0001193125-16-427890.txt : 20160112 0001193125-16-427890.hdr.sgml : 20160112 20160112155204 ACCESSION NUMBER: 0001193125-16-427890 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20160112 DATE AS OF CHANGE: 20160112 GROUP MEMBERS: MARY WILKIE EBRAHIMI SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ROYAL HAWAIIAN ORCHARDS, L.P. CENTRAL INDEX KEY: 0000792161 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE PRODUCTION - CROPS [0100] IRS NUMBER: 990248088 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-62439 FILM NUMBER: 161338789 BUSINESS ADDRESS: STREET 1: 688 KINOOLE STREET STREET 2: SUITE 121 CITY: HILO STATE: HI ZIP: 96720 BUSINESS PHONE: 8089698032 MAIL ADDRESS: STREET 1: 688 KINOOLE STREET STREET 2: SUITE 121 CITY: HILO STATE: HI ZIP: 96720 FORMER COMPANY: FORMER CONFORMED NAME: ML MACADAMIA ORCHARDS L P DATE OF NAME CHANGE: 19981029 FORMER COMPANY: FORMER CONFORMED NAME: MAUNA LOA MACADAMIA PARTNERS LP DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: EBRAHIMI FARHAD FRED CENTRAL INDEX KEY: 0001071351 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 191 UNIVERSITY BLVD. STREET 2: #246 CITY: DENVER STATE: CO ZIP: 80206 SC 13D/A 1 d116941dsc13da.htm SC 13D/A SC 13D/A

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

(RULE 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO

RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

(Amendment No. 27)*

 

 

Royal Hawaiian Orchards, LP

(Name of Issuer)

Class A Units

(Title of Class of Securities)

78028T100

(CUSIP Number)

Brad Nelson

191 University Blvd, Suite 246

Denver, Colorado 80206

(239) 970-4085

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

January 5, 2016

(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7 for other parties to whom copies are to be sent.

 

 

 

* 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 PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

Farhad Fred Ebrahimi

 

  2   

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  ¨

 

  3   

SEC USE ONLY

 

  4   

SOURCE 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

 

United States

 

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

0 shares

 

     8    

SHARED VOTING POWER

 

7,336,821 shares

 

     9    

SOLE DISPOSITIVE POWER

 

0 shares

 

   10    

SHARED DISPOSITIVE POWER

 

7,336,821 shares

 

  11   

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

7,336,821 shares

 

  12   

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*    ¨

 

  13   

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

66.1%

 

  14   

TYPE OF REPORTING PERSON*

 

IN

 

 


  1   

NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

Mary Wilkie Ebrahimi

 

  2   

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  ¨

 

  3   

SEC USE ONLY

 

  4   

SOURCE 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

 

United States

 

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

0 shares

 

     8    

SHARED VOTING POWER

 

7,336,821 shares

 

     9    

SOLE DISPOSITIVE POWER

 

0 shares

 

   10    

SHARED DISPOSITIVE POWER

 

7,336,821 shares

 

11   

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

7,336,821 shares

 

12   

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*    ¨

 

13   

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

66.1%

 

14   

TYPE OF REPORTING PERSON*

 

IN

 

 


Schedule 13D/A

This Amendment No. 27 to Schedule 13D, filed in January of 2002, as amended by Amendment No. 1 to Schedule 13D, filed on June 4, 2002, as amended by Amendment No. 2, filed on August 8, 2002, as amended by Amendment No. 3, filed on May 30, 2003, as amended by Amendment No. 4, filed on January 20, 2006, as amended by Amendment No. 5, filed on January 18, 2008, as amended by Amendment No. 6, filed on April 30, 2008, as amended by Amendment No. 7, filed on June 9, 2008, as amended by Amendment No. 8, filed on July 18, 2008, as amended by Amendment No. 9, filed on August 8, 2008, as amended by Amendment No. 10, filed on September 12, 2008, as amended by Amendment No. 11, filed on September 25, 2008, as amended by Amendment No. 12, filed on October 10, 2008, as amended by Amendment No. 13, filed on November 26, 2008, as amended by Amendment No. 14, filed on January 29, 2009, as amended by Amendment No. 15, filed on March 17, 2009, as amended by Amendment No. 16, filed on April 23, 2009, as amended by Amendment No. 17, filed on October 7, 2009, as amended by Amendment No. 18, filed on November 16, 2009, as amended by Amendment No. 19, filed on December 6, 2010, as amended by Amendment No. 20, filed on April 14, 2011, as amended by Amendment No.


21, filed on December 6, 2011, as amended by Amendment No. 22, filed on October 4, 2012, as amended by Amendment No. 23, filed on March 20, 2013, as amended by Amendment No. 24, filed on February 20, 2014, as amended by Amendment No. 25, filed on October 21, 2014, as amended by Amendment No. 26, filed on June 11, 2015.

 

Item 1. SECURITY AND ISSUER.

