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
(Amendment
No. )
Under
the Securities Exchange Act of 1934
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Support.com,
Inc.
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(Name
of Issuer)
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Common
Stock, par value $0.0001
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(Title
of Class of Securities)
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86858W200
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(CUSIP
Number)
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December
31, 2019
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(Date
of Event Which Requires Filing of this Statement)
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Check
the appropriate box to designate the rule pursuant to which this
Schedule is filed
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☐
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Rule
13d-1(b)
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☐
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Rule
13d-1(c)
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☒
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Rule
13d-1(d)
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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).
1
CUSIP
No. 86858W200
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1.
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Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
Richard Bloom
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2.
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Check
the Appropriate Box if a Member of a Group (See
Instructions)
(a)
☐
(b)
☐
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3.
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SEC Use
Only
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4.
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Citizenship
of Place of Organization
U.S.
Citizen
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Number
of Shares
Beneficially
Owned
by Each
Reporting
Person
With
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5.
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Sole
Voting Power
1,093,862
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6.
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Shared
Voting Power
210,790
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7.
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Sole
Dispositive Power
1,093,862
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8.
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Shared
Dispositive Power
210,790
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9.
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Aggregate
Amount Beneficially Owned by each Reporting Person
1,304,652
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
☐
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11.
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Percent
of Class Represented by Amount in Row 9
6.9%
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12.
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Type of
Reporting Person (See Instructions)
IN
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CUSIP
No. 86858W200
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1.
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Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
Bloom Family Investments Limited Partnership
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2.
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Check
the Appropriate Box if a Member of a Group (See
Instructions)
(a)
☐
(b)
☐
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3.
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SEC Use
Only
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4.
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Citizenship
of Place of Organization
Nevada
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Number
of Shares
Beneficially
Owned
by Each
Reporting Person
With
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5.
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Sole
Voting Power
0
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6.
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Shared
Voting Power
208,290
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7.
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Sole
Dispositive Power
0
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8.
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Shared
Dispositive Power
208,290
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9.
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Aggregate
Amount Beneficially Owned by each Reporting Person
208,290
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
☐
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11.
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Percent
of Class Represented by Amount in Row 9
1.1%
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12.
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Type of
Reporting Person (See Instructions)
PN
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2
CUSIP
No. 86858W200
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1.
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Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
2004 Bloom Family Irrevocable Trust
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2.
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Check
the Appropriate Box if a Member of a Group (See
Instructions)
(a)
☐
(b)
☐
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3.
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SEC Use
Only
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4.
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Citizenship
of Place of Organization
New
York
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Number
of Shares
Beneficially
Owned
by Each
Reporting Person
With
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5.
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Sole
Voting Power
0
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6.
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Shared
Voting Power
221,710
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7.
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Sole
Dispositive Power
0
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8.
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Shared
Dispositive Power
221,710
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9.
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Aggregate
Amount Beneficially Owned by each Reporting Person
221,710
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain
Shares ☐
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11.
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Percent
of Class Represented by Amount in Row 9
1.2%
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12.
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Type of
Reporting Person (See Instructions)
OO
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CUSIP
No. 86858W200
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1.
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Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
Bloom Family Management LLC
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2.
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Check
the Appropriate Box if a Member of a Group (See
Instructions)
(a)
☐
(b)
☐
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3.
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SEC Use
Only
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4.
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Citizenship
of Place of Organization
Nevada
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Number
of Shares
Beneficially
Owned
by Each
Reporting Person
With
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5.
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Sole
Voting Power
0
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6.
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Shared
Voting Power
210,790
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7.
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Sole
Dispositive Power
0
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8.
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Shared
Dispositive Power
210,790
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9.
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Aggregate
Amount Beneficially Owned by each Reporting Person
210,790
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain
Shares ☐
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11.
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Percent
of Class Represented by Amount in Row 9
1.1%
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12.
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Type of
Reporting Person (See Instructions)
OO
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3
CUSIP
No. 86858W200
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1.
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Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
Bloom Family 2004 GP Trust
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2.
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Check
the Appropriate Box if a Member of a Group (See
Instructions)
(a)
☐
(b)
☐
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3.
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SEC Use
Only
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4.
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Citizenship
of Place of Organization
New
York
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Number
of Shares
Beneficially
Owned
by Each
Reporting Person
With
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5.
