1 | NAME OF REPORTING PERSON Costar Partners II, LLC | ||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o | |||||
(see instructions) | (b) o | ||||||
3 | SEC USE ONLY | ||||||
4 | SOURCE OF FUNDS (see instructions) WC | ||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | o | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION New Jersey | ||||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 7 | SOLE VOTING POWER | |||||
0 | |||||||
8 | SHARED VOTING POWER | ||||||
0 | |||||||
9 | SOLE DISPOSITIVE POWER | ||||||
0 | |||||||
10 | SHARED DISPOSITIVE POWER | ||||||
0 | |||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 | ||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) | o | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0% | ||||||
14 | TYPE OF REPORTING PERSON (see instructions) OO |
1 | NAME OF REPORTING PERSON William Cohen | ||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o | |||||
(see instructions) | (b) o | ||||||
3 | SEC USE ONLY | ||||||
4 | SOURCE OF FUNDS (see instructions) AF | ||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | o | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION U.S. | ||||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 7 | SOLE VOTING POWER | |||||
655,179 | |||||||
8 | SHARED VOTING POWER | ||||||
0 | |||||||
9 | SOLE DISPOSITIVE POWER | ||||||
655,179 | |||||||
10 | SHARED DISPOSITIVE POWER | ||||||
0 | |||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 655,179 | ||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) | o | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 5.5% | ||||||
14 | TYPE OF REPORTING PERSON (see instructions) IN | ||||||
(a) | This Schedule 13D is filed by Costar Partners II, LLC and William Cohen. |
(b) | The business address of Costar and Mr. Cohen is 53 East 34th Street, Pine Brook, NJ 07514. |
(c) | Mr. Cohen is the Manager and controlling member of Costar, which is an investment vehicle for investing in the Common Stock. |
(d)-(e) | During the past five years, neither Costar nor Mr. Cohen (a) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), and (b) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, where, as a result of such proceeding, he or it 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. |
(f) | Mr. Cohen is a citizen of the United States, and Costar was incorporated in New Jersey. |
(a) | As of the date hereof, Mr. Cohen beneficially owns 655,179 shares, which represent 5.5% of the outstanding shares of Common Stock based on information set forth in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, filed on November 8, 2017 (which reported that there were 11,856,843 shares outstanding as of November 6, 2017). Such shares include options to purchase 10,000 shares of Common Stock. |
(b) | Mr. Cohen has sole voting and dispositive power over the shares of Common Stock reported as beneficially by him in response to Item 5(a) above. |
(c) | Except as provided above in Item 3, no transactions with respect to the Common Shares have been effected by Mr. Cohen or, to the knowledge of Mr. Cohen, by any of his affiliates, during the 60 days prior to the date of this Schedule 13D. |
(d) | Inapplicable. |
Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
Item 7. | Material to Be Filed as Exhibits. |
Date: | January 4, 2018 | |
/s/ William Cohen | ||
Name: | William Cohen | |
COSTAR PARTNERS II, LLC | ||
By: | /s/ William Cohen | |
Name: | William Cohen | |
Title: | Manager |
COSTAR PARTNERS II LLC | ||
By: | /s/ William Cohen | |
Name: | William Cohen | |
Title: | Manager | |
/s/ William Cohen | ||
William Cohen | ||
/s/ Ray Starker | ||
Ray Starker |