UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 3)

 

 

Liberated Syndication, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

53013F100

(CUSIP Number)

ERIC SHAHINIAN

CAMAC PARTNERS, LLC

350 PARK AVENUE, 13TH FLOOR

NEW YORK, NY 10022

914-629-8496

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

07/15/2019

(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 Rule 13d-7 for other parties to whom copies are to be sent.

 

 

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).

 

 

 

1		NAMES OF REPORTING PERSONS     Camac Partners, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)   (a)  ☐        (b)  ☐
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)     ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION     Delaware, United States

NUMBER OF SHARES   BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER     0
				8		SHARED VOTING POWER     1,892,262
				9		SOLE DISPOSITIVE POWER     0
				10		SHARED DISPOSITIVE POWER     1,892,262

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     1,892,262
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)     ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     6.5%(1)
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)     OO

 

(1)	The percentage of class is based on 29,271,974 shares of common stock issued and outstanding as of May 14, 2019, as reported in the Quarterly Report on Form 10-Q for the period ended March 31, 2019, of Liberated Syndication, Inc.

 

Page 1

1		NAMES OF REPORTING PERSONS     Camac Capital, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)   (a)  ☐        (b)  ☐
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)     ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION     Delaware, United States

NUMBER OF SHARES   BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER     0
				8		SHARED VOTING POWER     1,892,262
				9		SOLE DISPOSITIVE POWER     0
				10		SHARED DISPOSITIVE POWER     1,892,262

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     1,892,262
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)     ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     6.5%(1)
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)     OO

 

(1)	The percentage of class is based on 29,271,974 shares of common stock issued and outstanding as of May 14, 2019, as reported in the Quarterly Report on Form 10-Q for the period ended March 31, 2019, of Liberated Syndication, Inc.

 

Page 2

1		NAMES OF REPORTING PERSONS     Camac Fund, LP
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)   (a)  ☐        (b)  ☐
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)     ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION     Delaware, United States

NUMBER OF SHARES   BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER     0
				8		SHARED VOTING POWER     1,892,262
				9		SOLE DISPOSITIVE POWER     0
				10		SHARED DISPOSITIVE POWER     1,892,262

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     1,892,262
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)     ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     6.5%(1)
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)     PN

 

(1)	The percentage of class is based on 29,271,974 shares of common stock issued and outstanding as of May 14, 2019, as reported in the Quarterly Report on Form 10-Q for the period ended March 31, 2019, of Liberated Syndication, Inc.

 

Page 3

1		NAMES OF REPORTING PERSONS     Eric Shahinian
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)   (a)  ☐        (b)  ☐
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)     ☐
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     1,892,262
				9		SOLE DISPOSITIVE POWER     0
				10		SHARED DISPOSITIVE POWER     1,892,262

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     1,892,262
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)     ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     6.5%(1)
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)     IN

 

(1)	The percentage of class is based on 29,271,974 shares of common stock issued and outstanding as of May 14, 2019, as reported in the Quarterly Report on Form 10-Q for the period ended March 31, 2019, of Liberated Syndication, Inc.

 

Page 4

1		NAMES OF REPORTING PERSONS     Michael Cricenti
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)   (a)  ☐        (b)  ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS)
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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     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)     ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     0%(1)
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)     IN

 

(1)	The percentage of class is based on 29,271,974 shares of common stock issued and outstanding as of May 14, 2019, as reported in the Quarterly Report on Form 10-Q for the period ended March 31, 2019, of Liberated Syndication, Inc.

 

Page 5

1		NAMES OF REPORTING PERSONS     Simeon McMillan
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)   (a)  ☐        (b)  ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS)
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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     63,385
				8		SHARED VOTING POWER     0
				9		SOLE DISPOSITIVE POWER     63,385
				10		SHARED DISPOSITIVE POWER     0

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     63,385
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)     ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     0.2%(1)
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)     IN

 

(1)	The percentage of class is based on 29,271,974 shares of common stock issued and outstanding as of May 14, 2019, as reported in the Quarterly Report on Form 10-Q for the period ended March 31, 2019, of Liberated Syndication, Inc.

 

Page 6

1		NAMES OF REPORTING PERSONS     Adam Pincus
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)   (a)  ☐        (b)  ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS)
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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     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)     ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     0%(1)
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)     IN

 

(1)	The percentage of class is based on 29,271,974 shares of common stock issued and outstanding as of May 14, 2019, as reported in the Quarterly Report on Form 10-Q for the period ended March 31, 2019, of Liberated Syndication, Inc.

