0001144204-17-008462.txt : 20170214 0001144204-17-008462.hdr.sgml : 20170214 20170214123015 ACCESSION NUMBER: 0001144204-17-008462 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20170214 DATE AS OF CHANGE: 20170214 GROUP MEMBERS: CITADEL GP LLC GROUP MEMBERS: CITADEL SECURITIES LLC GROUP MEMBERS: KENNETH GRIFFIN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Digital Brand Media & Marketing Group, Inc. CENTRAL INDEX KEY: 0001127475 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 593666743 STATE OF INCORPORATION: FL FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-87517 FILM NUMBER: 17605845 BUSINESS ADDRESS: STREET 1: 747 THIRD AVE, 2ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 646-722-2706 MAIL ADDRESS: STREET 1: 747 THIRD AVE, 2ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: RTG VENTURES INC DATE OF NAME CHANGE: 20001031 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CALC III LP CENTRAL INDEX KEY: 0001582652 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 131 S. DEARBORN STREET STREET 2: 32ND FLOOR CITY: CHICAGO STATE: IL ZIP: 60603 BUSINESS PHONE: 312-395-2100 MAIL ADDRESS: STREET 1: 131 S. DEARBORN STREET STREET 2: 32ND FLOOR CITY: CHICAGO STATE: IL ZIP: 60603 SC 13G 1 v459302_sc13g.htm SC 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

SCHEDULE 13G

 

UNDER THE SECURITIES EXCHANGE ACT OF 19341

 

 

Digital Brand Media & Marketing Group, Inc.

(Name of Issuer)

 

Common Stock, $0.001 par value

(Title of Class of Securities)

 

25385H203

(CUSIP Number)

 

December 31, 2016

(Date of Event Which Requires Filing of this Statement)

 

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

 

ý Rule 13d-1(b)

o Rule 13d-1(c)

o Rule 13d-1(d)

 

 

_______________

 

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 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 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. 25385H20313GPage 2 of 11 Pages

 

1.

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

Citadel Securities LLC 26-1583831

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**

(a) o

(b) o

 

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

 

-0-

 

6.

SHARED VOTING POWER

 

276,987

 

7.

SOLE DISPOSITIVE POWER

 

-0-

 

8.

SHARED DISPOSITIVE POWER

 

276,987

 

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

276,987

 

10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES** o
11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

6.3%

 

12.

TYPE OF REPORTING PERSON**

 

BD

 

  ** SEE INSTRUCTIONS BEFORE FILLING OUT
         

 

 

 

CUSIP No. 25385H20313GPage 3 of 11 Pages

 

1.

NAMES OF REPORTING PERSONS

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

CALC III LP 46-2737051

 

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**

(a) o

 

(b) o

 

 

 

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

 

-0-

 

6.

SHARED VOTING POWER

 

276,987

 

7.

SOLE DISPOSITIVE POWER

 

-0-

 

8.

SHARED DISPOSITIVE POWER

 

276,987

 

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

276,987

 

10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES** o
11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

6.3%

 

12.

TYPE OF REPORTING PERSON**

 

PN; HC

 

  ** SEE INSTRUCTIONS BEFORE FILLING OUT
         

 

 

CUSIP No. 25385H20313GPage 4 of 11 Pages

 

1.

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

Citadel GP LLC 36-4108019

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**

(a) o

(b) o

 

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

 

-0-

6.

SHARED VOTING POWER

 

276,987

 

7.

SOLE DISPOSITIVE POWER

 

-0-

 

8.

SHARED DISPOSITIVE POWER

 

276,987

 

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

276,987

 

10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES** o
11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

6.3%

 

12.

TYPE OF REPORTING PERSON**

 

OO; HC

 

  ** SEE INSTRUCTIONS BEFORE FILLING OUT
         

 

 

 

CUSIP No. 25385H20313GPage 5 of 11 Pages

 

1.

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

Kenneth Griffin

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**

(a) o

(b) o

 

3.

