0001144204-14-009198.txt : 20140214 0001144204-14-009198.hdr.sgml : 20140214 20140214111754 ACCESSION NUMBER: 0001144204-14-009198 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140214 DATE AS OF CHANGE: 20140214 GROUP MEMBERS: JOSHUA LANDES GROUP MEMBERS: NELSON OBUS GROUP MEMBERS: WYNNEFIELD CAPITAL MANAGEMENT, LLC GROUP MEMBERS: WYNNEFIELD CAPITAL, INC. GROUP MEMBERS: WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I GROUP MEMBERS: WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MusclePharm Corp CENTRAL INDEX KEY: 0001415684 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 770664193 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-85226 FILM NUMBER: 14612600 BUSINESS ADDRESS: STREET 1: 4721 IRONTON STREET CITY: DENVER STATE: CO ZIP: 80239 BUSINESS PHONE: (800) 210-7369 MAIL ADDRESS: STREET 1: 4721 IRONTON STREET CITY: DENVER STATE: CO ZIP: 80239 FORMER COMPANY: FORMER CONFORMED NAME: Tone in Twenty DATE OF NAME CHANGE: 20071018 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WYNNEFIELD PARTNERS SMALL CAP VALUE LP CENTRAL INDEX KEY: 0000899083 IRS NUMBER: 133688497 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 450 SEVENTH AVENUE STREET 2: SUITE 509 CITY: NEW YORK STATE: NY ZIP: 10123 BUSINESS PHONE: 212-760-0814 MAIL ADDRESS: STREET 1: 450 SEVENTH AVENUE STREET 2: SUITE 509 CITY: NEW YORK STATE: NY ZIP: 10123 SC 13G 1 v365734_sc13g.htm SC 13G

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

 

MUSCLEPHARM Corp.

(Name of Issuer)

 

 

 

Common Stock, $.001 Par Value Per Share

(Title and Class of Securities)

 

 

627335201

(CUSIP Number)

 

 

December 31, 2013

(Date of Event which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this schedule is filed:

 

xRule 13d-1(b)
¨Rule 13d-1(c)
¨Rule 13d-1(d)

 

 
 

 

CUSIP No. 627335201   Page 2 of 12 Pages

 

1

NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

 

WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P.

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨
(b) x Reporting Person is affiliated with other persons

 

 

 

3 SEC USE ONLY

 
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5

SOLE VOTING POWER

 

299,953 Shares

 

6

SHARED VOTING POWER

 

0

 

7

SOLE DISPOSITIVE POWER

 

299,953 Shares

 

8

SHARED DISPOSITIVE POWER

 

0

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

299,953 Shares

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

£

 
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

3.0 %

 

12

TYPE OF REPORTING PERSON

 

PN

 

         

 

2
 

 

CUSIP No. 627335201   Page 3 of 12 Pages

 

1

NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

 

WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨
(b) x Reporting Person is affiliated with other persons

 

 
3 SEC USE ONLY

 
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5

SOLE VOTING POWER

 

474,108 Shares

 

6

SHARED VOTING POWER

 

0

 

7

SOLE DISPOSITIVE POWER

 

474,108 Shares

 

8

SHARED DISPOSITIVE POWER

 

0

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

474,108 Shares

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

£

 
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

4.7%

 

12

TYPE OF REPORTING PERSON

 

PN

 

         

 

3
 

 

CUSIP No. 627335201   Page 4 of 12 Pages

 

1

NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

 

WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD.

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨
(b) x Reporting Person is affiliated with other persons

 

 
3 SEC USE ONLY

 
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5

SOLE VOTING POWER

 

225,939 Shares

 

6

SHARED VOTING POWER

 

0

 

7

SOLE DISPOSITIVE POWER

 

225,939 Shares

 

8

SHARED DISPOSITIVE POWER

 

0

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

225,939 Shares

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

£

 
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

2.2%

 

12

TYPE OF REPORTING PERSON

 

CO

 

         

 

4
 

 

CUSIP No. 627335201   Page 5 of 12 Pages

 

1

NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

 

WYNNEFIELD CAPITAL MANAGEMENT, LLC

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨
(b) x Reporting Person is affiliated with other persons

 

 
3 SEC USE ONLY

 
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

New York

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5

SOLE VOTING POWER

 

774,061 Shares (1)

 

6

SHARED VOTING POWER

 

0

 

7

SOLE DISPOSITIVE POWER

 

774,061 Shares (1)

 

8

SHARED DISPOSITIVE POWER

 

0

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

774,061 Shares (1)

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

£

 
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

7.6% (1)

 

12

TYPE OF REPORTING PERSON

 

OO

  

         

(1) Wynnefield Capital Management, LLC holds an indirect beneficial interest in these shares which are directly beneficially owned by Wynnefield Partners Small Cap Value, L.P. and Wynnefield Partners Small Cap Value, L.P. I.

