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
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(AMENDMENT NO. )*
Harbor Custom Development, Inc.
(Name of Issuer)
Series A Convertible Preferred Stock, Warrants
(Title of Class of Securities)
41150T07
(CUSIP Number)
December 31, 2021
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ x ] Rule 13d-1(b)
[ ] 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 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 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. 41150T07
---------
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(1) NAMES OF REPORTING PERSONS
Cutler Capital Management, LLC
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION Canada
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NUMBER OF (5) SOLE VOTING POWER
SHARES ---------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER 0
OWNED BY ---------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER 2,637,991 (429,804 shares
Series A Convertible Preferred connverted into 2,387,991 shares of
common stock and 250,000 warrants)
REPORTING ---------------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER 0
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None
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(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
[ ]
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(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 12%
2,637,991 with share count at 21,925,738 (1,260,555 shares of Series A
Convertible Preferred converted into 7,003,644 shares of common stock and
14,922,094 shares outstanding as of 9/30/21)
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(12) TYPE OF REPORTING PERSON
IA
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Item 1.
(a) Name of Issuer:
Harbor Custom Development, Inc.
(b) Address of Issuer's Principal Executive Offices:
11505 Burnham Dr. Suite 301 Gig Harbor, WA 98332
Item 2.
(a) Name of Person Filing:
Cutler Capital Management, LLC
(b) Address of Principal Business Office or, if None, Residence:
306 Main Street Worcester MA 01608
(c) Citizenship: United States
(d) Title of Class of Securities: Series A Convertible Preferred Stock
(e) CUSIP Number: 41150T07
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 as defined in Section 3(a)(19) of the
Exchange Act.
(d) [ ] Investment company registered under Section 8 of the
Investment Company Act.
(e) [ x ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act;
(i) [ ] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the
Investment Company Act;
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Item 4. Ownership.
(a) Amount beneficially owned: 2,637,991
(b) Percent of class: 12%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of:
2,637,991
(iv) Shared power to dispose or to direct the disposition of:
0
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 person has 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.
Clients of Cutler Capital Management, LLC retain the right to vote
their shares. No client beneficially owns more than 5% of the issuer's
common stock.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company or
Control Person.
Not applicable
Item 8. Identification and Classification of Members of the Group.
Not applicable
Item 9. Notice of Dissolution of Group.
Not applicable
Item 10. Certification.
By signing below I certify that, to the best of my 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.
Signature
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.
Filer
Cutler Capital Management, LLC
By:
/s/ Geoffrey Dancey
Name:
Geoffrey Dancey
Title:
President
Date:
February 14, 2022