SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)*

LL Flooring Holdings, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

55003T107

(CUSIP Number)

Avi Cohen

2350 W O Smith Street

Lawrenceburg, TN 38464

617-851-9635

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 17, 2023

(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 § 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(b) for other parties to whom copies are to be sent.

* 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 (the “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).

SCHEDULE 13D

CUSIP No. 55003T107

1	Names of Reporting Persons  F9 Investments, LLC (Single Member LLC with Thomas D. Sullivan Single Member)
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  Florida

Number of Shares  Beneficially  Owned by Each Reporting Person With:	7	Sole Voting Power  0
	8	Shared Voting Power  2,698,907
	9	Sole Dispositive Power  0
	10	Shared Dispositive Power  2,698,907

11	Aggregate Amount Beneficially Owned by Each Reporting Person  2,698,907
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares  ☐
13	Percent of Class Represented by Amount in Row (11)  8.8%
14	Type of Reporting Person  PN

SCHEDULE 13D

CUSIP No. 55003T107

1	Names of Reporting Persons  Thomas D. Sullivan
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  United States

Number of Shares  Beneficially  Owned by Each Reporting Person With:	7	Sole Voting Power  0
	8	Shared Voting Power  1,100
	9	Sole Dispositive Power  0
	10	Shared Dispositive Power  1,100

11	Aggregate Amount Beneficially Owned by Each Reporting Person  1,100
12	Check 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

SCHEDULE 13D

CUSIP No. 55003T107

1	Names of Reporting Persons  John Jason Delves
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  United States

Number of Shares  Beneficially  Owned by Each Reporting Person With:	7	Sole Voting Power  0
	8	Shared Voting Power  13,000
	9	Sole Dispositive Power  0
	10	Shared Dispositive Power  13,000

11	Aggregate Amount Beneficially Owned by Each Reporting Person  13,000
12	Check 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

AMENDMENT NO. 6 TO SCHEDULE 13D

This Amendment No. 6 to Schedule 13D (this “Amendment”) relates to the common stock, par value $0.001 per share (the “Common Stock”), of LL Flooring Holdings, Inc., a Delaware corporation (“LL”). This Amendment is being filed to amend the Schedule 13D that was originally filed on May 25, 2023, as amended by Amendment No. 1 filed on May 30, 2023, Amendment No. 2 filed on June 12, 2023, Amendment No. 3 filed on August 17, 2023, Amendment No. 4 filed on November 14, 2023 and Amendment No. 5 filed on January 18, 2024 (collectively, the “Schedule 13D”). Other than information set forth on the cover pages and Items 4 and 7 below, no other information in the Schedule 13D is being amended. Unless otherwise indicated in this Amendment, all capitalized terms have the meanings ascribed to them in the Schedule 13D.

Item 4. Purpose of Transaction

On April 11, 2024, Dentons US LLP, counsel to Thomas D. Sullivan, John Jason Delves and Jill Witter (each of whom were nominated by Mr. Sullivan for election to the Board of Directors of LL (collectively, the “Nominees”)), sent a letter to Skadden, Arps, Slate, Meagher & Flom LLP, counsel to LL, demanding, on behalf of the Nominees, that the Board of Directors of LL set a date for the 2024 annual meeting of stockholders of LL and the record date for such meeting and addressing various related matters. A copy of this letter is attached hereto as Exhibit 1 and incorporated herein by reference.

Item 7. Material to Be Filed as Exhibits

Exhibit 1 Letter to LL, dated April 11, 2024

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.

Date: April 11, 2024	F9 INVESTMENTS, LLC
	By:	/s/ Thomas D. Sullivan
	Name: Thomas D. Sullivan
	Title: Managing Member, Single Member
	/s/ Thomas D. Sullivan
	Name: Thomas D. Sullivan
	/s/ John Jason Delves
	Name: John Jason Delves

EX-99.1

Exhibit 1

Kenneth J. Pfaehler   kenneth.pfaehler@dentons.com D +1 202-408-6468 Dentons US LLP 1900 K Street, NW Washington, DC 20006 United States   dentons.com

April 11, 2024

BY E-MAIL

Richard J. Grossman, Esq.

Skadden, Arps, Slate, Meagher & Flom LLP

One Manhattan West

New York, New York 10001

Re: Annual Meeting of LL Flooring Holdings, Inc.

Dear Mr. Grossman:

We represent Thomas D. Sullivan, John Jason Delves and Jill Witter, who on November 14, 2023 were nominated for election to the board of directors of LL Flooring Holdings, Inc. (the “Company”) by Mr. Sullivan, a stockholder of record, at the Company’s 2024 annual meeting of stockholders. The Company has acknowledged receipt of the notice of nomination. On December 22, 2023, Mr. Sullivan, Mr. Delves and Ms. Witter submitted executed Representations and Agreements of Director Nominees on the Company’s form, and fully completed and executed Questionnaires for Directors, Director Nominees and Executive Officers for Use in Connection with Annual Meeting Proxy Statement on the Company’s form, despite the Company’s failure to timely provide the documents in compliance with its Bylaws.

We also represent Mr. Sullivan and Mr. Delves in their capacities as stockholders of the Company.

The board of directors appears to have failed to set a date for the 2024 annual meeting of stockholders and a record date for the meeting. On March 12, 2024, you advised my colleague Toni Weinstein that the Company had not yet set a meeting date or record date. From your silence for the last month, and the Company’s, we assume that remains the case. If we are mistaken and a meeting or record date has been set, please advise at once.

If, as it appears, the Board of Directors has not set a meeting date or record date for its 2024 annual meeting of stockholders, Mr. Sullivan, Mr. Delves and Ms. Witter demand that the Board of Directors set the annual meeting date and record date forthwith.

The annual meeting must be annual. The 2023 annual meeting took place on May 10, 2023. Therefore the 2024 annual meeting should occur on or about May 10, 2024. Yet that appears increasingly unlikely. Assuming the Company is relying on the “notice and access” model of delivery of the proxy statement, notice of internet availability of proxy materials is required at least 40 days prior to the annual meeting (CFR §§ 240.14a-16(a)(1) and (n)(3)), and 10 days’ notice of the record date is required to the New York Stock Exchange. Thus, if there is to be something close to a timely meeting, the date must be set now. We observe that the time period for the Company’s compliance with the universal proxy rule (CFR § 240.14a-19(d)) also has passed, so we are assuming you intend to change the date of the meeting by more than 30 calendar days from 2023 which, of course, affects the rights of any proposing stockholder under the Company’s bylaws.

Puyat Jacinto & Santos u Link Legal u Zaanouni Law Firm & Associates u LuatViet u For more information on the firms that have come together to form Dentons, go to dentons.com/legacyfirms

Richard J. Grossman, Esq. April 11, 2024 Page 2 dentons.com

The board’s failure to properly schedule the annual meeting and record date follows its failure to run in good faith the sale process announced last August, its failures to take necessary and requested steps to maximize the Company’s value, and its excessive self-compensation. Not setting an annual meeting date and failing to undertake a serious sale process can best be explained by the incumbent directors’ desire to entrench themselves in overpaid board positions. Please stand advised that if no date for the annual meeting has been designated as of May 31, 2024, our clients will seek expedited relief from the Court of Chancery including, inter alia, a summary order pursuant to 8 Del. C. § 211(c) for a meeting to be held.

Mr. Sullivan, Mr. Delves and Ms. Witter reserve all rights.

Sincerely,

/s/ Kenneth J. Pfaehler

Kenneth J. Pfaehler

cc: Alice Givens, Esq.

Toni Weinstein, Esq.