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"
- Peter Lynch
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- Peter Lynch
What is insider trading>>
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)*
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High Wire Networks, Inc. (Name of Issuer) |
Common Stock, par value $0.00001 per share (Title of Class of Securities) |
42981W203 (CUSIP Number) |
05/22/2025 (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)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 42981W203 |
| 1 | Names of Reporting Persons
Mast Hill Fund, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
66,204.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
2.89 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Percentage in #11 is based on 2,290,363 common shares of the Issuer outstanding as of May 23, 2025, as reported in the Issuer's Form S-1 filed with the Securities and Exchange Commission on May 23, 2025.
SCHEDULE 13G
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| CUSIP No. | 42981W203 |
| 1 | Names of Reporting Persons
Mast Hill Management, LLC | ||||||||
| 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
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
66,204.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
2.89 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Percentage in #11 is based on 2,290,363 common shares of the Issuer outstanding as of May 23, 2025, as reported in the Issuer's Form S-1 filed with the Securities and Exchange Commission on May 23, 2025.
SCHEDULE 13G
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| CUSIP No. | 42981W203 |
| 1 | Names of Reporting Persons
Farzan Hassani | ||||||||
| 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
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
66,204.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
2.89 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Percentage in #11 is based on 2,290,363 common shares of the Issuer outstanding as of May 23, 2025, as reported in the Issuer's Form S-1 filed with the Securities and Exchange Commission on May 23, 2025.
SCHEDULE 13G
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| CUSIP No. | 42981W203 |
| 1 | Names of Reporting Persons
George Murphy | ||||||||
| 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
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
66,204.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
2.89 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Percentage in #11 is based on 2,290,363 common shares of the Issuer outstanding as of May 23, 2025, as reported in the Issuer's Form S-1 filed with the Securities and Exchange Commission on May 23, 2025.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
High Wire Networks, Inc. | |
| (b) | Address of issuer's principal executive offices:
30 North Lincoln, Batavia, IL, 60510 | |
| Item 2. | ||
| (a) | Name of person filing:
This Statement on Schedule 13G (this "Statement") is filed by Mast Hill Fund, L.P. ("Mast Hill"), Mast Hill Management, LLC ("Mast Management"), Mr. Farzan Hassani ("Mr. Hassani"), and Mr. George Murphy ("Mr. Murphy") (collectively, the "Reporting Persons"). | |
| (b) | Address or principal business office or, if none, residence:
The principal business address of each of the Reporting Persons is 150 Grossman Dr., Suite 205, Braintree, MA 02184. | |
| (c) | Citizenship:
Mast Hill is a Delaware limited partnership. Mast Management is a Delaware limited liability company. Mr. Hassani is a United States citizen. Mr. Murphy is a United States citizen. | |
| (d) | Title of class of securities:
Common Stock, par value $0.00001 per share | |
| (e) | CUSIP No.:
42981W203 | |
| 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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
The information required by Items 4(a) - (c) is set forth in Rows (5) - (11) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. Mast Management serves as the investment manager to Mast Hill, in whose name the 66,204 common shares (the "Securities") are held. As such, Mast Management may be deemed to be the beneficial owner of the Securities held by Mast Hill. Mr. Murphy and Mr. Hassani are members of Mast Management. Mr. Murphy and Mr. Hassani disclaim beneficial ownership of these securities, except to the extent of their respective pecuniary interest therein. | |
| (b) | Percent of class:
The percentages set forth on row (11) of the cover page for each Reporting Person are calculated based upon 2,290,363 common shares of the Issuer outstanding as of May 23, 2025, as reported in the Issuer's Form S-1 filed with the Securities and Exchange Commission on May 23, 2025. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
Mast Hill: 0 shares; Mast Management: 0 shares; Mr. Hassani: 0 shares; Mr. Murphy: 0 shares. | ||
| (ii) Shared power to vote or to direct the vote:
Mast Hill: 66,204 shares; Mast Management: 66,204 shares; Mr. Hassani: 66,204 shares; Mr. Murphy: 66,204 shares. | ||
| (iii) Sole power to dispose or to direct the disposition of:
Mast Hill: 0 shares; Mast Management: 0 shares; Mr. Hassani: 0 shares; Mr. Murphy: 0 shares. | ||
| (iv) Shared power to dispose or to direct the disposition of:
Mast Hill: 66,204 shares; Mast Management: 66,204 shares; Mr. Hassani: 66,204 shares; Mr. Murphy: 66,204 shares. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
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Ownership of 5 percent or less of a class
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
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.
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