0001193125-15-292811.txt : 20150817 0001193125-15-292811.hdr.sgml : 20150817 20150817105738 ACCESSION NUMBER: 0001193125-15-292811 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20150817 DATE AS OF CHANGE: 20150817 GROUP MEMBERS: JASON DRATTELL GROUP MEMBERS: PRAESIDIAN CAPITAL OPPORTUNITY FUND III-A, LP GROUP MEMBERS: PRAESIDIAN CAPITAL OPPORTUNITY MANAGEMENT III, LLC GROUP MEMBERS: PRAESIDIAN CAPITAL OPPORTUNITY MANAGEMENT III-A, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Meridian Waste Solutions, Inc. CENTRAL INDEX KEY: 0000949721 STANDARD INDUSTRIAL CLASSIFICATION: SANITARY SERVICES [4950] IRS NUMBER: 133832215 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-48185 FILM NUMBER: 151058104 BUSINESS ADDRESS: STREET 1: 12540 BROADWELL ROAD, , STREET 2: SUITE 1203 CITY: MILTON STATE: 2Q ZIP: 30004 BUSINESS PHONE: (678) 871-7457 MAIL ADDRESS: STREET 1: 12540 BROADWELL ROAD, , STREET 2: SUITE 1203 CITY: MILTON STATE: 2Q ZIP: 30004 FORMER COMPANY: FORMER CONFORMED NAME: Brooklyn Cheesecake & Desert Com DATE OF NAME CHANGE: 20050222 FORMER COMPANY: FORMER CONFORMED NAME: CREATIVE BAKERIES INC DATE OF NAME CHANGE: 19970812 FORMER COMPANY: FORMER CONFORMED NAME: WILLIAM GREENBERG JR DESSERTS & CAFES INC DATE OF NAME CHANGE: 19950918 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Praesidian Capital Opportunity Fund III, LP CENTRAL INDEX KEY: 0001493093 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 419 PARK AVENUE SOUTH CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: 215-520-2600 MAIL ADDRESS: STREET 1: 419 PARK AVENUE SOUTH CITY: NEW YORK STATE: NY ZIP: 10016 SC 13G 1 d89468dsc13g.htm SC 13G SC 13G

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.     )

 

 

Meridian Waste Solutions, Inc.

 

(Name of Issuer)

Common Stock, par value $.025

 

(Title of Class of Securities)

114003304

 

(CUSIP Number)

August 6, 2015

 

(Date of Event Which Requires Filing of this Statement)

 

 

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

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

 

* 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 the disclosures provided in a prior cover page.

The information required in 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).

 

 

 

CUSIP No. 114003304  

 

  1.   

Names of Reporting Persons

 

Praesidian Capital Opportunity Fund III, LP

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)  x

 

  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

 

931,826

   6.   

Shared Voting Power

 

0

   7.   

Sole Dispositive Power

 

931,826

   8.   

Shared Dispositive Power

 

0

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

931,826

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

¨

11.  

Percent of Class Represented by Amount in Row (9)

 

4.8%

12.  

Type of Reporting Person (See Instructions)

 

PN

 

CUSIP No. 114003304  

 

  1.   

Names of Reporting Persons

 

Praesidian Capital Opportunity Fund III-A, LP

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)  x

 

  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

 

361,196

   6.   

Shared Voting Power

 

0

   7.   

Sole Dispositive Power

 

361,196

   8.   

Shared Dispositive Power

 

0

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

361,196

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

¨

11.  

Percent of Class Represented by Amount in Row (9)

 

1.9%

12.  

Type of Reporting Person (See Instructions)

 

PN

 

CUSIP No. 114003304  

 

  1.   

Names of Reporting Persons

 

Praesidian Capital Opportunity Management III, LLC

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)  x

 

  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

 

931,826

   6.   

Shared Voting Power

 

0

   7.   

Sole Dispositive Power

 

931,826

   8.   

Shared Dispositive Power

 

0

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

931,826

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

¨

11.  

Percent of Class Represented by Amount in Row (9)

 

4.8%

12.  

Type of Reporting Person (See Instructions)

 

OO

 

CUSIP No. 114003304  

 

  1.   

Names of Reporting Persons

 

Praesidian Capital Opportunity Management III-A, LLC

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)  x

 

  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

 

361,196

   6.   

Shared Voting Power

 

0

   7.   

Sole Dispositive Power

 

361,196

   8.   

Shared Dispositive Power

 

0

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

361,196

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

¨

11.  

Percent of Class Represented by Amount in Row (9)

 

1.9%

12.  

