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INNOVATIVE FOOD HOLDINGS, INC.
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(Name of Issuer)
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Common Stock
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(Title of Class of Securities)
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o
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Rule 13d-1(b)
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x
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Rule 13d-1(c)
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o
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Rule 13d-1(d)
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CUSIP No. 45772H202
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
73114 Investments LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
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(a)x
(b)o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Oklahoma, United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH:
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5
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SOLE VOTING POWER
240,000 Shares
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6
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SHARED VOTING POWER
104,183 Shares
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7
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SOLE DISPOSITIVE POWER
240,000 Shares
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8
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SHARED DISPOSITIVE POWER
104,183 Shares
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
344,183 Shares
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.4%
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12
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TYPE OF REPORTING PERSON (see instructions)
CO
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CUSIP No. 45772H202
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Michael C. Bradley
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
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(a)x
(b)o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH:
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5
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SOLE VOTING POWER
7,751 Shares
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6
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SHARED VOTING POWER
240,000 Shares
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7
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SOLE DISPOSITIVE POWER
7,751 Shares
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8
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SHARED DISPOSITIVE POWER
240,000 Shares
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
247,751 Shares
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.9%
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12
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TYPE OF REPORTING PERSON (see instructions)
IN
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CUSIP No. 45772H202
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Donald E. Smith
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
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(a)x
(b)o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH:
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5
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SOLE VOTING POWER
18,500 Shares
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6
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SHARED VOTING POWER
240,000 Shares
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7
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SOLE DISPOSITIVE POWER
18,500 Shares
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8
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SHARED DISPOSITIVE POWER
240,000 Shares
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
258,500 Shares
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.0%
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12
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TYPE OF REPORTING PERSON (see instructions)
IN
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CUSIP No. 45772H202
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Denver J. Smith
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
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(a)x
(b)o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH:
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5
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SOLE VOTING POWER
57,842 Shares
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6
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SHARED VOTING POWER
260,090 Shares
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7
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SOLE DISPOSITIVE POWER
57,842 Shares
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8
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SHARED DISPOSITIVE POWER
260,090 Shares
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
317,932 Shares
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.9%
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12
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TYPE OF REPORTING PERSON (see instructions)
IN
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CUSIP No. 45772H202
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Paratus Capital LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
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(a)x
(b)o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Oklahoma, United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH:
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5
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SOLE VOTING POWER
20,090 Shares
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6
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SHARED VOTING POWER
297,842 Shares
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7
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SOLE DISPOSITIVE POWER
20,090 Shares
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8
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SHARED DISPOSITIVE POWER
297,842 Shares
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
317,932 Shares
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.9%
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12
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TYPE OF REPORTING PERSON (see instructions)
CO
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Item 1(a).
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Name of Issuer:
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INNOVATIVE FOOD HOLDINGS, INC.
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Item 1(b).
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Address of Issuer’s Principal Executive Offices:
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26411 Race Track Rd., Bonita Springs, FL 34135
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Item 2(a).
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Name of Person Filing:
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This Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons"):
i) 73114 Investments LLC
ii) Michael C. Bradley
iii) Donald E. Smith
iv) Denver J. Smith
v) Paratus Capital LLC
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Item 2(b).
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Address of Principal Business Office or, if none, Residence:
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The address of the principal business offices of all of the “Reporting Persons” is 13401 Railway Drive, Oklahoma City, OK, 73114.
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Item 2(c).
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Citizenship:
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i) 73114 Investments LLC is an Oklahoma limited liability company;
ii) Michael C. Bradley is a citizen of the United States of America; and
iii) Donald E. Smith is a citizen of the United States of America; and
iv) Denver J. Smith is a citizen of the United States of America; and
v) Paratus Capital LLC is an Oklahoma limited liability company.
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Item 2(d).
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Title of Class of Securities:
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Common Stock, par value $0.0001 per share
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Item 2(e).
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CUSIP Number: 45772H202
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Item 3.
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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:
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(a)
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o
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Broker or dealer registered under Section 15 of the Act;
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(b)
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o
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Bank as defined in Section 3(a)(6) of the Act;
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(c)
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Insurance company as defined in Section 3(a)(19) of the Act;
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(d)
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Investment company registered under Section 8 of the Investment Company Act of 1940;
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(e)
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An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
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(f)
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An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
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(g)
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A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
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(h)
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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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;
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(j)
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A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);
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(k)
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Not Applicable
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Item 4.
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Ownership.
