UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 3)*
Under the Securities Exchange Act of 1934
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Lindblad Expeditions Holdings, Inc.
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(Name of Issuer)
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Common Stock, par value $0.0001
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(Title of Class of Securities)
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535219109
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(CUSIP Number)
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Sven-Olof Lindblad
c/o Lindblad Expeditions Holdings, Inc.
96 Morton Street, 9th Floor
New York, New York 10014
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications) |
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March 18, 2019
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(Date of Event Which Requires Filing of this Statement)
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* |
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.
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CUSIP No: 535219109
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Page 2 of 5 Pages
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1
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NAMES OF REPORTING PERSONS
Sven-Olof Lindblad
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐ |
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
12,494,248(a)
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER
12,494,248
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,494,248
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐ | ||||||||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.3%(b)
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14
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TYPE OF REPORTING PERSON
IN
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(a) |
This amendment is filed solely to correct the number of shares owned as of March 18, 2019 as a result of a correction of the option exercise by National Geographic.
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(b) |
The calculation of the foregoing percentage is based on 45,742,161 shares of the Issuer’s Common Stock outstanding on February 22, 2019.
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CUSIP No: 535219109
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Page 3 of 5 Pages
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(a)
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Name: This statement is
being filed by Sven-Olof Lindblad (the “Reporting Person”).
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(b)
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Business Address: 96
Morton Street, 9th Floor, New York, New York 10014.
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(c)
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Principal Occupation or Employment:
The Reporting Person’s principal occupation is as the Chief Executive Officer and President of the Issuer, an expedition cruising and adventure travel company.
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(d)
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Criminal Proceedings:
During the last five years, the Reporting Person has not been convicted in a criminal proceeding, excluding traffic violations.
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(e)
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Civil Proceedings:
During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in his being 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.
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(f)
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Citizenship: The
Reporting Person is a citizen of the United States of America.
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CUSIP No: 535219109
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Page 4 of 5 Pages
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Exhibit No.
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Description
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1
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Agreement and Plan of Merger, dated as March 9, 2015, by and among the Issuer, Argo Expeditions, LLC, Argo Merger Sub, Inc. and
Lindblad Expeditions, Inc. (incorporated by reference from Exhibit 1 to the Schedule 13D filed on July 9, 2015)
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2
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Call Option Agreement, dated as of April 27, 2015, by and among National Geographic Society, Seven-Olof Lindblad and the Issuer
(incorporated by reference from Exhibit 2 to the Schedule 13D filed on July 9, 2015)
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3
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Registration Rights Agreement dated as of July 8, 2015 by and among the Issuer, the Reporting Person and the Investors signatory
thereto (incorporated by reference from Exhibit 3 to the Schedule 13D filed on July 9, 2015)
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4
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Contribution Agreement, dated as of July 6, 2016, by and among Sven-Olof Lindblad and Lindblad Expeditions Holdings, Inc.
(incorporated by reference from Exhibit 10.1 to the Issuer’s Form 10-Q filed on August 8, 2016)
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5
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Lindblad Expeditions Holdings, Inc. 2016 CEO Share Allocation Plan (incorporated by reference from Annex A to the Issuer’s
Definitive Proxy Statement filed on April 15, 2016)
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CUSIP No: 535219109
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Page 5 of 5 Pages
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Date: July 24, 2019
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/s/ Sven-Olof Lindblad
Sven-Olof Lindblad
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