UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS PURSUANT TO RULES 13d-1(b), (c)
AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
LiveXLive Media, Inc.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
53839L208
(CUSIP Number)
December 31, 2018
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule 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).
Schedule 13G CUSIP No. 53839L208 |
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| (1) |
NAME OF REPORTING PERSON
Gina Robins | |
| (2) |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
Not Applicable | |
| (3) |
SEC USE ONLY
| |
| (4) |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
(5) |
SOLE VOTING POWER:
2,567,707 (1) | ||
| (6) |
SHARED VOTING POWER:
0 | |||
| (7) |
SOLE DISPOSITIVE POWER:
2,567,707(1) | |||
| (8) |
SHARED DISPOSITIVE POWER:
0 |
| (9) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
2,567,707 (1) | |
| (10) |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
| |
| (11) |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
4.94% (2) | |
| (12) |
TYPE OF REPORTING PERSON:
IN |
(1) See Item 4(a) below.
(2) Based upon 51,991,375 shares of the Issuer’s common stock issued and outstanding as of December 3, 2018, as reported in the Issuer’s Registration Statement on Form S-3, Amendment No. 1, filed with the U.S. Securities and Exchange Commission on January 18, 2019.
Schedule 13G CUSIP No. 53839L208 |
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Explanatory Note
On January 3, 2018, Gina Robins (the “Reporting Person”) filed a Schedule 13G with the U.S. Securities and Exchange Commission (the “Original 13G”). The Reporting Person’s beneficial ownership as of December 21, 2017 was incorrectly reported in the Original 13G. The Reporting Person’s correct beneficial ownership amount as of December 21, 2017 was 2,645,590 shares of the Issuer’s common stock, representing 5.33% of the Issuer’s shares of common stock issued and outstanding as of such date (as provided in the Original 13G). A detailed summary of the Reporting Person’s beneficial ownership as of December 21, 2017 is set forth below in Item 4(a) of this Schedule 13G, Amendment No. 1.
ITEM 1(a). NAME OF ISSUER:
LiveXLive Media, Inc. (the “Issuer”)
ITEM 1(b). ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:
9200 Sunset Boulevard, Suite #1201, West Hollywood, CA 90069
ITEMS 2(a), 2(b) and 2(c). NAME OF PERSON FILING, ADDRESS OF PRINCIPAL BUSINESS OFFICE AND CITIZENSHIP:
| (a) | Name of Person filing: Gina Robins |
| (b) | Address of Principal Business Office: 105 Ocean Front Walk, Venice, CA 90291 |
| (c) | Citizenship: United States of America |
ITEM 2(d). TITLE OF CLASS OF SECURITIES: Common Stock, $0.001 par value per share
ITEM 2(e). CUSIP NUMBER: 53839L208
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO 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 Act; | ||||
| (b) | ☐ | Bank as defined in Section 3(a)(6) of the Act; | ||||
| (c) | ☐ | Insurance Company as defined in Section 3(a)(19) of the Act; | ||||
| (d) | ☐ | Investment Company registered under Section 8 of the Investment Company Act of 1940; | ||||
| (e) | ☐ | Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940: see Rule 13d-1(b)(1)(ii)(E); | ||||
| (f) | ☐ | Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see Rule 13d-1(b)(1)(ii)(F); | ||||
| (g) | ☐ | Parent Holding Company, in accordance with Rule 13d- 1(b(ii)(G); | ||||
| (h) | ☐ | Savings Associations as defined in Section 3(b) of the Federal Deposit Insurance Act; | ||||
| (i) | ☐ | 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) | ☐ | Group, in accordance with Rule 13d-1(b)(1)(ii)(J). | ||||
Schedule 13G CUSIP No. 53839L208 |
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ITEM 4. OWNERSHIP.
| (a) | Amount beneficially owned: |
As of December 31, 2018, the Reporting Person beneficially owned an aggregate of 2,567,707 shares of the Issuer’s common stock (the “Common Stock”). Such aggregate share amount consisted of (i) 2,057,546 shares of Common Stock held by Primary Investments LLC (“PI LLC”), (ii) 395,904 shares of Common Stock held by Vending Corporation of America, LLC (“VCA LLC”), and (iii) 114,257 shares of Common Stock owned by the Reporting Person in her individual capacity. The Reporting Person, as the owner of PI LLC and VCA LLC, holds sole voting and dispositive power over the shares of Common Stock held by such companies. Accordingly, securities owned by the PI LLC and VCA LLC are regarded as being beneficially owned by Ms. Robins.
As of December 21, 2017, the Reporting Person beneficially owned an aggregate of 2,645,590 shares of Common Stock. Such aggregate share amount consisted of (i) 2,057,546 shares of Common Stock held by PI LLC, (ii) 395,904 shares of Common Stock held by VCA LLC, and (iii) 194,140 shares of Common Stock owned by the Reporting Person in her individual capacity. The Reporting Person, as the owner of PI LLC and VCA LLC, holds sole voting and dispositive power over the shares of Common Stock held by such companies. Accordingly, securities owned by the PI LLC and VCA LLC are regarded as being beneficially owned by Ms. Robins.
(b) Percent of class: 4.94%**
(c) Number of shares as to which such person has:
| (i) | sole power to vote or to direct the vote: 2,567,707 shares of Common Stock | |
| (ii) | shared power to vote or to direct the vote: 0 | |
| (iii) | sole power to dispose or to direct the disposition of: 2,567,707 shares of Common Stock | |
| (iv) | shared power to dispose or to direct the disposition of: 0 |
| ** | Based upon (i) 51,991,375 shares of the Issuer’s Common Stock issued and outstanding as of December 3, 2018, as reported in the Issuer’s Registration Statement on Form S-3, Amendment No. 1, filed with the U.S. Securities and Exchange Commission on January 18, 2019. |
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 persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☒.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
Not Applicable.
Schedule 13G CUSIP No. 53839L208 |
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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. (if filing pursuant to Rule 13d-1(c))
The Reporting Person hereby makes the following certification:
By signing below the Reporting Person certifies that, to the best of its 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 not held in connection with or as a participant in any transaction having that purpose or effect.
Schedule 13G CUSIP No. 53839L208 |
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SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
| Gina Robins | |
| Dated: February 8, 2019 | /s/ Gina Robins |
| Gina Robins, individually |