0000921895-18-002832.txt : 20181023 0000921895-18-002832.hdr.sgml : 20181023 20181023163034 ACCESSION NUMBER: 0000921895-18-002832 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20181023 DATE AS OF CHANGE: 20181023 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ICTV Brands Inc. CENTRAL INDEX KEY: 0001076522 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 760621102 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83433 FILM NUMBER: 181134450 BUSINESS ADDRESS: STREET 1: 489 DEVON PARK DRIVE STREET 2: SUITE 315 CITY: WAYNE STATE: PA ZIP: 19087 BUSINESS PHONE: 484-598-2300 MAIL ADDRESS: STREET 1: 489 DEVON PARK DRIVE STREET 2: SUITE 315 CITY: WAYNE STATE: PA ZIP: 19087 FORMER COMPANY: FORMER CONFORMED NAME: INTERNATIONAL COMMERCIAL TELEVISION INC DATE OF NAME CHANGE: 20010312 FORMER COMPANY: FORMER CONFORMED NAME: MORAN DOME EXPLORATION INC DATE OF NAME CHANGE: 20010312 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PESSIN NORMAN H CENTRAL INDEX KEY: 0000923666 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: C/O LEVY, HARKINS & CO., INC. STREET 2: 366 MADISON AVENUE, 14TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SC 13D/A 1 sc13da607911ict_10232018.htm AMENDMENT NO. 6 TO THE SCHEDULE 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 6)1

ICTV Brands, Inc.

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

44931J100

(CUSIP Number)

Norman H. Pessin

Sandra F. Pessin

Brian L. Pessin

Diana S. Pessin

366 Madison Avenue, 14th Floor

New York, NY 10017

(212) 661-2670

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

October 19, 2018

(Date of Event Which Requires Filing of This Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

 

 

 

1              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.

The information required on 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. 44931J100

  1   NAME OF REPORTING PERSON  
         
        NORMAN H. PESSIN  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        PF  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        USA  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         2,240,484  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          2,240,484  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        2,240,484  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        4.2%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

2

CUSIP NO. 44931J100

  1   NAME OF REPORTING PERSON  
         
        SANDRA F. PESSIN  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        PF  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        USA  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         5,171,980  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          5,171,980  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        5,171,980  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        9.7%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

3

CUSIP NO. 44931J100

 

  1   NAME OF REPORTING PERSON  
         
        BRIAN L. PESSIN  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        PF  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        USA  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         1,989,651  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          1,989,651  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        1,989,651  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        3.7%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

4

CUSIP NO. 44931J100

 

  1   NAME OF REPORTING PERSON  
         
        DIANA S. PESSIN  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        AF, OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        USA  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         57,200  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          57,200  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        57,200  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        Less than 1%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

5

CUSIP NO. 44931J100

The following constitutes Amendment No. 6 to the Schedule 13D filed by the undersigned (“Amendment No. 6”). The Reporting Persons no longer hold securities of the Issuer with a purpose or effect of changing or influencing control of the Issuer, or in connection with or as a participant in any transaction having that purpose or effect. Accordingly, the Reporting Persons are passive investors in the Issuer and no additional disclosure under Item 4 Purpose of Transaction under Schedule 13D is required. 

This Amendment No. 6 amends the Schedule 13D as specifically set forth herein.

Item 3.Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated to read as follows:

The aggregate purchase price of the 2,240,484 Shares beneficially owned by Norman H. Pessin is approximately $1,276,496, including brokerage commissions. The Shares owned by Norman H. Pessin were acquired with personal funds in open market purchases.

The aggregate purchase price of the 5,171,980 Shares beneficially owned by Sandra F. Pessin, is approximately $1,816,804, including brokerage commissions. The Shares beneficially owned by Sandra F. Pessin were acquired with personal funds directly from the Issuer.

The aggregate purchase price of the 1,989,651 Shares beneficially owned by Brian L. Pessin, is approximately $786,790, including brokerage commissions. The Shares beneficially owned by Brian L. Pessin were acquired with personal funds in open market purchases, except with respect to the 1,215,686 Shares purchased directly from the Issuer.

The aggregate purchase price of the 57,200 Shares beneficially owned by Diana S. Pessin is approximately $38,560, including brokerage commissions. The Shares owned by Diana S. Pessin were acquired with personal funds in open market purchases.

Item 5.Interest in Securities of the Issuer.

Items 5(a) – (c) are hereby amended and restated to read as follows:

The aggregate percentage of Shares reported owned by each person named herein is based upon 53,140,700 Shares outstanding as of August 17, 2018, which is the total number of Shares reported outstanding in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 22, 2018.

A.Norman H. Pessin
(a)As of the close of business on October 23, 2018, Norman H. Pessin beneficially owned 2,240,484 Shares.

Percentage: Approximately 4.2%

(b)1. Sole power to vote or direct vote: 2,240,484
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 2,240,484
4. Shared power to dispose or direct the disposition: 0
6

CUSIP NO. 44931J100

 

(c)Norman H. Pessin has not entered into any transactions in the Shares during the past sixty days.
B.Sandra F. Pessin
(a)As of the close of business on October 23, 2018, Sandra F. Pessin beneficially owned 5,171,980 Shares.

Percentage: Approximately 9.7%

(b)1. Sole power to vote or direct vote: 5,171,980
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 5,171,980
4. Shared power to dispose or direct the disposition: 0

 

(c)The transaction in the Shares by Sandra F. Pessin during the past sixty days is set forth in Schedule A and are incorporated herein by reference.
C.Brian L. Pessin
(a)As of the close of business on October 23, 2018, Brian L. Pessin beneficially owned 1,989,651 Shares, which includes 73,458 Shares which are held in trust for the benefit of his children, which trust Brian L. Pessin controls, and 94,300 Shares which are controlled by Brian L. Pessin but held for the benefit of his minor children.

Percentage: Approximately 3.7%

(b)1. Sole power to vote or direct vote: 1,989,651
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,989,651
4. Shared power to dispose or direct the disposition: 0

 

(c)Brian L. Pessin has not entered into any transactions in the Shares during the past sixty days.

 

D.Diana S. Pessin
(b)As of the close of business on October 23, 2018, Diana S. Pessin beneficially owned 57,200 Shares.

Percentage: Less than 1.0%

(b)1. Sole power to vote or direct vote: 57,200
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 57,200
4. Shared power to dispose or direct the disposition: 0

 

(c)Diana S. Pessin has not entered into any transactions in the Shares during the past sixty days.

7

CUSIP NO. 44931J100

SIGNATURES

 

After reasonable inquiry and to the best of his or her knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: October 23, 2018

 

  /s/ Norman H. Pessin
  Norman H. Pessin

 

 

  /s/ Sandra F. Pessin
  Sandra F. Pessin

 

 

  /s/ Brian L. Pessin
  Brian L. Pessin

 

 

 

/s/ Diana S. Pessin

  Diana S. Pessin

 

8

CUSIP NO. 44931J100

 

SCHEDULE A

 

Transaction in the Shares During the Past Sixty Days

 

Shares of Common Stock

Purchased/(Sold)

Price Per

Share($)

Date of

Purchase/Sale

 

SANDRA f. pessin

 

(524,099) 0.0633 10/19/2018