☐ |
Rule 13d-1(b)
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☐ |
Rule 13d-1(c)
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☒ |
Rule 13d-1(d)
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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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1
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NAME OF REPORTING PERSON
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AMCI Sponsor LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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5,108,019 (1)(2)
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6
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SHARED VOTING POWER
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0
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7
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SOLE DISPOSITIVE POWER
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5,108,019 (1)(2)
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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5,108,019 (1)(2)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☒
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See footnote (2) below.
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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18.8%(1)(2)(3)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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1
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NAME OF REPORTING PERSON
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2005 Kirmar Trust (US)
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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5,108,019 (1)(2)
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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5,108,019 (1)(2)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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5,108,019 (1)(2)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☒
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See footnote (2) below
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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18.8%(1)(2)(3)
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||||
12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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1
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NAME OF REPORTING PERSON
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Fritz R. Kundrun Revocable Trust (US)
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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||||
(a)☐
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|||||
(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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5,108,019 (1)(2)
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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5,108,019 (1)(2)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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5,108,019 (1)(2)
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||||
10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☒
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See footnote (2) below.
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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18.8%(1)(2)(3)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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1
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NAME OF REPORTING PERSON
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Hans J. Mende
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
||||
(a)☐
|
|||||
(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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|||
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6
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SHARED VOTING POWER
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5,108,019 (1)(2)
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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5,108,019 (1)(2)
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||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
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|
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5,108,019 (1)(2)
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|||
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|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☒
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|
||
See footnote (2) below.
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|||
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|
||||
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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18.8%(1)(2)(3)
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|||
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|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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||
IN
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|||
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1
|
NAME OF REPORTING PERSON
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|
||
Fritz R. Kundrun
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|
|||
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|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
||||
(a)☐
|
|||||
(b)☐
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
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|
||
United States
|
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|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
5,108,019 (1)(2)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
5,108,019 (1)(2)
|
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|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
5,108,019 (1)(2)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☒
|
|
|
||
See footnote (2) below.
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
18.8%(1)(2)(3)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
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|
||
IN
|
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|||
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|
(1) |
See Item 4. These shares are the Issuer’s Class B Common Stock, which are automatically convertible into shares of the Issuer’s Class A Common Stock at the time of the
Issuer’s initial business combination or earlier at the option of the holder and as more fully described under the heading “Description of Securities-Founder Shares” in the Issuer’s registration statement on Form S-1 (File No.
333-227994). AMCI Sponsor LLC (the “Sponsor”) is the record holder of the shares reported herein. 2005 Kirmar Trust (US) and Fritz R. Kundrun Revocable Trust (US) each owns 50% of the Sponsor. Hans J. Mende, the Issuer’s Executive
Chairman, is the trustee of 2005 Kirmar Trust (US) and Fritz R. Kundrun is the trustee of Fritz R. Kundrun Revocable Trust (US), and as a result each has voting and investment discretion with respect to the shares of Class B common
stock held by the Sponsor. As such, they may be deemed to have or share voting and dispositive power of the Class B Common Stock held directly by the Sponsor.
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(2) |
Excludes 5,910,416 shares of Class A Common stock which may be purchased by exercising warrants that are not presently exercisable.
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(3) |
Based on 22,052,077 shares of Class A Common Stock and 5,513,019 shares of Class B Common Stock issued and outstanding as of November 27, 2018 as reported in the Issuer’s
Current Report on Form 8-K filed with the Securities and Exchange Commission on November 30, 2018.
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Item 1(a). |
Name of Issuer
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Item 1(b). |
Address of the Issuer’s Principal Executive Offices
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Item 2(a). |
Names of Persons Filing
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Item 2(b). |
Address of the Principal Business Office, or if none, Residence:
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Item 2(c). |
Citizenship
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Item 2(d). |
Title of Class of Securities
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Item 2(e). |
CUSIP Number
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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)(b) or the Exchange Act.
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☐
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(c) Insurance company as defined in Section 3(a)(19) of the Exchange Act.
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☐
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(d) Investment company registered under Section 8 of the Investment Company Act.
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☐
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(e) An Investment adviser in accordance with Rule 13d-1 (b)(1)(ii)(e).
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|
☐
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(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) Group, in accordance with Rule 13d-1 (b)(1)(ii)(j).
|
|
Not applicable
|
Item 4. |
Ownership
|
Item 5. |
Ownership of Five Percent or Less of a Class
|
Item 6. |
Ownership of More than Five Percent on Behalf of Another Person
|
Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
|
Item 8. |
Identification and Classification of Members of the Group
|
Item 9. |
Notice of Dissolution of Group
|
Item 10. |
Certification
|
/s/ Hans J. Mende, as trustee of 2005 Kirmar Trust (US), a member of AMCI
Sponsor LLC
|
02/13/2019
|
|
/s/ Fritz R. Kundrun, as trustee of Fritz R. Kundrun Revocable Trust
(US), a member of AMCI Sponsor LLC
|
02/13/2019
|
|
/s/ Hans J. Mende
|
02/13/2019
|
|
/s/ Fritz R. Kundrun
|
02/13/2019
|
/s/ Hans J. Mende, as trustee of 2005 Kirmar Trust (US), a member of
AMCI Sponsor LLC
|
02/13/2019
|
|
/s/ Fritz R. Kundrun, as trustee of Fritz R. Kundrun Revocable Trust
(US), a member of AMCI Sponsor LLC
|
02/13/2019
|
|
/s/ Hans J. Mende
|
02/13/2019
|
|
/s/ Fritz R. Kundrun
|
02/13/2019
|