0001193125-17-042569.txt : 20170214 0001193125-17-042569.hdr.sgml : 20170214 20170214121857 ACCESSION NUMBER: 0001193125-17-042569 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20170214 DATE AS OF CHANGE: 20170214 GROUP MEMBERS: SENIOR HEALTH INSURANCE CO OF PENNSYLVANIA SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: usell.com, Inc. CENTRAL INDEX KEY: 0001271075 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PERSONAL SERVICES [7200] IRS NUMBER: 980412432 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-84113 FILM NUMBER: 17605695 BUSINESS ADDRESS: STREET 1: 171 MADISON AVE. STREET 2: 17 FL., CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: (212) 213-6805 MAIL ADDRESS: STREET 1: 171 MADISON AVE. STREET 2: 17 FL., CITY: NEW YORK STATE: NY ZIP: 10016 FORMER COMPANY: FORMER CONFORMED NAME: Upstream Worldwide, Inc. DATE OF NAME CHANGE: 20100621 FORMER COMPANY: FORMER CONFORMED NAME: MONEY4GOLD HOLDINGS INC DATE OF NAME CHANGE: 20080729 FORMER COMPANY: FORMER CONFORMED NAME: EFFECTIVE PROFITABLE SOFTWARE, INC. DATE OF NAME CHANGE: 20050607 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: B Asset Manager, LP CENTRAL INDEX KEY: 0001677669 IRS NUMBER: 800962118 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 1370 AVENUE OF THE AMERICAS, 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 646.356.1623 MAIL ADDRESS: STREET 1: 1370 AVENUE OF THE AMERICAS, 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13G/A 1 d274347dsc13ga.htm AMENDMENT NO.1 TO SCHEDULE 13G Amendment No.1 to Schedule 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

(Rule 13d-102)

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

uSell.com, Inc.

(Name of Issuer)

Common Stock, $.0001 par value

(Title of Class of Securities)

917296204

(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 is filed:

 

Rule 13d-1(b)

 

Rule 13d-1(c)

 

Rule 13d-1(d)

 

* 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 (“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).

 

 

 


CUSIP No. 917296204     Page 2 of 8

 

  1.   

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

B Asset Manager, LP

  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐         (b)  ☒        

 

  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

 

1,056,666 shares of common stock

       7.   

SOLE DISPOSITIVE POWER

 

0

       8.   

SHARED DISPOSITIVE POWER

 

1,056,666 shares of common stock

  9.

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,056,666 shares of common stock

10.

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

11.

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

Approximately 5.2 % as of December 31, 2016 (based on 20,130,999 shares of common stock issued and outstanding per uSell.com, Inc. Form 10-Q filed on November 10, 2016).

12.

 

TYPE OF REPORTING PERSON

 

PN


CUSIP No. 917296204     Page 3 of 8

 

  1.   

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Senior Health Insurance Company of Pennsylvania

  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)           (b)  

 

  3.  

SEC USE ONLY

 

  4.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Pennsylvania

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

   5.    

SOLE VOTING POWER

 

0

   6.   

SHARED VOTING POWER

 

1,056,666 shares of common stock

   7.   

SOLE DISPOSITIVE POWER

 

0

   8.   

SHARED DISPOSITIVE POWER

 

1,056,666 shares of common stock

  9.

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,056,666 shares of common stock

10.

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

11.

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

Approximately 5.2 % as of December 31, 2016 (based on 20,130,999 shares of common stock issued and outstanding per uSell.com, Inc. Form 10-Q filed on November 10, 2016).

12.

 

TYPE OF REPORTING PERSON

 

IC


CUSIP No. 917296204     Page 4 of 8

 

Item 1(a) Name of Issuer:

uSell.com, Inc.

