1
|
NAME OF REPORTING PERSONS
L. Dyson Dryden
|
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
Not Applicable
|
(a) ¨
(b) ¨
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3
|
SEC USE ONLY
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4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
2,380,142
|
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6
|
SHARED VOTING POWER
0
|
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7
|
SOLE DISPOSITIVE POWER
2,380,142
|
||||
8
|
SHARED DISPOSITIVE POWER
0
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,380,142
|
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10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
o
|
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11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.2% (1)
|
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12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
|
(1)
|
The percent ownership calculated is based upon an aggregate of 44,717,759 shares outstanding as of July 8, 2015.
|
Item 1(a).
|
Name of Issuer:
|
|
Lindblad Expeditions Holdings, Inc.
|
Item 1(b).
|
Address of Issuer’s Principal Executive Offices:
|
|
96 Morton Street, 9th Floor, New York, NY 10014
|
Item 2(a).
|
Name of Person Filing:
|
|
L. Dyson Dryden
|
Item 2(b).
|
Address of Principal Business Office or, if none, Residence:
|
|
96 Morton Street, 9th Floor, New York, NY 10014
|
Item 2(c).
|
Citizenship:
|
|
L. Dyson Dryden is a citizen of the United States.
|
Item 2(d).
|
Title of Class of Securities:
|
|
Common Stock, par value $.0001 per share
|
Item 2(e).
|
CUSIP Number:
|
|
535219109
|
Item 3.
|
If this statement is filed pursuant to sections 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:
|
|
Not Applicable
|
Item 4.
|
Ownership:
|
|
(a)
|
Amount Beneficially Owned:
|
|
Includes 1,334,891 shares issuable upon exercise of warrants and 28,250 shares of incentive common stock, subject to forfeiture if the Company’s common stock does not trade above $13.00 per share for any 20 trading days during any 30-day period within 4 years of July 8, 2015, which will be contributed to National Geographic for the purpose of the Lindblad Expeditions - National Geographic Joint Fund for Exploration and Conservation, for no additional consideration, within three business days after their release from escrow in connection with the lapse of such forfeiture conditions.
|
|
(b)
|
Percent of Class: 5.2%
|
|
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
sole power to vote or to direct the vote: 2,380,142
|
|
(ii)
|
shared power to vote or to direct the vote: 0
|
|
(iii)
|
sole power to dispose or to direct the disposition of: 2,380,142
|
|
(iv)
|
shared power to dispose or to direct the disposition of: 0
|
Item 5.
|
Ownership of Five Percent or Less of a Class:
|
|
Not Applicable
|
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.
|