*
|
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.
|
CUSIP No. 988924205
|
13D |
Page 2 of 13 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
Aristar Capital Management, LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS
|
|
|
||
AF
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
Not Applicable
|
|
|
|||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
68,660,798
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
68,660,798
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
68,660,798
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
76.6%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON
|
|
|
||
IA, OO (Limited Liability Company)
|
|
|
|||
|
|
CUSIP No. 988924205
|
13D |
Page 3 of 13 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
Aristar Capital Management GP, LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS
|
|
|
||
AF
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
Not Applicable
|
|
|
|||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
68,660,798
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
68,660,798
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
68,660,798
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
76.6%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON
|
|
|
||
OO (Limited Liability Company)
|
|
|
|||
|
|
CUSIP No. 988924205
|
13D |
Page 4 of 13 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
Edward B Smith, III
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
Not Applicable
|
|
|
|||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
United States of America
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
33,394,194
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
68,660,798
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
33,394,194
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
68,660,798
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
102,054,992
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
83.2%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON
|
|
|
||
IN, HC
|
|
|
|||
|
|
CUSIP No. 988924205
|
13D |
Page 5 of 13 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
Aristar Ventures I, LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
Not Applicable
|
|
|
|||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
65,596,493
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
65,596,493
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
65,596,493
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
73.4%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON
|
|
|
||
OO (Limited Liability Company)
|
|
|
|||
|
|
CUSIP No. 988924205
|
13D |
Page 6 of 13 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
Aristar Ventures I-B, LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
Not Applicable
|
|
|
|||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
1,985,448
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
1,985,448
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,985,448
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
5.0%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON
|
|
|
||
OO
|
|
|
|||
|
|
CUSIP No. 988924205
|
13D |
Page 7 of 13 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
Aristar Ventures I-C, LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
Not Applicable
|
|
|
|||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
1,078,857
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
1,078,857
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,078,857
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
2.7%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON
|
|
|
||
OO
|
|
|
|||
|
|
CUSIP No. 988924205
|
13D |
Page 8 of 13 Pages
|
Item 1.
|
Security and Issuer.
|
Item 2. | Identity and Background. |
(a), (f) | This Schedule 13D is being filed to report that (i) each of Aristar Capital Management, LLC, a Delaware limited liability company (“Aristar Capital”), and Aristar Capital Management GP, LLC, a Delaware limited liability company (“Aristar GP”), may be deemed to beneficially own 76.6% of the Shares, (ii) Edward B. Smith, III, a United States citizen, may be deemed to beneficially own 83.2% of the Shares, (iii) Aristar Ventures I, LLC, a Delaware limited liability company (“Aristar Ventures I”), beneficially owns 73.4% of the Shares, (iv) Aristar Ventures I-B, LLC, a Delaware limited liability company (“Aristar Ventures I-B”), beneficially owns 5.0% of the Shares, and (v) Aristar Ventures I-C, LLC, a Delaware limited liability company (“Aristar Ventures I-C”), beneficially owns 2.7% of the Shares. Aristar Capital, Aristar GP, Aristar Ventures I, Aristar Ventures I-B, Aristar Ventures I-C and Mr. Smith are each a “Reporting Person” and are collectively referred to herein as the “Reporting Persons.” |
(b) | The principal business address for Aristar Capital, Aristar GP, Aristar Ventures I, Aristar Ventures I-B, Aristar Ventures I-C and Mr. Smith is c/o Aristar Capital Management, LLC, 1120 Avenue of the Americas, Suite 1514, New York, New York 10036. |