This statement relates to the Class A Units, without par value of Royal Hawaiian Orchards, LP, which has its principal executive office at 688 Kinoole Street, Suite 121, Hilo, Hawaii 96720.

 

Item 2. IDENTITY AND BACKGROUND.

(a) This statement is being filed by Farhad Fred Ebrahimi and Mary Wilkie Ebrahimi (the “Reporting Persons”).

(b) 191 University Blvd, Suite 246, Denver, Colorado 80206.

(c) Farhad Fred Ebrahimi is an investor, and Mary Wilkie Ebrahimi is not employed.

(d) Neither of the Reporting Persons has, during the last five years, been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) Neither of the Reporting Persons has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding become (or remain) subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities law, or finding any violation with respect to such laws.

(f) United States.

 

Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

The reporting persons paid $375,951 from personal funds to acquire the Class A units.

 

Item 4. PURPOSE OF TRANSACTION.

The Reporting Persons have purchased additional Class A Units in the open market for investment purposes.

The board of directors of the general partner of the Issuer elected Brad Nelson as a director of the general partner effective as of October 1, 2009. Mr. Nelson is the President and owner of West Sedge, Inc., which provides finance and management services to businesses and family offices, including companies owned by the Ebrahimi family and companies owned by Mr. Fred Ebrahami. There is no agreement between the Reporting Persons and the Issuer or the general partner of the issuer relating to the election of Mr. Nelson to the board, nor does Mr. Nelson have any other relationship with the Issuer, its agents, partners, or any of its executive officers, directors, or affiliates.


The Reporting Persons may make additional purchases of Class A Units or other securities of the Issuer, either in the open market or in private transactions, depending on their evaluation of the Issuer’s business, prospects and financial condition, the market for the Class A Units or other securities, other opportunities available to them, general economic conditions, money and stock market conditions, and other future developments. Depending on these same factors, the Reporting Persons may decide to sell all or part of their investment in the Issuer’s Class A Units.

Except as set forth above, none of the Reporting Persons has any present plans which relate to or would result in:

(a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

(b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

(c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;

(d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

(e) Any material change in the present capitalization or dividend policy of the Issuer;

(f) any other material change in the Issuer’s business or corporate structure;

(g) Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;

(h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

(i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or

(j) Any action similar to any of those enumerated above.

The Reporting Persons reserve the right, subject to applicable law, to review or reconsider their position, change their purpose, take other actions (including actions that could involve one or more of the types of transactions or have one or more of the results described in (a) through (j) above, or formulate and implement plans or proposals with respect to any of the foregoing.


Item 5. INTEREST IN SECURITIES OF THE ISSUER.

(a) Farhad Fred Ebrahimi and Mary Wilkie Ebrahimi jointly hold 7,336,821 of the Issuer’s Class A Units. Based on the number of shares reported as outstanding in the Issuer’s 10-Q, filed with the Securities Exchange Commission on November 16, 2015, this represents 66.1% of the outstanding Class A Units of the Issuer.

(b) Number of shares as to which Farhad Fred Ebrahimi and Mary Wilkie Ebrahimi have:

(i) sole power to vote or to direct the vote: 0 shares

(ii) shared power to vote or to direct the vote: 7,336,821 shares

(iii) sole power to dispose or to direct the disposition of: 0 shares

(iv) shared power to vote or to direct the vote: 7,336,821 shares

(c) The following transactions have been effected by the Reporting Persons in the last 60 days:

 

Date of
Transaction

  

Type of Transaction

   Quantity      Price per
Share (in
US
Dollars)
 
11/19/2015    Purchase of Class A Units      4,884       $ 2.73   
11/19/2015    Purchase of Class A Units      9,000       $ 2.71   
12/1/2015    Purchase of Class A Units      200       $ 2.89   
12/3/2015    Purchase of Class A Units      100       $ 2.83   
12/7/2015    Purchase of Class A Units      100       $ 2.83   
12/9/2015    Purchase of Class A Units      97       $ 3.01   
12/9/2015    Purchase of Class A Units      100       $ 2.99   
12/9/2015    Purchase of Class A Units      800       $ 3.00   
12/9/2015    Purchase of Class A Units      350       $ 2.95   
12/9/2015    Purchase of Class A Units      1,200       $ 2.81   
12/9/2015    Purchase of Class A Units      100       $ 3.08   
12/14/2015    Purchase of Class A Units      100       $ 3.02   
12/14/2015    Purchase of Class A Units      2,409       $ 3.01   
12/14/2015    Purchase of Class A Units      100       $ 2.99   
12/14/2015    Purchase of Class A Units      10,000       $ 3.00   
12/18/2015    Purchase of Class A Units      6,121       $ 3.06   


Date of
Transaction

  

Type of Transaction

   Quantity      Price per
Share (in
US
Dollars)
 
12/23/2015    Purchase of Class A Units      100       $ 2.91   
12/23/2015    Purchase of Class A Units      5,100       $ 2.90   
12/29/2015    Purchase of Class A Units      92       $ 2.97   
1/5/2016    Purchase of Class A Units      5,351       $ 3.15   
1/5/2016    Purchase of Class A Units      2,800       $ 3.11   
1/8/2016    Purchase of Class A Units      10,000       $ 3.15   

All of these transactions were effected by the Reporting Persons through Fidelity Investments’ online brokerage in the OTC Market.