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Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
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(a)
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Amount Beneficially Owned: | ||
| i) | 73114 Investments LLC may be deemed the beneficial owner of 344,183 shares. It is the direct owner of, and has the sole power to vote and dispose of 240,000 shares. It also has the shared power to vote and dispose of the shares separately held by Michael C. Bradley, Donald E. Smith, Denver J. Smith, and Paratus Capital LLC. | |||
| ii) | Michael C. Bradley may be deemed the beneficial owner of 247,751 shares. He is the direct owner of, and has the sole power to vote and dispose of 7,751 shares. He also has the shared power to vote and dispose of the 240,000 shares separately held by 73114 Investments LLC. He is an officer of 73114 Investments LLC. | |||
| iii) | Donald E. Smith may be deemed the beneficial owner of 258,500 shares. He is the direct owner of, and has the sole power to vote and dispose of 18,500 shares. He also has the shared power to vote and dispose of the 240,000 shares separately held by 73114 Investments LLC. He is an officer of 73114 Investments LLC. | |||
| iv) | Denver J. Smith may be deemed the beneficial owner of 317,932 shares. He is the direct owner of, and has the sole power to vote and dispose of 57,842 shares. He has the shared power to vote and dispose of the 240,000 shares separately held by 73114 Investments LLC. He has been granted power of attorney over the investment account of 73114 Investments LLC. He also has the shared power to vote and dispose of 20,090 shares separately held by Paratus Capital LLC. He is an officer of Paratus Capital LLC. | |||
| v) | Paratus Capital LLC may be deemed the beneficial owner of 317,932 shares. It is the direct owner of, and has the sole power to vote and dispose of 20,090 shares. Through Paratus Capital LLC’s relationship with Denver J. Smith and Denver J. Smith’s relationship with 73114 Investments LLC, Paratus Capital LLC has the shared power to vote and dispose of the 240,000 shares separately held by 73114 Investments LLC. Paratus Capital LLC also has the shared power to vote and dispose of the 57,842 shares separately held by Denver Smith. | |||
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(b)
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Percent of Class:
i) 73114 Investments LLC may be deemed the beneficial owner of approximately 5.4% of Shares outstanding.
ii) Michael C. Bradley may be deemed the beneficial owner of approximately 3.9% of Shares outstanding.
iii) Donald E. Smith may be deemed the beneficial owner of approximately 4.0% of Shares outstanding.
iv) Denver J. Smith may be deemed the beneficial owner of approximately 4.9% of Shares outstanding.
v) Paratus Capital LLC may be deemed the beneficial owner of approximately 4.9% of Shares outstanding.
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(c)
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Number of shares as to which such person has:
73114 Investments LLC
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(i)
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sole power to vote or to direct the vote:
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240,000
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(ii)
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shared power to vote or to direct the vote:
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104,183
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(iii)
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sole power to dispose or to direct the disposition of:
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240,000
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(iv)
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shared power to dispose or to direct the disposition of:
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104,183
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| Michael C. Bradley | ||
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(i) sole power to vote or to direct the vote:
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7,751 Shares
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(ii) shared power to vote or to direct the vote:
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240,000 Shares
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(iii) sole power to dispose or to direct the disposition of:
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7,751 Shares
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(iv) shared power to dispose or to direct the disposition of:
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240,000 Shares
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Donald E. Smith
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(i) sole power to vote or to direct the vote:
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18,500 Shares
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(ii) shared power to vote or to direct the vote:
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240,000 Shares
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(iii) sole power to dispose or to direct the disposition of:
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18,500 Shares
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(iv) shared power to dispose or to direct the disposition of:
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240,000 Shares
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Denver J. Smith
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(i) sole power to vote or to direct the vote:
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57,842 Shares
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(ii) shared power to vote or to direct the vote:
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260,090 Shares
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(iii) sole power to dispose or to direct the disposition of:
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57,842 Shares
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(iv) shared power to dispose or to direct the disposition of:
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260,090 Shares
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Paratus Capital LLC
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(i) sole power to vote or to direct the vote:
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20,090 Shares
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(ii) shared power to vote or to direct the vote:
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297,842 Shares
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(iii) sole power to dispose or to direct the disposition of:
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20,090 Shares
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(iv) shared power to dispose or to direct the disposition of:
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297,842 Shares
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Item 5.
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Ownership of Five Percent or Less of a Class.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
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Item 8.
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Identification and Classification of Members of the Group.
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See EXHIBIT A
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Item 9.
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Notice of Dissolution of Group.
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Item 10.
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Certification.
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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.
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Signature
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Dated: October 22, 2013
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/s/ Michael C. Bradley
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Michael C. Bradley
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Dated: October 22, 2013
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/s/ Donald E. Smith
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Donald E. Smith
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Dated: October 22, 2013
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/s/ Denver J. Smith
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Denver J. Smith
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Dated: October 22, 2013
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Paratus Capital, LLC
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By: /s/ Denver J. Smith
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Name: Denver J. Smith
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Title: Chief Strategy Officer
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Dated: October 22, 2013
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73114 Investments, LLC
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| By: /s/ Michael C. Bradley | |
| Name: Michael C. Bradley | |
| Title: Chief Financial Officer |
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Dated: October 22, 2013
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/s/ Michael C. Bradley
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Michael C. Bradley
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Dated: October 22, 2013
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/s/ Donald E. Smith
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Donald E. Smith
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Dated: October 22, 2013
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/s/ Denver J. Smith
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Denver J. Smith
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Dated: October 22, 2013
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Paratus Capital, LLC
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By: /s/ Denver J. Smith
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Name: Denver J. Smith
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Title: Chief Strategy Officer
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Dated: October 22, 2013
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73114 Investments, LLC
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| By: /s/ Michael C. Bradley | |
| Name: Michael C. Bradley | |
| Title: Chief Financial Officer |