SEC USE ONLY

 

 

4.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

 

 

NUMBER OF

 

SHARES

 

BENEFICIALLY

 

OWNED BY

 

EACH

 

REPORTING

 

PERSON WITH

 

5.

SOLE VOTING POWER

 

-0-

6.

SHARED VOTING POWER

 

276,987

 

7.

SOLE DISPOSITIVE POWER

 

-0-

 

8.

SHARED DISPOSITIVE POWER

 

276,987

 

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

276,987

 

10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES** o
11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

6.3%

 

12.

TYPE OF REPORTING PERSON**

 

IN; HC

 

  ** SEE INSTRUCTIONS BEFORE FILLING OUT
         

 

 

 

CUSIP No. 25385H20313GPage 6 of 11 Pages

 

Item 1(a). Name of Issuer.

 

Digital Brand Media & Marketing Group, Inc. (the “Company”).

  

Item 1(b). Address of Issuer’s Principal Executive Offices.

 

The Company’s principal executive offices are located at 747 Third Avenue, New York, NY 10017.

  

Items 2(a). Name of Person Filing.

 

This statement is filed on behalf of the following persons with respect to shares of common stock of the Company (the “Shares”):

 

(i)       Citadel Securities LLC, a Delaware limited liability company (“Citadel Securities”), as a broker dealer and market maker;

 

(ii)       CALC III LP, a Delaware limited partnership (“CALC3”), as a non-member manager;

 

(iii)       Citadel GP LLC, a Delaware limited liability company (“CGP”), as general partner of CALC3; and

 

(iv)       Kenneth Griffin, an individual and President and Chief Executive Officer of, and who owns a controlling interest in, CGP.

 

The foregoing persons are hereinafter are referred to collectively as the “Reporting Persons.” Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

  

Item 2(b). Address of Principal Business Office or, if None, Residence.

 

The address of the principal business office of each of the Reporting Persons is c/o Citadel LLC, 131 S. Dearborn Street, 32nd Floor, Chicago, Illinois 60603.

  

Item 2(c). Citizenship.

 

Citadel Securities is a limited liability company organized under the laws of the State of Delaware. CALC3 is a limited partnership organized under the laws of the State of Delaware. CGP is a limited liability company organized under the laws of the State of Delaware. Mr. Griffin is a U.S. citizen.

  

Item 2(d). Title of Class of Securities.

 

Common stock, par value $0.001 per share.

 

 

CUSIP No. 25385H20313GPage 7 of 11 Pages

 

 

 

Item 2(e). CUSIP Number.

 

25385H203

 

Item 3.  

 

If this statement is filed pursuant to Rules 13d-1(b) or 13d- 2(b) or (c), check whether the person filing is a:

  

  (a) ý Broker or dealer registered under Section 15 of the Act,
  (b) o Bank as defined in Section 3(a)(6) of the Act,
  (c) o Insurance Company as defined in Section 3(a)(19) of the Act,
  (d) o Investment Company registered under Section 8 of the Investment Company Act of 1940,
  (e) o Investment Adviser in accordance with Rule 13d-1 (b)(1)(ii)(E),
  (f) o Employee Benefit Plan or Endowment Fund in accordance with 13d-1 (b)(1)(ii)(F),
  (g) o Parent Holding Company or control person in accordance with Rule 13d-1 (b)(1)(ii)(G),
  (h) o Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act,
  (i) o Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940,
  (j) o A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);
  (k) o Group, in accordance with Rule 13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ______________

  

Item 4. Ownership.

