Siebert Financial Corp.
|
(Name of Issuer)
|
Common Stock, par value $0.01 per share |
(Title of Class of Securities) |
826176 10 9 |
(CUSIP Number) |
Gloria E. Gebbia |
Managing Member |
Kennedy Cabot Acquisition, LLC |
24005 Ventura Blvd. Suite 200 Calabasas CA 91302 |
(212) 514-8369 |
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
|
June 20, 2020
|
(Date of Event which Requires Filing of this Statement) |
CUSIP No. 826176 10 9
|
13D |
Page 2 of 8 |
1. |
NAMES OF REPORTING PERSONS |
|
Kennedy Cabot Acquisition, 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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐ | |
6. |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
Nevada |
|
7. |
SOLE VOTING POWER |
0 |
||
NUMBER OF | 8. |
SHARED VOTING POWER |
SHARES | |
|
BENEFICIALLY |
18,150,718 | |
OWNED BY | 9. |
SOLE DISPOSITIVE POWER |
EACH |
||
REPORTING |
0 |
|
PERSON WITH | 10. |
SHARED DISPOSITIVE POWER |
18,150,718
|
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
18,150,718 | ||
12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |
(see instructions) ☐ | ||
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
59%*
|
||
14. |
TYPE OF REPORTING PERSON (see instructions) |
|
OO |
CUSIP No. 826176 10 9
|
13D |
Page 3 of 8 |
1. |
NAMES OF REPORTING PERSONS |
|
Gloria E. Gebbia |
||
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) |
|
PF |
||
5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐ | |
6. |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
Gloria E. Gebbia is a US Citizen |
|
7. |
SOLE VOTING POWER |
10,031,236
|
||
NUMBER OF | 8. |
SHARED VOTING POWER |
SHARES | |
|
BENEFICIALLY |
18,150,718
|
|
OWNED BY | 9. |
SOLE DISPOSITIVE POWER |
EACH |
||
REPORTING |
10,031,236
|
|
PERSON WITH | 10. |
SHARED DISPOSITIVE POWER |
18,150,718
|
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
18,150,718
|
||
12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |
(see instructions) ☐ | ||
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
59%*
|
||
14. |
TYPE OF REPORTING PERSON (see instructions) |
|
IN |
CUSIP No. 826176 10 9
|
13D |
Page 4 of 8 |
1. |
NAMES OF REPORTING PERSONS |
|
John M. Gebbia | ||
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) |
|
PF |
||
5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐ | |
6. |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
John M. Gebbia is a US Citizen |
|
7. |
SOLE VOTING POWER |
1,826,681
|
||
NUMBER OF | 8. |
SHARED VOTING POWER |
SHARES | |
|
BENEFICIALLY |
18,150,718
|
|
OWNED BY | 9. |
SOLE DISPOSITIVE POWER |
EACH |
||
REPORTING |
1,826,681
|
|
PERSON WITH | 10. |
SHARED DISPOSITIVE POWER |
18,150,718
|
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
18,150,718
|
||
12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |
(see instructions) ☐ | ||
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
59%*
|
||
14. |
TYPE OF REPORTING PERSON (see instructions) |
|
IN |
CUSIP No. 826176 10 9
|
13D |
Page 5 of 8 |
1. |
NAMES OF REPORTING PERSONS |
|
Richard Gebbia | ||
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) |
|
PF |
||
5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐ | |
6. |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
Richard Gebbia is a US Citizen |
|
7. |
SOLE VOTING POWER |
2,640,081
|
||
NUMBER OF | 8. |
SHARED VOTING POWER |
SHARES | |
|
BENEFICIALLY |
18,150,718
|
|
OWNED BY | 9. |
SOLE DISPOSITIVE POWER |
EACH |
||
REPORTING |
2,640,081
|
|
PERSON WITH | 10. |
SHARED DISPOSITIVE POWER |
18,150,718
|
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
18,150,718
|
||
12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |
(see instructions) ☐ | ||
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
59%*
|
||
14. |
TYPE OF REPORTING PERSON (see instructions) |
|
IN |
CUSIP No. 826176 10 9
|
13D |
Page 6 of 8 |
CUSIP No. 826176 10 9
|
13D |
Page 7 of 8 |
(a)
|
As of the date hereof:
|
i.
|
KCA beneficially owns 3,177,283 shares of Common Stock, representing approximately 10% of the outstanding Common Stock of the Issuer.
