Sec Form 13D Filing - KUBOTA TOM filing for PACIFIC HEALTH CARE ORGANIZATI (PFHO) - 2020-01-30

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☐

* 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. 69439P407

⁽¹⁾  Includes 7,967,000 shares of the Issuer’s Common Stock and 16,000 shares of the Issuer’s Series A Preferred Stock owned by the Reporting Person.  The Series A Preferred Stock is convertible to Common Stock of the Issuer on a one-share for one-share basis, based on the number of shares of Series A Preferred Stock converted and not the number of votes represented by such converted shares of Series A Preferred Stock. The Series A Preferred Stock is convertible only by the holder thereof and is convertible at any time.  Each outstanding share of Series A Preferred Stock is entitled to vote as 20,000 shares of Common Stock. 

⁽²⁾  These shares are held through the Tom Kubota Revocable Trust of 2013 (the “Trust”). The Reporting Person is the sole Trustee of the Trust and may be deemed to have voting and dispositive power over the shares held by the Trust.

⁽³⁾  Share amounts adjusted to reflect the four-shares-for-one-share forward split of the Common Stock and Series A Preferred Stock of the Issuer that became effective January 6, 2020.

EXPLANATORY NOTE

This Amendment No. 17 (“Amendment No. 17”), dated January 29, 2020, amends and supplements the original Schedule 13D filed by the Reporting Person with the Securities and Exchange Commission (the “Commission”) on June 27, 2008, relating to shares of Common Stock, $0.001 par value per share (“Common Stock”) of Pacific Health Care Organization, Inc. (the “Issuer”), as amended and supplemented by Schedule 13D/A-1 filed on August 28, 2008, Schedule 13D/A-2 filed on May 14, 2010, Schedule 13D/A-3 filed on May 14, 2010, Schedule 13D/A-4 filed on April 20, 2012, Schedule 13D/A-5 filed on May 21, 2013, Schedule 13D/A-6 filed March 12, 2014, Schedule 13D/A-7 filed April 30, 2014, Schedule 13D/A-8 filed on June 10, 2014, Schedule 13D/A-9 filed on June 17, 2014, Schedule 13D/A-10 filed on March 31, 2015, Schedule 13D/A-11 filed on November 16, 2015, Schedule 13D/A-12 filed on November 18, 2015, and Schedule 13D/A-13 filed on December 1, 2016, Schedule 13d/A-14 filed on January 10, 2018, Schedule 13d/A-15 filed on May 1, 2018, and Schedule 13d/A-16 filed on May 16, 2018 (collectively referred to herein as the “Schedule 13D”).  Only those items hereby reported in this Amendment No. 17 are amended and all other items remain unchanged.  Terms used herein but not otherwise defined shall have the meanings set forth in the Schedule 13D. 

Item 3.  Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is hereby amended and supplemented as follows:

The Reporting Person used $1,245.00 of personal funds to purchase 1,000 shares of the Issuer in the open market.

Item 4.  Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended and restated as follows:

The acquisition described herein was not for the purpose of changing control of the Issuer.  Prior to and following the acquisition described herein, the Reporting Person was and continues to be the Chief Executive Officer and President and Chairman of the board of directors (the “Board”) of the Issuer.  Prior to the acquisition, the Reporting Person was the single largest holder of Common Stock of the Issuer, owning approximately 61.4% of the outstanding Common Stock of the Issuer.  The Reporting Person made the acquisition outlined in Item 3 above because the shares were available for sale and he chose to acquire them. The Reporting Person anticipates he may make additional acquisitions from time-to-time. The Reporting Person did not make the acquisition described herein with intent to or for the purpose of effecting any of the transactions described in subparagraphs (b) through (j) of Item 4 of Schedule 13D.  It is anticipated that future acquisitions by the Reporting Person from time-to-time would also not be for the purpose of effecting any of the transactions described in (b) through (j) of Item 4 of Schedule 13D. The Reporting Person may, at any time, review or reconsider his position with respect to the Issuer and formulate plans or proposals with respect to any of the matters described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

Item 5.  Interest in Securities of the Issuer

Item 5 of Schedule 13D is hereby amended and restated as follows:

(a)           Through the Trust the Reporting Person beneficially owns 7,867,000 shares of Common Stock and 16,000 shares of Series A Preferred Stock of the Issuer.  Assuming conversion of the 16,000 shares of Series A Preferred Stock by the Reporting Person into 16,000 shares of Common Stock as of January 29, 2020, the Reporting Person would beneficially own approximately 61.5% of the Issuer’s Common Stock, as disclosed in the Quarterly Report on Form 10-Q of the Issuer filed November 14, 2019, after giving effect to the four-shares-for-one-share forward stock split that took effect on January 6, 2020.

(b)          As sole Trustee of the Trust, the Reporting Person has the sole power to vote or direct the vote of all shares held by the Trust.

(c)          Other than as disclosed herein and in Form 4s filed by the Reporting Person on January 3, 2020, January 2, 2020 and December 3, 2020, the Reporting Person has not engaged in any transactions in the Common Stock of the Issuer in the past 60 days.

(d)          No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares held by the Reporting Person.

(e)     Not Applicable.

SIGNATURES

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.