 

The percentages used herein are calculated based upon 4,414,975 shares issued and outstanding as of September 23, 2015 as reported in the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended May 31, 2015, filed with the SEC on September 24, 2015. As of the close of business on December 31, 2016, the Reporting Persons beneficially owned shares of the Company’s common stock in the amounts and percentages listed below:

 

 

CUSIP No. 25385H20313GPage 8 of 11 Pages

 

 

  A. Citadel Securities LLC  
  (a) Amount beneficially owned: 276,987  
  (b) Percent of class:  6.3%  
  (c) (i) Sole power to vote or direct the vote:  -0-
    (ii) Shared power to vote or direct the vote:  276,987
    (iii) Sole power to dispose or direct the disposition:  -0-
    (iv) Shared power to dispose or direct the disposition:  276,987
  B. CALC III LP  
  (a) Amount beneficially owned:  276,987  
  (b) Percent of class:  6.3%  
  (c) (i) Sole power to vote or direct the vote:  -0-
    (ii) Shared power to vote or direct the vote: 276,987
    (iii) Sole power to dispose or direct the disposition:  -0-
    (iv) Shared power to dispose or direct the disposition:  276,987
  C. Citadel GP LLC  
  (a) Amount beneficially owned:   276,987  
  (b) Percent of class:  6.3%  
  (c) (i) Sole power to vote or direct the vote:  -0-
    (ii) Shared power to vote or direct the vote:  276,987
    (iii) Sole power to dispose or direct the disposition:  -0-
    (iv) Shared power to dispose or direct the disposition:  276,987
  D. Kenneth Griffin  
  (a) Amount beneficially owned:  276,987  
  (b) Percent of class:  6.3%  
  (c) (i) Sole power to vote or direct the vote:  -0-
    (ii) Shared power to vote or direct the vote:  276,987
    (iii) Sole power to dispose or direct the disposition:  -0-
    (iv) Shared power to dispose or direct the disposition:  276,987
         

 

Each Reporting Person disclaims beneficial ownership of any of the securities covered by this statement, except to the extent of any pecuniary interest therein.

  

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. o

 

 

CUSIP No. 25385H20313GPage 9 of 11 Pages

  

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

 

To the knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, a number of the Shares which represents more than five percent of the number of outstanding shares of the Shares.

  

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

 

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. Certifications.

 

Each of the Reporting Persons hereby makes the following 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.

 

 

CUSIP No. 25385H20313GPage 10 of 11 Pages

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:  February 13, 2017    
    CITADEL SECURITIES LLC
     
    /s/: Shawn Fagan
    Shawn Fagan, Authorized Signatory
     
     
    CALC III LP
     
    /s/: Shawn Fagan
    Shawn Fagan, Authorized Signatory
     
     
    CITADEL GP LLC
     
    /s/: Shawn Fagan
    Shawn Fagan, Authorized Signatory
     
     
    KENNETH GRIFFIN
     
    /s/: Mark Polemeni
    Mark Polemeni, Attorney-in-Fact

 

CUSIP No. 25385H20313GPage 11 of 11 Pages

 

EXHIBIT INDEX

 

Exhibit Number Exhibit Description
24.1 Power of Attorney (incorporated by reference to Power of Attorney filed as an attachment to Schedule 13G filed on January 18, 2013 by Citadel Advisors LLC with respect to securities of TiVo Inc. (File No. 005-57007))
99.1 Joint Filing Agreement

 

 

EX-99.1 2 v459302_ex99-1.htm JOINT FILING AGREEMENT

Exhibit 99.1

 

 

JOINT FILING AGREEMENT

 

The undersigned hereby agree that the statement on Schedule 13G with respect to the shares of common stock of Digital Brand Media & Marketing Group, Inc. is, and any amendment thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended. The undersigned hereby further agree that this Joint Filing Agreement be included as an exhibit to such statement and any such amendment. This Joint Filing Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

 

 

DATED:  February 13, 2017    
    CITADEL SECURITIES LLC
     
    /s/: Shawn Fagan
    Shawn Fagan, Authorized Signatory
     
     
    CALC III LP
     
    /s/: Shawn Fagan
    Shawn Fagan, Authorized Signatory
     
     
    CITADEL GP LLC
     
    /s/: Shawn Fagan
    Shawn Fagan, Authorized Signatory
     
     
    KENNETH GRIFFIN
     
    /s/: Mark Polemeni
    Mark Polemeni, Attorney-in-Fact