 

Page 7

1		NAMES OF REPORTING PERSONS     Bradley M. Tirpak
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)   (a)  ☐        (b)  ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS)
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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     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)     ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     0%(1)
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)     IN

 

(1)	The percentage of class is based on 29,271,974 shares of common stock issued and outstanding as of May 14, 2019, as reported in the Quarterly Report on Form 10-Q for the period ended March 31, 2019, of Liberated Syndication, Inc.

 

Page 8

Explanatory Note

This Amendment No. 3 (this “Amendment”) amends and supplements the Schedule 13D filed on January 8, 2019, as amended on April 26, 2019 and July 12, 2019 (as amended, the “Schedule 13D”), by the Reporting Persons relating to the common stock, par value $0.001 per share (the “Common Stock”), of Liberated Syndication, Inc. (the “Issuer”). Information reported in the Schedule 13D remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment. Capitalized terms used but not defined in this Amendment have the respective meanings set forth in the Schedule 13D.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 is hereby amended and restated as follows:

The shares of Common Stock purchased by Camac Fund were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 1,892,262 shares of Common Stock beneficially owned by Camac Fund is approximately $2,817,971.74, including brokerage commissions. The aggregate purchase price of the 63,385 shares of Common Stock beneficially owned by Mr. McMillan is approximately $94,242, excluding broker commissions.

Item 4. Purpose of Transaction

Item 4 is hereby amended to add the following:

On July 16, 2019, the Reporting Persons announced that they have obtained the requisite support of stockholders to call a special meeting of stockholders of the Issuer. The Issuer’s bylaws obligate the Issuer to call a special meeting within 60 days. If the Issuer does not take appropriate action to call a special meeting, then the Reporting Persons are permitted to call the special meeting. If necessary, the Reporting Persons will call the special meeting. The press release issued by the Reporting Persons concerning the foregoing is attached as Exhibit 4 and is incorporated by reference.

Item 5. Interest in Securities of the Issuer

Item 5 is hereby amended and restated as follows:

(a) and (b) The responses of the Reporting Persons to rows 7, 8, 9, 10, 11 and 13 on the cover pages of this Amendment are incorporated by reference. As of 4:00 p.m., Eastern time, on July 15, 2019, (1) Camac Fund beneficially owned 1,892,262 shares of Common Stock, representing approximately 6.5% of the outstanding shares of Common Stock; (2) Mr. McMillan beneficially owned 63,385 shares of Common Stock, representing approximately 0.2% of the outstanding shares of Common Stock; and (3) no other Reporting Person beneficially owned shares of Common Stock.

Camac Capital, as the general partner of Camac Fund, may be deemed to have the power to direct the voting and disposition of the shares of Common Stock beneficially owned by Camac Fund, and may be deemed to be the indirect beneficial owner of such shares. Camac Capital disclaims beneficial ownership of such shares for all other purposes.

Camac Partners, as the investment manager of Camac Fund, may be deemed to have the power to direct the voting and disposition of the shares of Common Stock beneficially owned by Camac Fund, and may be deemed to be the indirect beneficial owner of such shares. Camac Partners disclaims beneficial ownership of such shares for all other purposes.

 

Page 9

Mr. Shahinian, as the managing member of Camac Partners, may be deemed to have the power to direct the voting and disposition of the shares of Common Stock beneficially owned by Camac Fund, and may be deemed to be the indirect beneficial owner of such shares. Mr. Shahinian disclaims beneficial ownership of such shares for all other purposes.

To the knowledge of each of the Reporting Persons, other than as set forth above, none of the persons named in Item 2 is the beneficial owner of any shares of Common Stock.

Each Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed to be the beneficial owner of the shares of Common Stock directly owned by the other Reporting Persons. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

(c) Except as set forth in Schedule A, none of the Reporting Persons has effected any transactions in the Common Stock in the 60 days prior to the date of this Amendment.

(d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock.

(e) Not applicable.

Item 7. Material to be Filed as Exhibits

 

Exhibit 4		Press Release, dated July 16, 2019.

 

Page 10

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this Amendment is true, complete and correct.

Dated: July 16, 2019

 

SCHEDULE A

Transactions in the Shares of Common Stock by the Reporting Persons During the Past 60 Days

The following tables set forth all transactions with respect to the Common Stock effected in the last 60 days by or on behalf of the Reporting Persons, inclusive of any transactions effected through 4:00 p.m., Eastern time, on July 15, 2019. Unless otherwise indicated, all transactions were effected in the open market.

