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
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OLD MARKET CAPITAL CORPORATION (Name of Issuer) |
Common Stock (Title of Class of Securities) |
65373A109 (CUSIP Number) |
Andrew Bowden 515 S. Flower Street, Los Angeles, CA, 90071 213-244-0731 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
09/07/2017 (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
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| CUSIP No. | 65373A109 |
| 1 |
Name of reporting person
The TCW Group, Inc., on behalf of the TCW Business Unit | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
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| 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)
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| 6 | Citizenship or place of organization
NEVADA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
600,704.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
8.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO, HC |
Comment for Type of Reporting Person:
ROWS 8, 10 and 11: Includes shares beneficially owned by the reporting person. Does not include shares held by Jeremy Zhu, an employee of the reporting person and a member of the issuer's board of directors, in his personal capacity that were erroneously included in the calculation of the total number of shares beneficially owned by the reporting person in prior filings on Schedule 13G. ROW 13: Based on 6,654,000 shares outstanding as of December 31, 2024, as reported by the Issuer in its Quarterly Report on Form 10-Q for the period ended December 31, 2024, filed with the Securities and Exchange Commission on February 14, 2025.
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock |
| (b) | Name of Issuer:
OLD MARKET CAPITAL CORPORATION |
| (c) | Address of Issuer's Principal Executive Offices:
1601 Dodge Street, Suite 3350, Omaha,
NEBRASKA
, 68102. |
| Item 2. | Identity and Background |
| (a) |
This Schedule 13D is being filed by The TCW Group, Inc. ("TCW") on behalf of itself and its direct and indirect subsidiaries, which collectively constitute The TCW Group, Inc. business unit (the "TCW Business Unit"). The TCW Business Unit is primarily engaged in the provision of investment management services. The TCW Business Unit is managed separately and operated independently. Investment funds affiliated with The Carlyle Group, L.P. ("The Carlyle Group") hold a minority indirect ownership interest in TCW that technically constitutes an indirect controlling interest in TCW. The principal business of The Carlyle Group is acting as a private investment firm with affiliated entities that include certain distinct specialized business units that are independently operated including the TCW Business Unit. Entities affiliated with The Carlyle Group may be deemed to share beneficial ownership of the securities reported herein. Information barriers are in place between the TCW Business Unit and The Carlyle Group. Therefore, in accordance with Rule 13d-4 under the Exchange Act, The Carlyle Group disclaims beneficial ownership of the shares beneficially owned by the TCW Business Unit and reported herein. The TCW Business Unit disclaims beneficial ownership of any shares which may be owned or reported by The Carlyle Group and its affiliates. |
| (b) | 515 South Flower Street, Los Angeles, CA 90071 |
| (c) | This Schedule 13D is being filed by The TCW Group, Inc. ("TCW") on behalf of itself and its direct and indirect subsidiaries, which collectively constitute The TCW Group, Inc. business unit (the "TCW Business Unit"). The TCW Business Unit is primarily engaged in the provision of investment management services. The TCW Business Unit is managed separately and operated independently. |
| (d) | None |
| (e) | None |
| (f) | Nevada |
| Item 3. | Source and Amount of Funds or Other Consideration |
Working capital. $7,148,164. | |
| Item 4. | Purpose of Transaction |
The purpose for the acquisition of the securities of Old Market Capital Corporation (the "Issuer") was as a long-term investor by the TCW Business Unit for the benefit of its investors. The TCW Business Unit did not acquire the securities with the intent to change or influence the control of the Issuer. On September 7, 2017, Jeremy Zhu, an employee of the TCW Business Unit, joined the Board of Directors at the invitation of the Issuer due to the TCW Business Unit's large holdings of the issuer's securities. This Schedule 13D is being filed due to the combination of the TCW Business Unit's holdings of over 5% of the equity securities of the issuer and its employee's position on the Board of Directors of the Issuer and not due to any change in its intentions, plans or proposals with respect to the Issuer. The reporting person intends to continuously review its equity interest in the Issuer. In its capacity as a stockholder of the Issuer with an employee serving on the Issuer's board of directors, the reporting person may engage in a constructive dialogue with officers, directors and other representatives of the Issuer, as well as the Issuer's shareholders. Topics of such discussions may include, but are not limited to, the Issuer's markets, operations, competitors, prospects, strategy, personnel, directors, ownership and capitalization. The reporting person may also enter into confidentiality or similar agreements with the Issuer and, subject to such an agreement or otherwise, exchange information with the Issuer. The factors that the reporting person may consider in evaluating its equity interest in the Issuer's business include the following: (i) the Issuer's business and prospects; (ii) the performance of the Common Stock and the availability of the Common Stock for purchase at particular price levels; (iii) the availability and nature of opportunities to dispose of the reporting person's equity interest; (iv) general economic conditions; (v) stock market conditions; (vi) other business and investment opportunities available to the reporting person; and (vii) other plans and requirements of the reporting person. Depending on its assessment of the foregoing factors, the reporting person may, from time to time, modify its present intention as stated in this Item 4. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The percentages of beneficial ownership reported in this Item 5, and on the cover page to this Schedule 13D, are based on 6,654,000 shares of Common Stock outstanding as of December 31, 2024, as reported by the Issuer in its Quarterly Report on Form 10-Q for the period ended December 31, 2024, filed with the Securities and Exchange Commission on February 14, 2025. The TCW Business Unit holds, and thus has shared voting and dispositive power over, 600,704 shares of Common Stock of the Issuer (which is equal to approximately 9.0% of the number of the Issuer's issued and outstanding shares of Common Stock). |
| (b) | The information included in Item 5(a) is incorporated herein by reference. |
| (c) | The reporting person has not effected any transaction involving shares of Common Stock during the 60 days prior to the filing of this Schedule 13D. |
| (d) | No person other than the reporting person is known to have the right to receive or the power to direct receipt of dividends from, or the proceeds from the sale of, the securities reported herein. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Except as otherwise described in this Schedule 13D, there are no other contracts, arrangements, understandings, or relationships (legal or otherwise) between the reporting person and any third party with respect to any securities of the Issuer, including, but not limited to, those involving the transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, put or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies. |
| 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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