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Sole
Voting Power
0
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6.
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Shared
Voting Power
210,790
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7.
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Sole
Dispositive Power
0
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8.
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Shared
Dispositive Power
210,790
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9.
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Aggregate
Amount Beneficially Owned by each Reporting Person
210,790
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain
Shares ☐
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11.
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Percent
of Class Represented by Amount in Row 9
1.1%
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12.
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Type of
Reporting Person (See Instructions)
OO
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4
ITEM 1:
(a) Name of Issuer: Support.com, Inc.
(b) Address
of Issuer’s Principal Executive Offices:
1521
Concord Pike (US 202), Suite 301
Wilmington,
DE 19803
ITEM 2:
(a) Name of Person Filing:
Richard
Bloom
Bloom
Family Investments Limited Partnership
(“BFILP”)
Bloom
Family Management LLC (“BFM”)
2004
Bloom Family Irrevocable Trust (“BFIT”)
Bloom
Family 2004 GP Trust (“BFGP” and collectively with Mr.
Bloom, BFILP, BFM BFIT, the “Reporting
Persons”)
The filing of this statement shall not be construed as an admission
that any of the Reporting Persons is the beneficial owner of any
securities covered by the statement, except to the extent of such
Reporting Person’s pecuniary interest therein.
(b) Address of Principal Business Office or, if None,
Residence:
The
addresses of each of the Reporting Persons for purposes of this
Schedule 13G:
Richard
Bloom
c/o
Support.com, Inc.
1521
Concord Pike (US 202), Suite 301
Wilmington,
DE 19803
(c) Citizenship:
Richard
Bloom is a U.S. citizen.
BFILP
is a limited partnership formed under the laws of
Nevada.
BFM is
a limited liability company formed under the laws of
Nevada.
BFIT is
a trust formed under the laws of New York.
BFGP is
a trust formed under the laws of New York.
(d) Title of Class of Securities:
Support.com,
Inc. Common Stock, par value $0.0001 per share.
(e)
CUSIP Number:
86858W200
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ITEM 3: IF THIS STATEMENT IS FILED PURSUANT TO
§§240.13D-1(B) OR 240.13D-2(B) OR (C), CHECK WHETHER THE
PERSON FILING IS A:
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(a)
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Broker
or dealer registered under section 15 of the Act (15 U.S.C.
78o);
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(b)
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Bank
as defined in section 3(a)(6) of the Act (15 U.S.C.
78c);
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(c)
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Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c);
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(d)
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Investment
company registered under section 8 of the Investment Company Act of
1940 (15 U.S.C 80a-8);
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(e)
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An
investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E);
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(f)
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An
employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F);
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(g)
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A
parent holding company or control person in accordance with §
240.13d-1(b)(1)(ii)(G);
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(h)
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A
savings associations as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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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);
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(j)
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A
non-U.S. institution, in accordance with
§240.13d-1(b)(1)(ii)(J);
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(k)
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Group,
in accordance with §240.13d-1(b)(1)(ii)(K).
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If
filing as a non-U.S. institution in accordance with
§240.13d-1(b)(1)(ii)(J), please specify the type of
institution: ___________________________.
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ITEM 4: OWNERSHIP.
(a) Amount beneficially owned:
Richard
Bloom: 1,304,652 shares (includes shares which Mr. Bloom acquired
or has a right to acquire within 60 days of December 31, 2019,
pursuant to an equity compensation award granted to Mr. Bloom by
the Issuer).
Bloom
Family Investments Limited Partnership: 208,290 shares
2004
Bloom Family Irrevocable Trust: 221,710 shares
Bloom
Family Management LLC: 210,790 shares
Bloom
Family 2004 GP Trust: 210,790 shares
(b) Percent of class:
Richard
Bloom: 6.9%
Bloom
Family Investments Limited Partnership: 1.1%
2004
Bloom Family Irrevocable Trust: 1.2%
Bloom
Family Management LLC: 1.1%
Bloom
Family 2004 GP Trust: 1.1%
The
Reporting Persons note that the calculation of beneficial ownership
for purposes of this Schedule 13G is different than the calculation
of ownership under the terms of the Issuer’s Section 382 Tax
Benefits Preservation Plan dated as of August 21, 2019 (the
“382 Plan”). For purposes of the 382 Plan, the
Reporting Persons collectively own less than 4.99% as a result of
the exclusion of shares owned by Mr. Bloom which he acquired or has
a right to acquire pursuant to an equity compensation award granted
to Mr. Bloom by the Issuer.
