Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(RULE 13d - 102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b)
(Amendment No. 1)*
Trees Corp.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
36930V100
(CUSIP Number)
December 31, 2022
(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)
[x] 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 disclosures provided in a prior cover page.
The information required on 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 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).
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
|
TCM Tactical Opportunities Fund II LP
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a) [ ]
|
|
|
(b) [ ]
|
|
|
3.
|
SEC USE ONLY
|
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
Delaware
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
|
5.
|
SOLE VOTING POWER
|
|
0
|
|
|
6.
|
SHARED VOTING POWER
|
|
10,318,458*
|
|
|
7.
|
SOLE DISPOSITIVE POWER
|
|
0
|
|
|
8.
|
SHARED DISPOSITIVE POWER
|
|
10,318,458*
|
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
10,318,458*
|
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ] |
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
7.9%
|
|
|
12.
|
TYPE OF REPORTING PERSON
|
|
PN
|
|
* Including (a) 4,912,349 shares of Common Stock issuable upon the exercise of certain warrants of the Issuer held by TCM Tactical Opportunities Fund II LP, and (b) 5,406,108 shares of Common Stock
issuable upon the partial conversion of certain Senior Secured Promissory Notes of the Issuer held by TCM Tactical Opportunities Fund II LP, which will become freely convertible on March 15, 2023.
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
|
Context|TCM Series Fund LP - Context|TCM Tactical Opportunities Series
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a) [ ]
|
|
|
(b) [ ]
|
|
|
3.
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SEC USE ONLY
|
|
4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
Delaware
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
|
5.
|
SOLE VOTING POWER
|
|
0
|
|
|
6.
|
SHARED VOTING POWER
|
|
1,632,800*
|
|
|
7.
|
SOLE DISPOSITIVE POWER
|
|
0
|
|
|
8.
|
SHARED DISPOSITIVE POWER
|
|
1,632,800*
|
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
1,632,800*
|
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ] |
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
1.3%
|
|
|
12.
|
TYPE OF REPORTING PERSON
|
|
PN
|
|
* Including 1,632,800 shares of Common Stock issuable upon the exercise of certain warrants of the Issuer held by Context|TCM Series Fund LP - Context|TCM Tactical Opportunities Series.
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
|
Troob Capital Advisors LLC
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a) [ ]
|
|
|
(b) [ ]
|
|
|
3.
|
SEC USE ONLY
|
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
Delaware
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
|
5.
|
SOLE VOTING POWER
|
|
0
|
|
|
6.
|
SHARED VOTING POWER
|
|
10,318,458*
|
|
|
7.
|
SOLE DISPOSITIVE POWER
|
|
0
|
|
|
8.
|
SHARED DISPOSITIVE POWER
|
|
10,318,458*
|
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
10,318,458*
|
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ] |
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
7.9%
|
|
|
12.
|
TYPE OF REPORTING PERSON
|
|
OO
|
|
* Including (a) 4,912,349 shares of Common St
ock issuable upon the exercise of certain warrants of the Issuer held by TCM Tactical Opportunities Fund II LP, and (b) 5,406,108 shares of Common Stock
issuable upon the partial conversion of certain Senior Secured Promissory Notes of the Issuer held by TCM Tactical Opportunities Fund II LP, which will become freely convertible on March 15, 2023.
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
|
Context|TCM Tactical Opportunities LLC
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a) [ ]
|
|
|
(b) [ ]
|
|
|
3.
|
SEC USE ONLY
|
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
Delaware
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
|
5.
|
SOLE VOTING POWER
|
|
0
|
|
|
6.
|
SHARED VOTING POWER
|
|
1,632,800*
|
|
|
7.
|
SOLE DISPOSITIVE POWER
|
|
0
|
|
|
8.
|
SHARED DISPOSITIVE POWER
|
|
1,632,800*
|
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
1,632,800*
|
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ] |
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
1.3%
|
|
|
12.
|
TYPE OF REPORTING PERSON
|
|
OO
|
|
* Including 1,632,800 shares of Common Stock issuable upon the exercise of certain warrants of the Issuer held by Context|TCM Series Fund LP - Context|TCM Tactical Opportunities Series.
