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 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 3)1
Lendway, Inc.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
45765Y204
(CUSIP Number)
DAVID E. LAZAR
Villa 1, 14-43rd Street
Jumeirah 2
Dubai, United Arab Emirates
(646) 768-8417
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 24, 2023
(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 ☐.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
| 1 | 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 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).
| 1 | NAME OF REPORTING PERSONS
DAVID E. LAZAR | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ | |
| 3 | SEC USE ONLY
| |
| 4 | SOU RCE OF FUNDS
PF | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
| |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
PORTUGAL, ISRAEL | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
- 0 - |
| 8 | SHARED VOTING POWER
- 0 - | |
| 9 | SOLE DISPOSITIVE POWER
- 0 - | |
| 10 | SHARED DISPOSITIVE POWER
- 0 - | |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 - | |
| 12 | CHECK BOX 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
IN | |
1
The following constitutes Amendment No. 3 to the Schedule 13D (“Amendment No. 3”) filed by the undersigned. This Amendment No. 3 amends the Schedule 13D as specifically set forth herein.
| Item 1. | Security and Issuer. |
This statement relates to the Common Stock, $0.01 par value (the “Shares”), of Lendway, Inc., a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 5000 W. 36th Street, Suite 220, Minneapolis, Minnesota 55416. On August 4, 2023, the Issuer changed its name from Insignia Systems, Inc. to Lendway, Inc. As of the filing of this Amendment No. 3, any reference to the Issuer shall be to Lendway, Inc.
| Item 5. | I nterest in Securities of the Issuer. |
Items 5(a) – (c) and (e) are hereby amended and restated to read as follows:
The aggregate percentage of Shares reported owned by each person named herein is based upon 1,797,659 Shares outstanding, which is the total number of Shares outstanding as of August 8, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 14, 2023.
| A. | Mr. Lazar |
| (a) | As of the close of business on August 28, 2023, Mr. Lazar did not own any Shares. |
Percentage: 0%
| (b) | 1.
Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 0 |
| (c) | The transactions in the Shares by the Reporting Person during the past sixty days are set forth in Schedule A and are incorporated herein by reference. All of such transactions were effected in the open market unless otherwise noted. |
| (e) | As of August 24, 2023, the Reporting Person ceased to beneficially own more than 5% of the outstanding Shares of the Issuer. |
2
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: August 29, 2023
| /s/ David E. Lazar | |
| DAVID E. LAZAR |
3
SCHEDULE A
Transaction in the Shares During the Past Sixty Days
| Nature of Transaction | Shares Sold | Price Per Share ($) | Date of Sale | |||
| DAVID E. LAZAR | ||||||
| Sale of Common Stock | 1,000 | $5.42691 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $5.40011 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $5.40501 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $5.40001 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $4.9462 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $4.75031 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $4.75001 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $4.52661 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $4.5293 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $4.5326 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $4.51451 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $4.46071 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $4.3413 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $4.32281 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $4.3852 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $4.33601 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $4.3365 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $4.30021 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $4.27841 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $4.2500 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $4.25471 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $4.27401 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $4.2740 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $4.2500 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $4.25001 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $4.25011 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $4.2648 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $4.25001 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $4.22471 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $4.21101 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $4.19691 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $4.30011 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $4.20291 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $4.31001 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $4.31001 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $4.3106 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $4.31011 | 08/24/2023 | |||
Sch. A-1
| Sale of Common Stock | 1,000 | $4.21571 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $4.19001 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $4.18291 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $4.1827 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $4.18181 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $4.17801 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $4.1824 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $4.2500 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $4.2500 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $4.2500 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $4.2500 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $4.18251 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $4.18171 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $4.17001 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $4.17011 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $4.30391 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $4.19111 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $4.18101 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $4.16081 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $4.1500 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $4.15021 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $4.15001 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $4.4501 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $4.45001 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $4.45011 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $4.45221 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $4.45011 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $4.45001 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $4.44501 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $4.20201 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $4.18001 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $4.15001 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $4.15001 | 08/24/2023 | |||
| Sale of Common Stock | 5,000 | $4.15251 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $4.15001 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $4.15691 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $4.1500 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $4.1617 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $4.1617 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $4.1617 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $4.2350 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $4.15001 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $4.15001 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $4.15001 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $4.2079 | 08/24/2023 |
Sch. A-2
| Sale of Common Stock | 1,000 | $4.20011 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $4.18601 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $4.2000 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $4.1500 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $4.20001 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $4.19001 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $4.4300 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $4.23321 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $4.20141 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $4.19591 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $4.1900 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $4.1900 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $4.1900 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $4.20051 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $4.19011 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $4.22241 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $4.18001 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $4.18001 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $4.1800 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $4.15001 | 08/24/2023 | |||
| Sale of Common Stock | 5,000 | $4.35101 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $4.26161 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $4.21011 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $4.19011 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $4.20701 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $4.17301 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $4.16191 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $4.15001 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $4.15001 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $4.15521 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $4.2001 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $4.19221 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $4.15001 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $4.16301 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $4.18141 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $4.17301 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $4.1701 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $4.1701 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $4.17001 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $4.16271 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $4.15001 | 08/24/2023 | |||
| Sale of Common Stock | 1,000 | $4.8529 | 08/28/2023 | |||
| Sale of Common Stock | 1,000 | $4.63061 | 08/28/2023 | |||
| Sale of Common Stock | 1,000 | $4.60161 | 08/28/2023 | |||
| Sale of Common Stock | 1,000 | $4.6413 | 08/28/2023 |
Sch. A-3
| Sale of Common Stock | 1,000 | $4.63891 | 08/28/2023 | |||
| Sale of Common Stock | 7,000 | $4.63301 | 08/28/2023 | |||
| Sale of Common Stock | 7,000 | $4.63061 | 08/28/2023 | |||
| Sale of Common Stock | 7,000 | $4.66091 | 08/28/2023 | |||
| Sale of Common Stock | 7,000 | $4.57191 | 08/28/2023 | |||
| Sale of Common Stock | 5,000 | $4.48721 | 08/28/2023 | |||
| Sale of Common Stock | 1,134 | $4.6800 | 08/28/2023 |
| 1 | Represents a weighted average price. These Shares were sold in multiple transactions. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Shares sold at each separate price. |
Sch. A-4