 

5
 

 

CUSIP No. 627335201   Page 6 of 12 Pages

 

1

NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

 

WYNNEFIELD CAPITAL, INC.

  

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨
(b) x Reporting Person is affiliated with other persons

 

 

 

3 SEC USE ONLY

 
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5

SOLE VOTING POWER

 

225,939 Shares (1)

 

6

SHARED VOTING POWER

 

0

 

7

SOLE DISPOSITIVE POWER

 

225,939 Shares (1)

 

8

SHARED DISPOSITIVE POWER

 

0

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

225,939 Shares (1)

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

£

 
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

2.2% (1)

 

12

TYPE OF REPORTING PERSON

 

CO

 

         

(1) Wynnefield Capital, Inc. holds an indirect beneficial interest in these shares which are directly beneficially owned by Wynnefield Small Cap Value Offshore Fund, Ltd.

 

6
 

 

CUSIP No. 627335201   Page 7 of 12 Pages

 

1

NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

 

NELSON OBUS

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨
(b) x Reporting Person is affiliated with other persons

 

 

 

3 SEC USE ONLY

 
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5

SOLE VOTING POWER

 

1,000,000 Shares (1)

 

6

SHARED VOTING POWER

 

0

 

7

SOLE DISPOSITIVE POWER

 

1,000,000 Shares (1)

 

8

SHARED DISPOSITIVE POWER

 

0

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,000,000 Shares (1)

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

£

 
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

9.9% (1)

 

12 TYPE OF REPORTING PERSON   

IN
         

(1) Mr. Obus may be deemed to hold an indirect beneficial interest in these shares, which are directly beneficially owned by Wynnefield Partners Small Cap Value, L.P., Wynnefield Partners Small Cap Value, L.P. I and Wynnefield Small Cap Value Offshore Fund because he is a co-managing member of Wynnefield Capital Management, LLC and a principal executive officer of Wynnefield Capital, Inc. (the investment manager of Wynnefield Small Cap Value Offshore Fund). The filing of this Statement and any future amendment by Mr. Obus, and the inclusion of information herein and therein with respect to Mr. Obus, shall not be considered an admission that he, for the purpose of Section 16(b) of the Exchange Act, is the beneficial owner of any shares in which he does not have a pecuniary interest. Mr. Obus disclaims any beneficial ownership of the shares of Common Stock covered by this Statement.

 

7
 

 

CUSIP No. 627335201   Page 8 of 12 Pages

 

1

NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

 

JoSHUA Landes

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨
(b) x Reporting Person is affiliated with other persons

 

 
3 SEC USE ONLY

 
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5

SOLE VOTING POWER

 

1,000,000 Shares (1)

 

6

SHARED VOTING POWER

 

0

 

7

SOLE DISPOSITIVE POWER

 

1,000,000 Shares (1)

 

8

SHARED DISPOSITIVE POWER

 

0

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,000,000 Shares (1)

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

£

 
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

9.9% (1)

 

12

TYPE OF REPORTING PERSON

IN

 

         

(1) Mr. Landes may be deemed to hold an indirect beneficial interest in these shares, which are directly beneficially owned by Wynnefield Partners Small Cap Value, L.P., Wynnefield Partners Small Cap Value, L.P. I and Wynnefield Small Cap Value Offshore Fund because he is a co-managing member of Wynnefield Capital Management, LLC and a principal executive officer of Wynnefield Capital, Inc. The filing of this Statement and any future amendment by Mr. Landes, and the inclusion of information herein and therein with respect to Mr. Landes, shall not be considered an admission that he, for the purpose of Section 16(b) of the Exchange Act, is the beneficial owner of any shares in which he does not have a pecuniary interest. Mr. Landes disclaims any beneficial ownership of the shares of Common Stock covered by this Statement.