|
ii.
|
Gloria E. Gebbia is the Managing Member of KCA and, as such, can vote or direct the vote or dispose or direct the disposition of the shares of Common Stock owned by KCA, and (ii) Gloria E. Gebbia is
the direct beneficial owner of 10,031,236 shares of Common Stock, representing approximately 33% of outstanding Common Stock of the Issuer, and she is the indirect beneficial owner of the shares owned by KCA and she may be deemed to
share indirect beneficial ownership of a total of 4,942,199 additional shares of Issuer Common Stock, owned by family trusts and certain members of Gloria E. Gebbia’s family. Accordingly, Gloria E. Gebbia may be deemed to
beneficially own, directly and indirectly, an aggregate of 18,150,718 shares of Common Stock, representing approximately 59% of the outstanding Common Stock of the Issuer.
|
iii.
|
John M. Gebbia is the direct beneficial owner of 1,826,681 shares of Issuer Common Stock, representing approximately 6% of outstanding Common Stock of the Issuer and he may be deemed to share indirect
beneficial ownership of a total of 24,000 additional shares of Issuer Common Stock, owned by certain family members.
|
iv.
|
Richard Gebbia is the direct beneficial owner of 2,640,081 shares of Issuer Common Stock, representing approximately 9% of outstanding Common Stock of the Issuer and he may be deemed to share
indirect beneficial ownership of a total of 335,000 additional shares of Issuer Common Stock, owned by certain family members.
|
(b)
|
The information contained in rows 7, 8, 9 and 10 on each of the cover pages of this Amendment is incorporated by reference in its entirety into this Item 5(b).
|
(c)
|
Except as otherwise described in this Amendment, the Reporting Persons have not effected any transactions in the Common Stock or other equity security of the Issuer during the last 60 days:
|
CUSIP No. 826176 10 9
|
13D |
Page 8 of 8 |
Dated: June 24, 2020
|
||
Kennedy Cabot Acquisition, LLC |
||
By: |
/s/ Gloria E. Gebbia |
|
Gloria E. Gebbia |
||
Managing Member |
||
/s/ Gloria E. Gebbia |
||
Gloria E. Gebbia |
||
/s/ John M. Gebbia |
||
John M. Gebbia |
||
/s/ Richard Gebbia |
||
Richard Gebbia |
1.
|
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), each of the Parties agrees to the joint
filing on behalf of each of them of statements on Schedule 13D, and any amendments thereto, with respect to the securities of the Company. Each member of the Group shall be responsible for the accuracy and completeness of his/its own
disclosure therein, and is not responsible for the accuracy and completeness of the information concerning the other members, unless such member knows or has good reason to know that such information is inaccurate. The terms and provisions
of this Agreement may not be modified, waived or amended without the written consent of each of the parties hereto.
|
2.
|
Each of the undersigned agrees that it is part of and to form the Group for the purpose of taking joint actions and such actions relating to their voting rights regarding securities of the Company necessary
or advisable to achieve the foregoing. Each of the undersigned also agrees that effective the date hereof, the Original Agreement is terminated and of no further force and effect.
|
3.
|
The relationship of the parties hereto shall be limited to carrying on the business of the Group in accordance with the terms of this Agreement. Such relationship shall be construed and deemed to be for the
sole and limited purpose of carrying on such business as described herein. Nothing herein shall be construed to authorize any party to act as an agent for any other party, or to create a joint venture or partnership, or to constitute an
indemnification. Nothing herein shall restrict any party’s right to purchase or sell securities of the Company, as he/she deems appropriate, in his/her sole discretion, provided that all such sales are made in compliance with all applicable
laws.
|
4.
|
This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently
evidenced by one counterpart.
|
5.
|
Any party hereto may terminate his/its obligations under this Agreement on 24 hours’ written notice to all other parties.
|
6.
|
Each of the undersigned parties hereby agrees that this Agreement shall be filed as an exhibit to a Schedule 13D pursuant to Rule 13d-1(k)(1)(iii) under the Exchange Act.
|
Kennedy Cabot Acquisition, LLC |
||
By: |
/s/ Gloria E. Gebbia |
|
Gloria E. Gebbia |
||
Managing Member |
||
/s/ Gloria E. Gebbia |
||
Gloria E. Gebbia |
||
/s/ John M. Gebbia |
||
John M. Gebbia |
||
/s/ Richard Gebbia |
||
Richard Gebbia |