(d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of the shares beneficially owned by any of the Reporting Persons.

(e) Not applicable

 

Item 6. CONTRACTS, ARRANGEMENTS, UNDERTAKINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

Not applicable.

 

Item 7. MATERIAL TO BE FILED AS EXHIBITS.

Exhibit A - Power of Attorney

Exhibit B - Power of Attorney

Exhibit C - Agreement regarding filing of joint Schedule 13D.


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: January 12, 2016

 

By:

 

*

Name: Farhad Fred Ebrahimi

By:

 

**

Name: Mary Wilkie Ebrahimi

 

*By:

 

/s/ Brad Nelson

  Brad Nelson as Attorney-in-Fact

**By:

 

/s/ Brad Nelson

  Brad Nelson as Attorney-in-Fact

 

* This Amendment No. 27 to Schedule 13D was executed by Brad Nelson pursuant to a Power of Attorney, filed with the Securities and Exchange Commission herewith.
** This Amendment No. 27 to Schedule 13D was executed by Brad Nelson pursuant to a Power of Attorney, filed with the Securities and Exchange Commission herewith.


EXHIBIT INDEX

Exhibit A - Power of Attorney

Exhibit B - Power of Attorney

Exhibit C - Agreement regarding filing of joint Schedule 13D.

EX-99.A 2 d116941dex99a.htm EX-99.A EX-99.A

Exhibit A

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that the person whose signature appears below hereby constitutes and appoints Brad Nelson his true and lawful attorney-in-fact and agent, for him and in his name, place and stead, in any and all capacities (including, but not limited to, as a general partner of any partnership, a member or manager of any limited liability company, a trustee of any trust, or an officer or director of any corporation or other entity), with full power of substitution, to: (i) sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed pursuant to Section 13 or 16 of the Securities Exchange Act of 1934, as amended, and any and all regulations promulgated thereunder, (ii) sign any notice on Form 144 (including any amendments thereto) pursuant to Rule 144 of the Securities Act of 1933, as amended, (iii) file the same (including any amendments thereto), with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and any stock exchange or similar authority, and (iv) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this power of attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing necessary, desirable or appropriate.

The understood hereby grants to the attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney.

This power of attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has executed this power of attorney as of the 11th day of February, 2014.

 

 

/s/ Farhad Fred Ebrahimi

  Farhad Fred Ebrahimi
EX-99.B 3 d116941dex99b.htm EX-99.B EX-99.B

Exhibit B

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that the person whose signature appears below hereby constitutes and appoints Brad Nelson her true and lawful attorney-in-fact and agent, for her and in her name, place and stead, in any and all capacities (including, but not limited to, as a general partner of any partnership, a member or manager of any limited liability company, a trustee of any trust, or an officer or director of any corporation or other entity), with full power of substitution, to: (i) sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed pursuant to Section 13 or 16 of the Securities Exchange Act of 1934, as amended, and any and all regulations promulgated thereunder, (ii) sign any notice on Form 144 (including any amendments thereto) pursuant to Rule 144 of the Securities Act of 1933, as amended, (iii) file the same (including any amendments thereto), with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and any stock exchange or similar authority, and (iv) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this power of attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing necessary, desirable or appropriate.

The understood hereby grants to the attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney.

This power of attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has executed this power of attorney as of the 11th day of February, 2014.

 

/s/ Mary Wilkie Ebrahimi

Mary Wilkie Ebrahimi
EX-99.C 4 d116941dex99c.htm EX-99.C EX-99.C

Exhibit C

AGREEMENT

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13D need be filed with respect to the ownership by each of the undersigned of shares of Class A Units of Royal Hawaiian Orchards, LP.

Executed as a sealed instrument this 17th day of January, 2008.

 

By:

 

***

Name: Farhad Fred Ebrahimi

By:

 

****

Name: Mary Wilkie Ebrahimi

 

***By:

 

/s/ Brad Nelson

  Brad Nelson as Attorney-in-Fact

****By:

 

/s/ Brad Nelson

  Brad Nelson as Attorney-in-Fact

 

*** This Agreement was executed by Brad Nelson pursuant to a Power of Attorney, filed as an exhibit to Amendment 5 of Form 13D filed with the Securities and Exchange Commission on January 18, 2008.
**** This Agreement was executed by Brad Nelson pursuant to a Power of Attorney, filed as an exhibit to Amendment 5 of Form 13D filed with the Securities and Exchange Commission on January 18, 2008.