 

8
 


CUSIP No. 627335201   Page 9 of 12 Pages

 

 

Item 1(a).

Name of Issuer:

 

MusclePharm Corp.

 

Item 1(b).

Address of Issuer's Principal Executive Offices:

 

4721 Ironton Street, Building A, Denver, Colorado 80239

   
Item 2(a).

Name of Person Filing:

 

Wynnefield Partners Small Cap Value, L.P. (“Partners”)

-------------------------------------------------------------------

Wynnefield Partners Small Cap Value, L.P. I (“Partners I”)

-------------------------------------------------------------------

Wynnefield Small Cap Value Offshore Fund, Ltd. (the “Fund”)

-------------------------------------------------------------------

Wynnefield Capital Management, LLC (“WCM”)

-------------------------------------------------------------------

Wynnefield Capital, Inc. (“WCI”)

-------------------------------------------------------------------

Nelson Obus

-------------------------------------------------------------------

Joshua Landes

 

Item 2(b).

Address of Principal Business Office or, if None, Residence:

 

450 Seventh Avenue, Suite 509, New York, New York 10123

 

Item 2(c).

Citizenship:

 

Partners and Partners I are Delaware limited partnerships.

-------------------------------------------------------------------

The Fund and WCI are Cayman Islands companies.

-------------------------------------------------------------------

WCM is a New York limited liability company.

-------------------------------------------------------------------

Mr. Obus and Mr. Landes are United States citizens.

 

9
 

 

CUSIP No. 627335201   Page 10 of 12 Pages

 

 

Item 2(d).

Title of Class of Securities:

 

Common Stock, $0.001 Par Value Per Share.

 

Item 2(e).

CUSIP Number:

 

627335201

 

Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
   
(a)   £ Broker or Dealer registered under Section 15 of the Act.  
       
(b)   £ Bank as defined in Section 3(a)(6) of the Act.  
       
(c)   £ Insurance Company as defined in Section 3(a)(19) of the Act.  
       
(d)   £ Investment Company registered under Section 8 of the Investment Company Act.  
       
(e)   R Investment Adviser registered in accordance with Rule 13d-1(b)(1)(ii)(E).  
       
 (f)   £ Employee Benefit Plan or Endowment Fund in accordance with Rule 13d-1(b)(1)(ii)(F).  
       
(g)   £ Parent Holding Company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
     
(h)   £ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
     
(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.

     
(j)   £ Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
     
    If this Statement is filed pursuant to Rule 13d-1(c), check this box  ¨.

 

10
 

 

CUSIP No. 627335201   Page 11 of 12 Pages

 

 

Item 4.

Ownership.

 

(a)    Amount beneficially owned: 1,000,000 Shares

 

(b)    Percent of Class: 9.9% of Common Stock

 

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

 

(i)                Sole power to vote or to direct the vote: 1,000,000 Shares

 

(ii)               Shared power to vote or to direct the vote: 0

 

(iii)              Sole power to dispose or to direct the disposition of: 1,000,000 Shares

 

(iv)              Shared Power to dispose or to direct the disposition of: 0

   
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. *.
   
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.

 

See Item 2(a)-(c).

 

Item 9.

Notice of Dissolution of Group.

 

Not Applicable.

 

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.

 

11
 

 

CUSIP No. 627335201   Page 12 of 12 Pages

 

 

SIGNATURE

 

Date: February 14, 2014 WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P.
   
 

By: Wynnefield Capital Management, LLC, General Partner

 

By: /s/ Nelson Obus

Nelson Obus, Managing Member

 

WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I

 

By: Wynnefield Capital Management, LLC, General Partner

 

By: /s/ Nelson Obus

Nelson Obus, Managing Member

 

WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD.

 

By: Wynnefield Capital, Inc.

 

By: /s/ Nelson Obus

Nelson Obus, President

 

WYNNEFIELD CAPITAL MANAGEMENT, LLC

 

By: /s/ Nelson Obus

Nelson Obus, Co-Managing Member

 

WYNNEFIELD CAPITAL, INC.

 

By: /s/ Nelson Obus

Nelson Obus, President

/s/ Nelson Obus

Nelson Obus, Individually

 

/s/ Joshua Landes

Joshua Landes, Individually

 

12