Sec Form 13D Filing - Derycz Peter filing for RESEARCH SOLUTIONS, INC (RSSS) - 2020-08-14

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

 

Research Solutions, Inc.

(Name of Issuer)

 

Common Stock, par value $0.001 per share

(Title of Class of Securities)

 

761025 105

(CUSIP Number)

 

Peter Derycz

c/o Research Solutions, Inc.

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

August 3, 2020

(Date of Event which Requires Filing of this Statement)

 

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 ¨.

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

(Page 1 of 4)

 

_____________________

*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).

 

 

CUSIP No.  761025 105

Page      2       of     4

 

1	NAME OF REPORTING PERSON SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   Peter Derycz
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*   (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS*   OO
5	CHECK BOX OF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   United States of America

NUMBER OF  SHARES  BENEFICIALLY  OWNED BY EACH  REPORTING  PERSON WITH	7	SOLE VOTING POWER   3,775,251
	8	SHARED VOTING POWER   0
	9	SOLE DISPOSITIVE POWER   3,775,251
	10	SHARED DISPOSITIVE POWER   0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   3,775,251
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   14.4% (1)
14	TYPE OF REPORTING PERSON*   IN

(1)

Based on a total of 26,207,040 shares of our common stock outstanding as of August 3, 2020.

 

 

This Schedule 13D/A (“Schedule 13D/A”) amends the following sections of the Schedule 13D filed with the Securities and Exchange Commission on September 16, 2013, as amended on August 24, 2015 (“Schedule 13D”).

 

Item 3. Source and Amount of Funds or Other Consideration.

 

Item 3 of Schedule 13D is supplemented and amended by the information below.

 

On February 8, 2016, February 25, 2016, May 24, 2016, August 23, 2016, November 21, 2016, February 16, 2017, May 11, 2017 and August 22, 2017 the Company awarded 17,143, 28,755, 9,333, 21,818, 6,666, 11,305, 13,947 and 62,487 shares of Common Stock, respectively, to the Reporting Person under the Company’s 2007 Equity Compensation Plan, as amended (the “2007 Plan”). On November 21, 2017, February 8, 2018, May 10, 2018, August 9, 2018, November 13, 2018, February 7, 2019, May 17, 2019, August 1, 2019, November 12, 2019, February 11, 2020, May 12, 2020 and August 3, 2020 the Company awarded 10,975, 12,185, 11,315, 40,340, 4,677, 3,766, 2,444, 21,700, 4,333, 3,875, 4445 and 37,200 shares of Common Stock, respectively, to the Reporting Person under the Company’s 2017 Omnibus Incentive Plan, as amended (the “2017 Plan”). On March 17, 2016 and December 29, 2017 the Reporting Person gifted 80,000 and 46,000 shares of Common Stock, respectively, to various parties. On June 24, 2016, the Reporting Person purchased 20,000 shares of Common Stock and warrants to purchase 6,000 shares of Common Stock from the Company. On December 20, 2016, June 20, 2017, September 20, 2017, December 20, 2017, March 20, 2018, June 20, 2018, September 20, 2018, December 20, 2018, March 20, 2019, June 20, 2019, September 20, 2019, December 20, 2019, March 20, 2020 and June 19, 2020 the Reporting Person sold 14,700, 24,500, 8,800, 7,000, 7,750, 5,550, 10,700, 5,500, 7,500, 5,450, 10,400, 10,000, 8,750 and 5,700 shares of Common Stock, respectively, to the Company to cover taxes on vested restricted stock.

 

Item 5. Interest in Securities of the Issuer.

 

Item 5 of Schedule 13D is supplemented and amended by the information below.

 

Reference is made to the disclosure set forth under Item 3 of this Schedule 13D/A, which disclosure is incorporated herein by reference.

 

As of August 3, 2020, the Reporting Person beneficially owned 3,775,251 shares of Common Stock (the “Shares”), including 42,667 shares of Common Stock issuable upon the exercise of outstanding options, and 6,000 shares of Common Stock issuable upon the exercise of outstanding warrants, within 60 days of August 3, 2020. Since 26,207,040 shares of Common Stock were outstanding as of August 3, 2020, the Shares constitute approximately 14.4% of the shares of Common Stock issued and outstanding.

 

The Reporting Person has the sole power vote or direct the vote of, and to dispose of or direct the disposition of all shares beneficially owned by the Reporting Person.

 

Transactions by the Reporting Person in Common Stock effected in the past 60 days are described in Item 3 above.

 

 

SIGNATURE

 

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this Schedule 13D is true, complete and correct.

 

Dated: August 14, 2020	/s/ Alan Urban, Attorney-in-Fact
	Peter Derycz