(c) | Mr. Smith is the managing member of Aristar Capital, an investment management firm that serves as the investment manager of Aristar Ventures I, Aristar Ventures I-B and Aristar Ventures I-C. Mr. Smith is also the managing member of Aristar GP, which serves as the managing member of Aristar Ventures I, Aristar Ventures I-B and Aristar Ventures I-C. As a result of the foregoing, the Shares deemed to be beneficially owned by each of (i) Aristar Ventures I, Aristar Ventures I-B and Aristar Ventures I-C are deemed to be beneficially owned by each of Aristar Capital and Aristar Capital GP and (ii) Aristar Capital and Aristar Capital GP are deemed to be beneficially owned by Mr. Smith. In addition, on January 8, 2015, Mr. Smith was appointed as Chief Executive Officer of the Issuer. |
(d) | Mr. Smith has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
(e) | None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
Item 3. | Source and Amount of Funds or Other Consideration. |
Item 4. | Purpose of Transaction. |
CUSIP No. 988924205
|
13D |
Page 9 of 13 Pages
|
Item 5. | Interest in Securities of the Issuer. |
(a)- | (e) As of the date hereof, (i) each of Aristar Capital and Aristar GP may be deemed to be the beneficial owner of 68,660,798 Shares, constituting 76.6% of the Shares, (ii) Mr. Smith may be deemed to be the beneficial owner of 102,054,992 Shares, constituting 83.2% of the Shares, (iii) Aristar Ventures I is the beneficial owner of 65,596,493 Shares, constituting 73.4% of the Shares, (iv) Aristar Ventures I-B is the beneficial owner of 1,985,448 Shares, constituting 5.0% of the Shares, and (v) Aristar Ventures I-C is the beneficial owner of 1,078,857 Shares, constituting 2.7% of the Shares, each of (i) being based upon 89,610,497 Shares1outstanding as of the date hereof, (ii) being based upon 122,700,999 Shares2 outstanding as of the date hereof, (iii) being based upon 89,376,211 Shares3 outstanding as of the date hereof, (iv) being based upon 39,734,854 Shares4 outstanding as of the date hereof, and (v) being based upon 39,969,140 Shares5 outstanding as of the date hereof. |
CUSIP No. 988924205
|
13D |
Page 11 of 13 Pages
|
Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
CUSIP No. 988924205
|
13D |
Page 12 of 13 Pages
|
Item 7. | Material to be filed as Exhibits. |
Exhibit A:
|
Joint Filing Agreement
|
Exhibit B:
|
Form of Warrant (incorporated by reference to Exhibit 4.3 of the Issuer’s Current Report on Form 8-K filed on February 9, 2015)
|
Annex A:
|
Certain Transactions by the Reporting Persons
|
CUSIP No. 988924205
|
13D |
Page 13 of 13 Pages
|
By:
|
/s/ Edward B. Smith, III
|
||
Edward B. Smith III, Managing Member
|
|||
Aristar Capital Management GP, LLC
|
|||
By:
|
/s/ Edward B. Smith, III
|
||
Edward B. Smith, III, Managing Member
|
|||
/s/ Edward B. Smith, III
|
|||
Edward B. Smith, III
|
Aristar Ventures I, LLC
|
|||
By:
|
Aristar Capital Management GP, LLC, its Managing Member
|
||
By:
|
/s/ Edward B. Smith, III
|
||
Edward B. Smith, III, Managing Member
|
|||
Aristar Ventures I-B, LLC
|
|||
By:
|
Aristar Capital Management GP, LLC, its Managing Member
|
||
By:
|
/s/ Edward B. Smith, III
|
||
Edward B. Smith, III, Managing Member
|
Aristar Ventures I-C, LLC
|
|||
|
|||
By:
|
Aristar Capital Management GP, LLC, its Managing Member
|
||
By:
|
/s/ Edward B. Smith, III
|
|
|
Edward B. Smith, III, Managing Member
|
1. | Amendment No. 19 to Schedule 13D with respect to the Common Stock, par value $0.00005 per share, of Z Trim Holdings, Inc. (to which this Joint Filing Agreement is an exhibit) is filed on behalf of each of the Reporting Persons. |
2. | Each of the Reporting Persons is responsible for the timely filing of Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such Person contained therein, provided that each such Person is not responsible for the completeness or accuracy of the information concerning any of the other Reporting Persons, unless such Person knows or has reason to believe that such information is inaccurate. |
Aristar Capital Management, LLC
|
|||
By:
|
/s/ Edward B. Smith, III
|
||
Edward B. Smith III, Managing Member
|
|||
Aristar Capital Management GP, LLC
|
|||
By:
|
/s/ Edward B. Smith, III
|
||
Edward B. Smith, III, Managing Member
|
|||
/s/ Edward B. Smith, III
|
|||
Edward B. Smith, III
|
Aristar Ventures I, LLC
|
|||
By:
|
Aristar Capital Management GP, LLC, its Managing Member
|
||
By:
|
/s/ Edward B. Smith, III
|
||
Edward B. Smith, III, Managing Member
|
Aristar Ventures I-B, LLC
|
|||
By:
|
Aristar Capital Management GP, LLC, its Managing Member
|
||
By:
|
/s/ Edward B. Smith, III
|
||
Edward B. Smith, III, Managing Member
|
Aristar Ventures I-C, LLC
|
|||
By:
|
Aristar Capital Management GP, LLC, its Managing Member
|
||
By:
|
/s/ Edward B. Smith, III
|
||
Edward B. Smith, III, Managing Member
|
Date of Transaction
|
Number of Shares of Common Stock Acquirable
|
Price per Share
|
2/9/2015
|
31,000,000 Warrants*
|
*
|