The
percent of class is based on a total number of shares outstanding
of 19,053,854 shares.
6
(c) Number of shares as to which the person
has:
(i)
Sole power to vote
or to direct the vote:
Richard
Bloom: 1,093,862 shares
Bloom
Family Investments Limited Partnership: 0 shares
2004
Bloom Family Irrevocable Trust: 0 shares
Bloom
Family Management LLC: 0 shares
Bloom
Family 2004 GP Trust: 0 shares
(ii)
Shared power to
vote or to direct the vote:
Richard
Bloom: 210,790 shares
Bloom
Family Investments Limited Partnership: 208,290 shares
2004
Bloom Family Irrevocable Trust: 221,710 shares
Bloom
Family Management LLC: 210,790 shares
Bloom
Family 2004 GP Trust: 210,790 shares
(iii)
Sole power to
dispose or to direct the disposition of:
Richard
Bloom: 1,093,862 shares
Bloom
Family Investments Limited Partnership: 0 shares
2004
Bloom Family Irrevocable Trust: 0 shares
Bloom
Family Management LLC: 0 shares
Bloom
Family 2004 GP Trust: 0 shares
(iv)
Shared power to
dispose or to direct the disposition of:
Richard
Bloom: 208,290 shares
Bloom
Family Investments Limited Partnership: 208,290 shares
2004
Bloom Family Irrevocable Trust: 221,710 shares
Bloom
Family Management LLC: 210,790 shares
Bloom
Family 2004 GP Trust: 210,790 shares
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 had ceased to be the beneficial owner
of more than 5 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.
Not
applicable.
ITEM 9: NOTICE OF DISSOLUTION OF
GROUP.
Not
applicable.
ITEM 10: CERTIFICATIONS.
Not
applicable.
7
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.
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Dated:
February 14, 2020
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RICHARD
BLOOM
By:
/s/ Richard
Bloom
Richard
Bloom
BLOOM
FAMILY INVESTMENTS LIMITED PARTNERSHIP
By:
/s/ Richard
Bloom
Name:
Richard Bloom
Title:
Manager of Bloom Family Management, LLC
The
General Partner of Bloom Family Investments Limited
Partnership
2004
BLOOM FAMILY IRREVOCABLE TRUST
<
/font>
By:
/s/ Kevin
Neustadt
Name:
Kevin Neustadt
Title:
Trustee
BLOOM
FAMILY MANAGEMENT LLC
By:
/s/ Richard
Bloom
Name:
Richard Bloom
Title:
Manager
BLOOM
FAMILY 2004 GP TRUST
By:
/s/ Evan
Gettenberg
Name:
Evan Gettenberg
Title:
Trustee
8
Exhibit
A
Joint
Filing Agreement
The
undersigned hereby agree that the Schedule 13G with respect to the
Common Stock, par value $0.0001 per share, of Support.com, Inc.,
dated as of February 13, 2020, is, and any amendments thereto
(including amendments on Schedule 13D) signed by each of the
undersigned shall be, filed on behalf of each of us pursuant to and
in accordance with the provisions of Rule 13d-1(k) under the
Securities Exchange Act of 1934, as amended.
Date:
February 13, 2020
RICHARD
BLOOM
By:
/s/ Richard
Bloom
Richard
Bloom
BLOOM
FAMILY INVESTMENTS LIMITED PARTNERSHIP
By:
/s/ Richard
Bloom
Name:
Richard Bloom
Title:
Manager of Bloom Family Management, LLC
The
General Partner of Bloom Family Investments Limited
Partnership
2004
BLOOM FAMILY IRREVOCABLE TRUST
By:
/s/ Kevin
Neustadt
Name:
Kevin Neustadt
Title:
Trustee
BLOOM
FAMILY MANAGEMENT LLC
By:
/s/ Richard
Bloom
Name:
Richard Bloom
Title:
Manager
BLOOM
FAMILY 2004 GP TRUST
By:
/s/ Evan
Gettenberg
Name:
Evan Gettenberg
Title:
Trustee
9