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
|
Douglas M. Troob
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a) [ ]
|
|
|
(b) [ ]
|
|
|
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
|
|
0
|
|
|
6.
|
SHARED VOTING POWER
|
|
11,951,258*
|
|
|
7.
|
SOLE DISPOSITIVE POWER
|
|
0
|
|
|
8.
|
SHARED DISPOSITIVE POWER
|
|
11,951,258*
|
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
11,951,258*
|
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ] |
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
9.1%
|
|
|
12.
|
TYPE OF REPORTING PERSON
|
|
IN
|
|
* Including (a) 6,545,149 shares of Common Stock issuable upon the exercise of certain warrants of the Issuer held by TCM Tactical Opportunities Fund II LP and Context|TCM Series Fund LP -
Context|TCM Tactical Opportunities Series, and (b) 5,406,108 shares of Common Stock issuable upon the partial conversion of certain Senior Secured Promissory Notes of the Issuer held by TCM Tactical Opportunities Fund II LP, which will become freely
convertible on March 15, 2023.
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
|
Peter J. Troob
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a) [ ]
|
|
|
(b) [ ]
|
|
|
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
|
|
0
|
|
|
6.
|
SHARED VOTING POWER
|
|
11,951,258*
|
|
|
7.
|
SOLE DISPOSITIVE POWER
|
|
0
|
|
|
8.
|
SHARED DISPOSITIVE POWER
|
|
11,951,258*
|
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
11,951,258*
|
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ] |
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
9.1%
|
|
|
12.
|
TYPE OF REPORTING PERSON
|
|
IN
|
|
* Including (a) 6,545,149 shares of Common Stock issuable upon the exercise of certain warrants of the Issuer held by TCM Tactical Opportunities Fund II LP and Context|TCM Series Fund LP -
Context|TCM Tactical Opportunities Series, and (b) 5,406,108 shares of Common Stock issuable upon the partial conversion of certain Senior Secured Promissory Notes of the Issuer held by TCM Tactical Opportunities Fund II LP, which will become freely
convertible on March 15, 2023.
| Item 1(a). |
Name of Issuer:
|
Trees Corp. (the “Issuer”).
| Item 1(b). |
Address of Issuer’s Principal Executive Offices:
|
1901 S Navajo Street, Denver, CO 80223.
| Item 2(a). |
Name of Persons Filing:
|
The names of the persons filing this statement on Schedule 13G (collectively, the “Reporting Persons”) are:
|
•
|
TCM Tactical Opportunities Fund II LP (“Tactical Opportunities Fund”);
|
|
•
|
Troob Capital Advisors LLC (“Capital Advisors”);
|
|
•
|
Context|TCM Series Fund LP - Context|TCM Tactical Opportunities Series (“Context|TCM Series”);
|
|
•
|
Context|TCM Tactical Opportunities LLC (“Context|TCM LLC”);
|
|
•
|
Douglas M. Troob; and
|
|
•
|
Peter J. Troob.
|
| Item 2(b). |
Address of Principal Business Office or, if None, Residence:
|
The principal business address for each of the Reporting Persons is 777 Westchester Avenue, Suite 203, White Plains, New York 10604.
| Item 2(c). |
Citizenship:
|
Tactical Opportunities Fund is a Delaware limited partnership. Context|TCM Series is a series of a Delaware series limited partnership. Each of Capital Advisors and Context|TCM LLC
are Delaware limited liability companies. Each of Douglas M. Troob and Peter J. Troob are citizens of the United States.
| Item 2(d). |
Title of Class of Securities:
|
Common Stock, par value $0.001 per share (the “Common Stock”)
| Item 2(e). |
CUSIP Number:
|
36930V100
| Item 3. |
If This Statement is Filed Pursuant to Rule 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)(6) of the Exchange Act.
|
|
|
(c)
|
[ ]
|
Insurance company defined in Section 3(a)(19) of the Exchange Act.
|
|
|
(d)
|
[ ]
|
Investment company registered under Section 8 of the Investment Company Act.
|
|
|
(e)
|
[x]
|
Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
|
|
|
(f)
|
[ ]
|
Employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
|
|
|
(g)
|
[ ]
|
Parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
|
|
|
(h)
|
[ ]
|
Savings association 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;
|
|
|
(j)
|
[ ]
|
Non
-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J).
|
|
|
(k)
|
[ ]
|
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____
|
Item 4. Ownership.
| (a) |
Amount beneficially owned:
|
As of February 13, 2023, Tactical Opportunities Fund beneficially owned 10,318,458 shares of Common Stock, which includes (a) 4,912,349 shares of Common Stock issuable upon the
exercise of certain warrants of the Issuer (the “Warrants”) held by it, and (b) 5,406,108 shares of Common Stock issuable upon the partial conversion of certain Senior Secured Promissory Notes of the Issuer (the “Notes”), held by it, which will become
freely convertible on March 15, 2023.