Type of Reporting Person (See Instructions)

 

OO

 

CUSIP No. 114003304  

 

  1.   

Names of Reporting Persons

 

Jason Drattell

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)  x

 

  3.  

SEC Use Only

 

  4.  

Citizenship or Place of Organization

 

United States of America

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

    5.    

Sole Voting Power

 

1,293,022

   6.   

Shared Voting Power

 

0

   7.   

Sole Dispositive Power

 

1,293,022

   8.   

Shared Dispositive Power

 

0

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,293,022

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

¨

11.  

Percent of Class Represented by Amount in Row (9)

 

6.5%

12.  

Type of Reporting Person (See Instructions)

 

IN

 

Item 1.       

   
  (a)   

Name of Issuer:

 

Meridian Waste Solutions, Inc. (the “Issuer”)

  (b)   

Address of Issuer’s Principal Executive Offices:

 

12540 Broadwell Road, Suite 1203

Milton, GA 30004

Item 2.       

   
  (a)   

Name of Person Filing:

 

This statement is filed by Praesidian Capital Opportunity Fund III, LP, Praesidian Capital Opportunity Fund III-A, LP, Praesidian Capital Opportunity Management III, LLC, Praesidian Capital Opportunity Management III-A, LLC and Jason Drattell (together, the “Reporting Persons”).

 

Attached as Exhibit 99.1 hereto, which is incorporated by reference herein, is an agreement among the Reporting Persons that this Schedule 13G is filed on behalf of each of them.

  (b)   

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

 

For each Reporting Person:

 

419 Park Avenue South

New York, New York 10016

  (c)   

Citizenship:

 

For each Reporting Persons (other than Mr. Drattell), Delaware.

 

For Mr. Drattell, United States of America

  (d)   

Title of Class of Securities:

 

Common Stock, par value $.025 (“Common Stock”)

  (e)   

CUSIP Number:

 

114003304

 

Item 3. If this statement is filed pursuant to §§240.13d-l(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Not Applicable.

 

Item 4. Ownership

The information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover page to this Schedule 13G.

The percent of class represented by the amount beneficially owned by each Reporting Person is based on 18,508,644 shares of Common Stock outstanding as of August 6, 2015, as reported to us by the Issuer.

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 or Control Person

Not applicable.

 

Item 8. Identification and Classification of Members of the Group

Not applicable.

 

Item 9. Notice of Dissolution of Group

Not applicable.

 

Item 10. Certification

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, other than activities solely in connection with a nomination under § 240.14a-11.

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.

Dated August 17, 2015

 

Praesidian Capital Opportunity Fund III, LP

By: Praesidian Capital Opportunity GP III, LLC,

its General Partner

By:   /s/ Jason Drattell
Name: Jason Drattell
Title: Authorized Signatory
Praesidian Capital Opportunity Fund III-A, LP

By: Praesidian Capital Opportunity GP III-A, LLC,

its General Partner

By:   /s/ Jason Drattell
Name: Jason Drattell
Title: Authorized Signatory
Praesidian Capital Opportunity Management III, LLC
By:   /s/ Jason Drattell
Name: Jason Drattell
Title: Authorized Signatory
Praesidian Capital Opportunity Management III-A, LLC
By:   /s/ Jason Drattell
Name: Jason Drattell
Title: Authorized Signatory
Jason Drattell
/s/ Jason Drattell
 EX-99.1 2 d89468dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

JOINT FILING AGREEMENT

The undersigned hereby agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. Nothing herein shall be deemed to be an admission that the parties hereto, or any of them, are members of a “group” (within the meaning of Section 13(d) of the Act and the rules promulgated thereunder) with respect to any securities of Meridian Waste Solutions, Inc.

Dated August 17, 2015

 

Praesidian Capital Opportunity Fund III, LP

By: Praesidian Capital Opportunity GP III, LLC,

its General Partner

By:   /s/ Jason Drattell
Name: Jason Drattell
Title: Authorized Signatory
Praesidian Capital Opportunity Fund III-A, LP

By: Praesidian Capital Opportunity GP III-A, LLC,

its General Partner

By:   /s/ Jason Drattell
Name: Jason Drattell
Title: Authorized Signatory
Praesidian Capital Opportunity Management III, LLC
By:   /s/ Jason Drattell
Name: Jason Drattell
Title: Authorized Signatory
Praesidian Capital Opportunity Management III-A, LLC
By:   /s/ Jason Drattell
Name: Jason Drattell
Title: Authorized Signatory
Jason Drattell
/s/ Jason Drattell