CAMAC FUND, LP

 

Transaction Date		Shares of Common Stock Purchased				Price Per Share
5/22/2019			23,196			$	2.45
6/19/2019			2,057			$	2.67
6/20/2019			15,056			$	2.69
6/25/2019			13,157			$	2.81
6/26/2019			11,744			$	2.87
6/27/2019			809			$	2.80
6/28/2019			100			$	2.91
7/1/2019			1,000			$	2.84
7/2/2019			4,153			$	2.86
7/3/2019			3,532			$	2.86
7/5/2019			13,200			$	2.88
7/8/2019			1,046			$	2.85
7/9/2019			2,000			$	2.87
7/10/2019			900			$	2.85
7/12/2019			100			$	2.96
7/15/2019			33,713			$	3.01

 

A-1

Exhibit 4

Camac Partners Successful in Request to Call

Special Meeting of Stockholders of Liberated Syndication

New York, July 16, 2019—Camac Partners, LLC (“Camac”), the investment manager of Camac Fund, LP, today announced that it has received sufficient support from its fellow stockholders to request the call of a special meeting of stockholders of Liberated Syndication, Inc. (OTCQB: LSYN) (“Libsyn”). Camac has also formally commenced the process of calling a special meeting.

“This is an important next step in our goal to bring needed improvement and accountability to Libsyn for the benefit of all stockholders,” said Eric Shahinian, the founder and managing member of Camac. “We are gratified that our fellow stockholders agree that a special meeting is warranted. For too long, stockholders have suffered at the hands of an entrenched board of directors and management team, who seem more interested in lining their own pockets than operating Libsyn with a focus on improving stockholder value.”

At the special meeting, Camac intends to present proposals to reconstitute Libsyn’s board of directors with high-quality, independent directors who are committed to acting in the best interests of stockholders. In addition, Camac will present various proposals to substantially improve Libsyn’s corporate governance.

Libsyn’s bylaws obligate Libsyn to call a special meeting within 60 days. If Libsyn does not take appropriate action to call a special meeting, then Camac is permitted to call the special meeting. If necessary, Camac will call the special meeting.

Continued to Mr. Shahinian, “We urge Libsyn to quickly call the special meeting. Delay and uncertainty benefit no one. It is time to allow stockholders—the true owners of Libsyn—to decide the future of their company.”

Camac also filed a lawsuit to compel Libsyn to provide customary stockholder list materials to permit Camac to communicate with its fellow stockholders.

Additional Information and Where to Find It

Camac, together with the other participants identified below, has requested the call of a special meeting of stockholders of Libsyn.

Promptly after filing its definitive proxy statement with the Securities and Exchange Commission (the “SEC”) for the special meeting of stockholders of Libsyn, Camac intends to furnish that proxy statement to Libsyn’s stockholders, together with a WHITE proxy card. STOCKHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.

Stockholders may obtain, free of charge, Camac’s preliminary proxy statement, any amendments or supplements thereto and other relevant documents filed by Camac with the SEC at the SEC’s website (http://www.sec.gov). Copies of Camac’s definitive proxy statement, any amendments and supplements thereto, and any other relevant documents filed by Camac with the SEC will also be available, free of charge, by contacting Camac’s proxy solicitor, InvestorCom LLC, at 19 Old Kings Highway S., Suite 210, Darien, CT 06820, or by phone at (203) 972-9300.

Camac, Camac Capital, LLC, Camac Fund, LP, Eric Shahinian, Michael Cricenti, Simeon McMillan, Adam Pincus and Bradley M. Tirpak are participants in the solicitation of special meeting requests from stockholders of Libsyn. Camac Fund, LP directly owns 1,892,262 shares of Libsyn’s common stock. Camac, Camac Capital, LLC and Mr. Shahinian may also be deemed to be the beneficial owner of such shares. Simeon McMillan directly owns 63,385 shares of Libsyn’s common stock. No other participant owns any shares of Libsyn’s common stock.

About Camac Partners

Camac Partners is a private investment firm founded in 2011. Camac focuses on extremely mispriced assets in discrete pockets of opportunity. Camac prides itself on its unique sourcing, flexible mandate, and constant focus on non-competitive opportunities. Its investments are long term in nature and focused on compounding capital over several decades rather than months or years.

For Further Information

Eric Shahinian

(914) 629-8496

eric@camacpartners.com

InvestorCom LLC

19 Old Kings Highway, Suite 210

Darien, CT 06820

Stockholders call toll-free: (877) 972-0090

Banks and brokers call collect: (203) 972-9300

 

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