Capital Advisors, as the investment manager of Tactical Opportunities Fund, may be deemed to beneficially own the shares of Common Stock beneficially owned by Tactical
Opportunities Fund.
As of February 13, 2023, Context|TCM Series beneficially owned 1,632,800 shares of Common Stock, which includes 1,632,800 shares of Common Stock issuable upon the exercise of
Warrants held by it.
Context|TCM LLC, as the investment manager of Context|TCM Series, may be deemed to beneficially own the shares of Common Stock beneficially owned by Context|TCM Series.
Each of Douglas M. Troob and Peter J. Troob, as the Managing Members of Capital Advisors and Context|TCM LLC, may be deemed to beneficially own the 11,951,258 shares of Common Stock beneficially owned
by each of Capital Advisors and Context|TCM LLC.
| (b) |
Percent of Class:
|
The following percentage is based on 130,615,352 shares of Common Stock outstanding, which is the sum of (i) 96,192,184 shares of Common Stock outstanding as of November 7, 2022,
as disclosed in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 14, 2022, (ii) 17,977,528 shares of Common Stock that were issued by the Issuer on December 12, 2022, as disclosed in the Issuer’s
Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 13, 2022, (iii) 4,494,382 shares of Common Stock that were issued by the Issuer on December 19, 2022, as disclosed in the Issuer’s Current Report on Form 8-K,
filed with the Securities and Exchange Commission on December 20, 2022, (iv) 6,545,149 shares of Common Stock issuable upon the exercise of the Warrants, and (v) 5,406,108 shares of Common Stock issuable upon the partial conversion of the Notes.
As of February 13, 2023, the Reporting Persons may be deemed to beneficially own approximately 9.1% of the outstanding shares of Common Stock.
| (c) |
Number of shares as to which such person has:
|
| (i) |
Sole power to vote or to direct the vote of shares of Common Stock:
|
See Cover Pages Items 5-9.
| (ii) |
Shared power to vote or to direct the vote of shares of Common Stock:
|
See Cover Pages Items 5-9.
| (iii) |
Sole power to dispose or to direct the disposition of shares of Common Stock:
|
See Cover Pages Items 5-9.
| (iv) |
Shared power to dispose or to direct the disposition of shares of Common Stock:
|
See Cover Pages Items 5-9.
| 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.
| 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.
|
See Exhibit A to the Reporting Person’s 13G filed with the Securities and Exchange Commission on September 23, 2022.
| Item 9. |
Notice of Dissolution of Group.
|
Not applicable.
| Item 10. |
Certification.
|
By signing below the undersigned certifies that, to the best of its or his 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 are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true,
complete, and correct.
Dated: February 13, 2023
|
TCM TACTICAL OPPORTUNITIES FUND II LP*
|
|||
|
By: Troob Capital Management LLC, its General Partner
|
|||
|
By:
|
/s/ Douglas M. Troob
|
||
|
Douglas M. Troob,
|
|||
|
Managing Member
|
|||
|
CONTEXT|TCM SERIES FUND LP - CONTEXT|TCM TACTICAL OPPORTUN
ITIES SERIES*
|
||||
|
By: Context|TCM Tactical Opportunities GP, LLC, its General Partner
By: TCM Private Capital Advisors LLC, its Managing Member
|
||||
|
By:
|
/s/ Douglas M. Troob
|
|||
|
Douglas M. Troob,
|
||||
|
Manager
|
||||
|
TROOB CAPITAL ADVISORS LLC*
|
||
|
By:
|
/s/ Douglas M. Troob
|
|
|
Douglas M. Troob,
|
||
|
Managing Member
|
||
|
CONTEXT|TCM TACTICAL OPPORTUNITIES LLC*
|
|||
|
By:
|
/s/ Douglas M. Troob
|
||
|
Douglas M. Troob,
|
|||
|
Manager
|
|||
|
/s/ Douglas M. Troob
|
|
|
DOUGLAS M. TROOB*
|
|
/s/ Peter J. Troob
|
|
|
PETER J. TROOB*
|
*The Reporting Persons disclaim beneficial ownership in the shares of Common Stock reported herein except to the extent of their pecuniary interest therein.
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized
representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this
purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7 for other parties for whom copies are to be sent.
Attention. Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).