Sec Form 13G Filing - DOUGLAS KEVIN filing for RESEARCH FRONTIERS INC (REFR) - 2021-01-25

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.

  Names of Reporting Persons

  I.R.S. Identification Nos. of above persons (entities only)

  Kevin Douglas

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☒

  SEC Use Only

  Citizenship or Place of Organization

  United States

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

  Sole Voting Power

  -0-

  Shared Voting Power

  1,459,967(1)

  Sole Dispositive Power

  -0-

  Shared Dispositive Power

  1,824,966 (1)(2)

  Aggregate Amount Beneficially Owned by Each Reporting Person

  1,824,966 (1)(2)

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares  ☐

  Percent of Class Represented by Amount in Row (9)

  5.7% (1)(2)(3)

  Type of Reporting Person

  IN

Kevin Douglas and his wife, Michelle Douglas, hold 465,969 shares and warrants to purchase up to 81,522 shares exercisable within 60 days, jointly as the beneficiaries and co-trustees of the K&M Douglas Trust. In addition, Kevin Douglas and Michelle Douglas are co-trustees of the James Douglas and Jean Douglas Irrevocable Descendants’ Trust which holds 776,607 shares and warrants to purchase up to 135,869 shares exercisable within 60 days.

Kevin Douglas also has dispositive power with respect to 310,651 shares and warrants to purchase up to 54,348 shares exercisable within 60 days, held by the Douglas Family Trust.

Based on 31,575,786 shares of the Issuer’s common stock outstanding as of November 5, 2020, as reported on the Issuer’s 10-Q for the quarter ended September 30, 2020, filed with the Securities and Exchange Commission (the “SEC”) on November 5, 2020.

  Names of Reporting Persons

  I.R.S. Identification Nos. of above persons (entities only)

  Michelle Douglas

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☒

  SEC Use Only

  Citizenship or Place of Organization

  United States

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

  Sole Voting Power

  -0-

  Shared Voting Power

  1,459,967 (1)

  Sole Dispositive Power

  -0-

  Shared Dispositive Power

  1,459,967 (1)

  Aggregate Amount Beneficially Owned by Each Reporting Person

  1,459,967 (1)

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares  ☐

  Percent of Class Represented by Amount in Row (9)

  4.6 % (1)(2)

  Type of Reporting Person

  IN

Kevin Douglas and his wife, Michelle Douglas, hold 465,969 shares and warrants to purchase up to 81,522 shares exercisable within 60 days, jointly as the beneficiaries and co-trustees of the K&M Douglas Trust. In addition, Kevin Douglas and Michelle Douglas are co-trustees of the James Douglas and Jean Douglas Irrevocable Descendants’ Trust which holds 776,607 shares and warrants to purchase up to 135,869 shares exercisable within 60 days.

Based on 31,575,786 shares of the Issuer’s common stock outstanding as of November 5, 2020, as reported on the Issuer’s 10-Q for the quarter ended September 30, 2020, filed with the SEC on November 5, 2020.

  Names of Reporting Persons

  I.R.S. Identification Nos. of above persons (entities only)

  K&M Douglas Trust (1)

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☒

  SEC Use Only

  Citizenship or Place of Organization

  California

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

  Sole Voting Power

   -0-

  Shared Voting Power

  547,491 (2)

  Sole Dispositive Power

  -0-

  Shared Dispositive Power

  547,491 (2)

  Aggregate Amount Beneficially Owned by Each Reporting Person

  547,491 (2)

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares  ☐

  Percent of Class Represented by Amount in Row (9)

  1.7% (2)(3)

  Type of Reporting Person

  OO

Kevin and Michelle Douglas, husband and wife, are beneficiaries and co-trustees.

Includes 465,969 shares and warrants to purchase up to 81,522 shares exercisable within 60 days.

Based on 31,575,786 shares of the Issuer’s common stock outstanding as of November 5, 2020, as reported on the Issuer’s 10-Q for the quarter ended September 30, 2020, filed with the S EC on November 5, 2020.

  Names of Reporting Persons

  I.R.S. Identification Nos. of above persons (entities only)

  Douglas Family Trust (1)

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☒

  SEC Use Only

  Citizenship or Place of Organization

  California

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

  Sole Voting Power

  364,999 (2)

  Shared Voting Power

  -0-

  Sole Dispositive Power

  -0-

  Shared Dispositive Power

  364,999 (2) (3)

  Aggregate Amount Beneficially Owned by Each Reporting Person

  364,999 (2)

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares  ☐

  Percent of Class Represented by Amount in Row (9)

  1.2% (4)

  Type of Reporting Person

  OO

James E. Douglas Jr. and Jean A Douglas, husband and wife, are co-trustees.

Includes 310,651 shares and warrants to purchase up to 54,348 shares exercisable within 60 days.

Kevin Douglas also has dispositive power with respect to the securities held by the Douglas Family Trust.

Based on 31,575,786 shares of the Issuer’s common stock outstanding as of November 5, 2020, as reported on the Issuer’s 10-Q for the quarter ended September 30, 2020, filed with the SEC on November 5, 2020.

  Names of Reporting Persons

  I.R.S. Identification Nos. of above persons (entities only)

  James Douglas and Jean Douglas Irrevocable Descendants’ Trust (1)

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☒

  SEC Use Only

  Citizenship or Place of Organization

  California

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

  Sole Voting Power

  912,476 (2)

  Shared Voting Power

  -0-

  Sole Dispositive Power

  912,476 (2)

  Shared Dispositive Power

  -0-

  Aggregate Amount Beneficially Owned by Each Reporting Person

  912,476 (2)

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares  ☐

  Percent of Class Represented by Amount in Row (9)

  2.9% (3)

  Type of Reporting Person

  OO

Kevin Douglas and Michelle Douglas, husband and wife, are co-trustees.

Includes 776,607 shares, currently exercisable warrants to purchase up to 135,869 shares exercisable within 60 days.

Based on 31,575,786 shares of the Issuer’s common stock outstanding as of November 5, 2020, as reported on the Issuer’s 10-Q for the quarter ended September 30, 2020, filed with the SEC on November 5, 2020.

Name of Issuer: Research Frontiers Incorporated

Address of Issuer’s Principal Executive Offices:

NAME OF PERSONS FILING:

ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

CITIZENSHIP:

TITLE OF CLASS OF SECURITIES:

CUSIP NUMBER:

NAME OF PERSONS FILING:

ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

CITIZENSHIP:

TITLE OF CLASS OF SECURITIES:

CUSIP NUMBER:

If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:

☐   Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

☐   Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

☐   Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

☐   Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8)

☐   An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

☐   An employee benefit plan or endowment fund in accordance with §240.13d- 1(b)(1)(ii)(F);

☐   A parent holding company or control person in accordance with §240.13d- 1(b)(1)(ii)(G);

☐   A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

☐   A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

☐   Group, in accordance with §240.13d-1(b)(1)(ii)(J)

Ownership

Ownership of Five Percent or Less of a Class

Ownership of More Than Five Percent on Behalf of Another Person

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company

Identification and Classification of Members of the Group

Notice of Dissolution of Group

Certification

* Kevin Douglas

* Michelle Douglas

* Kevin Douglas

* Michelle Douglas

* James E. Douglas, Jr.

* Jean A. Douglas

JAMES DOUGLAS AND JEAN DOUGLAS

IRREVOCABLE DESCENDANTS’ TRUST

* Kevin Douglas

* Michelle Douglas

    /s/ Eileen Wheatman