Sec Form 13G Filing - Walton Thomas Layton filing for Clene Inc. (CLNN) - 2021-01-15

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 13G*
(Rule 13d-102)

INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c), AND
(d) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2
(AMENDMENT NO.     )*

 Clene Inc.
(Name of Issuer)
 
 Common Stock, $.0001 par value
(Title of Class of Securities)
 
 G8959N130
(CUSIP Number)
 
 December 30, 2020
(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. G8959N130

1
NAMES OF REPORTING PERSONS
 
 
 Thomas Layton Walton
 
 
 
 
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
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
 3,759,599
 
 
 
 
6
SHARED VOTING POWER
 
 
 0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
 3,759,599
& #xA0;
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
 0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 3,759,599
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
 6.3%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 IN
 
 
 
 
 

Item 1(a). Name of Issuer:

Clene Inc.
 
Item 1(b). Address of Issuer's Principal Executive Offices:

 6550 South Millrock Drive, Suite G50, Salt Lake City, Utah

Item 2(a). Name of Person Filing:

 Thomas Layton Walton

Item 2(b). Address of Principal Business Office or, if none, Residence:

 PO Box 1860, Bentonville, AR 72712

Item 2(c). Citizenship:

 United States

Item 2(d). Title of Class of Securities:

 Common Stock
 
Item 2(e). CUSIP Number:

 G8959N130


Item 3. If This Statement Is Filed Pursuant to Sections 240.13d-1(b) or
240.13d-2(b) or (c), Check Whether the Person Filing Is a(n):

Not applicable.


(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 Sect ion 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) ☐ Investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E);


(f) ☐ Employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F);


(g) ☐ Parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G);


(h) ☐ Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);


(i) ☐ 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 Section 240.13d-1(b)(1)(ii)(J);


(k) ☐ Group, in accordance with Section 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____________________________ .
 
Item 4. Ownership.


(a)
Amount beneficially owned:

3,759,599


(b) Percent of class: 6.3%


(c) Number of shares as to which the person has:


(i)
Sole power to vote or to direct the vote:

3,759,599


(ii)
Shared power to vote or to direct the vote:

0

  (iii)
Sole power to dispose or to direct the disposition of:

3,759,599

  (iv)
Shared power to dispose or to direct the disposition of:

0
 



The shares owned by the reporting person include 162,980 shares held in escrow to satisfy indemnification obligations, if any, arising under the terms of the Merger Agreement dated as of September 1, 2020, by and among the issuer, Fortis Advisors LLC, a Delaware limited liability company as the representative of the shareholders, Tottenham Acquisition I Ltd, a British Virgin Islands company (the “Parent”), Chelsea Worldwide Inc., a Delaware corporation and wholly-owned subsidiary of the Parent (the “Purchaser”), and Creative Worldwide Inc., a Delaware corporation and wholly-owned subsidiary of the Purchaser.  During the six-month escrow period, the reporting person has the power to vote the shares held in escrow but does not have the ability to dispose of such shares.  If any indemnification claims are satisfied by withholding part of or all of the escrow shares from their owners at the end of the escrow period, those escrow shares will be forfeited and cancelled by the issuer.


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 ☐.

Not applicable.

Item 6. Ownership of More Than Five Percent on Behalf of Another Person.

Not applicable.
 
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

 Not applicable.

Item 8. Identification and Classification of Members of the Group.

 Not appicable.

Item 9. Notice of Dissolution of Group.

 Not applicable.
 
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.

 


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:January 15, 2021
 
 
COMPANY NAME
 
 
By:
 /s/ Thomas Layton Walton
   
Thomas Layton Walton