 

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

171 Madison Avenue

17th Floor

New York, NY 10016

 

Item 2(a) Name of Person Filing:

 

Item 2(b) Address of Principal Business Office:,

 

Item 2(c) Citizenship:

B Asset Manager, LP

105 Madison Avenue

19th Floor

New York, NY 10016

Delaware

Senior Health Insurance Company of Pennsylvania

550 Congressional Blvd.

Suite 200

Carmel, IN 46032

Pennsylvania

 

Item 2(d) Title of Class of Securities:

Common Stock, $.0001 par value

 

Item 2(e) CUSIP Number

917296204

 

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)       Broker or dealer registered under Section 15 of the Exchange Act;
(b)       Bank as defined in Section 3(a)(6) of the Exchange Act;
(c)       Insurance company as defined in Section 3(a)(19) of the Exchange Act;
(d)       Investment company registered under Section 8 of the Investment Company Act;
(e)       An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);


CUSIP No. 917296204     Page 5 of 8

 

(f)

      An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

(g)

      A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

(h)

      A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

(i)

      A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

(j)

      A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);

(k)

      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:             

If this statement is filed pursuant to Rule 13d-1(c), check this box.  ☒

 

Item 4 Ownership:

 

  (a) Amount beneficially owned: Incorporated by reference to Item 9 of the cover page pertaining to each reporting person.

 

  (b) Percent of Class: Incorporated by reference to Item 11 of the cover page pertaining to each reporting person.

 

  (c) Number of shares as to which such person has:

 

  (i) sole power to vote or to direct the vote: Incorporated by reference to Item 5 of the cover page pertaining to each reporting person.

 

  (ii) shared power to vote or to direct the vote: Incorporated by reference to Item 6 of the cover page pertaining to each reporting person.

 

  (iii) sole power to dispose or to direct the disposition of: Incorporated by reference to Item 7 of the cover page pertaining to each reporting person.

 

  (iv) shared power to dispose or to direct the disposition of: Incorporated by reference to Item 8 of the cover page pertaining to each reporting person.


CUSIP No. 917296204     Page 6 of 8

 

Item 5 Ownership of Five Percent or Less of a Class:

Not Applicable.

 

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

B Asset Manager, LP (“BAM”) is the investment manager, directly or indirectly, of the securities beneficially owned by the Reporting Persons reporting on this Schedule 13G. Mark Feuer and Dhruv Narain, through other entities, are the controlling principals of BAM, and may be deemed to have indirect voting and investment power over such securities. Each of BAM, Mark Feuer and Dhruv Narain disclaims beneficial ownership of the securities reported herein.

 

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 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. 917296204     Page 7 of 8

 

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 14, 2017

 

B Asset Manager, LP
By  

/s/ Mark Feuer

Name:   Mark Feuer

Title:

 

Sole Member of B Asset Manager GP LLC, the General Partner of B Asset Manager, LP

Senior Health Insurance Company of Pennsylvania
By  

/s/ John Robison

Name:   John Robison
Title:   Chief Investment Officer

 


CUSIP No. 917296204     Page 8 of 8

 

INDEX TO EXHIBITS

 

          Page
EXHIBIT 1: Agreement to Make a Joint Filing    1
EX-99.1 2 d274347dex991.htm EXHIBIT 1 Exhibit 1
CUSIP No. 917296204   13G   Page 1 of 1

 

EXHIBIT 1 TO SCHEDULE 13G

FEBRUARY 14, 2017

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the entities named below hereby agrees to the joint filing of this statement on Schedule 13G (including any and all amendments hereto). In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement on Schedule 13G. A copy of this Agreement shall be attached as an exhibit to the Statement on Schedule 13G filed on behalf of each of the parties hereto, to which this Agreement relates.

This Agreement may be executed in multiple counterparts, each of which shall constitute an original, one and the same instrument.

 

B Asset Manager, LP
By  

/s/ Mark Feuer

Name:   Mark Feuer

Title:

 

Sole Member of B Asset Manager GP LLC, the General Partner of B Asset Manager, LP

Senior Health Insurance Company of Pennsylvania
By  

/s/ John Robison

Name:   John Robison
Title:   Chief Investment Officer