to their knowledge, any of the Covered Persons, has effected any transactions in the Issuer's common stock during the past 60 days. | |
| (d) | Except as disclosed in this Schedule 13D, to the knowledge of the Reporting Persons, no other person is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities covered by this statement on Schedule 13D. | |
| Item 7. | Material to be Filed as Exhibits. | |
Schedule A - The name, present principal occupation or employment, business address, citizenship and beneficial interests in the Issuer of each of the directors and officers of RJJRP Holdings, Inc. | ||
| 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.
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