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>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1) *
AMBASE CORPORATION
(Name of Issuer)
Common Stock, $0.01 Par Value
(Title of Class of Securities)
0231647106
(CUSIP Number)
BARC Investments, LLC
c/o Barry M. Strauss Assoc. LTD
Attn: Michael Canter
307 Fifth Avenue, 8th Floor
New York, NY, 10016
212-779-4700
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
February 28, 2024
(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(b)(3) or (4), check the
following box ☐.
Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent.
* 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. 0231647106
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1
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NAMES OF REPORTING PERSONS
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BARC Investments, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Connecticut
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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60,200,460 (1)
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8
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SHARED VOTING POWER
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| -- |
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9
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SOLE DISPOSITIVE POWER
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60,200,460 (1)
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10
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SHARED DISPOSITIVE POWER
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--
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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60,200,460 (1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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70.9% (1)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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| (1) |
Based on 40,737,751 shares of the Company’s common stock issued and outstanding as of October 31, 2023, as reported in the Company’s quarterly report on Form 10-Q for the period ended
September 30, 2023, and the right to acquire up to 44,200,460 shares of common stock pursuant to a Standby Purchase Agreement between BARC Investments, LLC and AmBase Corporation dated February 28, 2024.
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1
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NAMES OF REPORTING PERSONS
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Alessandra F. Bianco
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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--
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8
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SHARED VOTING POWER
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60,400,260 (1)
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9
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SOLE DISPOSITIVE POWER
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--
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10
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SHARED DISPOSITIVE POWER
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60,400,260 (1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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60,400,260 (1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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70.9% (2)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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| (1) |
These shares are directly beneficially owned by BARC Investments, LLC (“BARC Investments”). Alessandra F. Bianco, Christina A. Bianco, and Richard A. Bianco, Jr.,
as managing members of BARC Investments, share voting and dispositive power with respect to shares held by BARC Investments. Pursuant to Rule 13d-4, each of Alessandra F. Bianco, Christina A. Bianco, and Richard A. Bianco, Jr. disclaims
beneficial ownership of the shares beneficially owned by BARC Investments to the extent he or she does not have a pecuniary interest in such shares.
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| (2) |
Based on 40,737,751 shares of the Company’s common stock issued and outstanding as of October 31, 2023, as reported in the Company’s quarterly report on Form 10-Q for the period ended
September 30, 2023, and the right to acquire up to 44,200,460 shares of common stock pursuant to a Standby Purchase Agreement between BARC Investments, LLC and AmBase Corporation dated February 28, 2024.
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1
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NAMES OF REPORTING PERSONS
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Christina A. Bianco
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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| United States |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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--
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8
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SHARED VOTING POWER
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60,400,260 (1)
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9
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SOLE DISPOSITIVE POWER
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--
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10
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SHARED DISPOSITIVE POWER
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60,400,260 (1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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60,400,260 (1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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||||
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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70.9% (2)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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| (1) |
These shares are directly beneficially owned by BARC Investments, LLC (“BARC Investments”). Alessandra F. Bianco, Christina A. Bianco, and Richard A. Bianco, Jr., as managing members of
BARC Investments, share voting and dispositive power with respect to shares held by BARC Investments. Pursuant to Rule 13d-4, each of Alessandra F. Bianco, Christina A. Bianco, and Richard A. Bianco, Jr. disclaims beneficial ownership of
the shares beneficially owned by BARC Investments to the extent he or she does not have a pecuniary interest in such shares.
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| (2) |
Based on 40,737,751 shares of the Company’s common stock issued and outstanding as of October 31, 2023, as reported in the Company’s quarterly report on Form 10-Q for the period ended
September 30, 2023, and the right to acquire up to 44,200,460 shares of common stock pursuant to a Standby Purchase Agreement between BARC Investments, LLC and AmBase Corporation dated February 28, 2024.
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1
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NAMES OF REPORTING PERSONS
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Richard A. Bianco, Jr.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
|
||||
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||||
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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||||
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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||||
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||||
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
|
SOLE VOTING POWER
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--
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|||
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||||
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8
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SHARED VOTING POWER
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60,400,260 (1)
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|||
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||||
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9
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SOLE DISPOSITIVE POWER
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--
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|||
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||||
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10
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SHARED DISPOSITIVE POWER
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60,400,260 (1)
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||||
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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60,400,260 (1)
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||||
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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||||
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||||
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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70.9% (2)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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| (1) |
These shares are directly beneficially owned by BARC Investments, LLC (“BARC Investments”). Alessandra F. Bianco, Christina A. Bianco, and Richard A. Bianco, Jr., as managing members of
BARC Investments, share voting and dispositive power with respect to shares held by BARC Investments. Pursuant to Rule 13d-4, each of Alessandra F. Bianco, Christina A. Bianco, and Richard A. Bianco, Jr. disclaims beneficial ownership of
the shares beneficially owned by BARC Investments to the extent he or she does not have a pecuniary interest in such shares.
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| (2) |
Based on 40,737,751 shares of the Company’s common stock issued and outstanding as of October 31, 2023, as reported in the Company’s quarterly report on Form 10-Q for the period ended
September 30, 2023, and the right to acquire up to 44,200,460 shares of common stock pursuant to a Standby Purchase Agreement between BARC Investments, LLC and AmBase Corporation dated February 28, 2024.
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| Item 1. |
Security and Issuer.
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This Amendment No. 1 to Schedule 13D (this “Amendment”) is being filed as an amendment to the
initial statement on Schedule 13D relating to the Common Stock, $0.01 par value per share (“Common Stock”) of AmBase Corporation, a Delaware corporation (the “Issuer” or “AmBase”) as filed with the Securities and Exchange Commission (the “SEC”) on
March 26, 2009 (the “Schedule 13D”). The principal executive office of AmBase is located at 7857 West Sample Rd., Suite 134, Coral Springs, Florida
33065. The Schedule 13D is hereby further amended and supplemented as follows:
| Item 2. |
Identity and Background.
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Item 2 of the Schedule 13D is amended and supplemented as follows:
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1)
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(a)
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BARC Investments LLC, a Connecticut limited liability Company (“BARC Investments”)
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(b)
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Address
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c/o Barry M. Strauss Assoc. LTD.
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307 Fifth Avenue, 8th Floor
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New York, New York 10016
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Attn: Michael Canter
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(c)
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Principal Business:
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Investments
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2)
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(a)
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Alessandra F. Bianco
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(b)
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Address
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c/o Barry M. Strauss Assoc. LTD.
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307 Fifth Avenue, 8th Floor
|
|||
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New York, New York 10016
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|||
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Attn: Michael Canter
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3)
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(a)
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Christina A. Bianco
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(b)
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Address
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c/o Barry M. Strauss Assoc. LTD.
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307 Fifth Avenue, 8th Floor
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|||
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New York, New York 10016
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|||
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Attn: Michael Canter
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4)
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(a)
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Richard A. Bianco, Jr.
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(b)
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Address
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c/o Barry M. Strauss Assoc. LTD.
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307 Fifth Avenue, 8th Floor
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|||
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New York, New York 10016
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|||
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Attn: Michael Canter
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No person described herein has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
No person described herein has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or
is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
| Item 3. |
Source and Amount of Funds and Other Considerations.
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Item 3 of the Schedule 13D is amended and supplemented as follows:
On March 16, 2009, BARC Investments acquired 16,000,000 shares of AmBase Common Stock from Richard A. Bianco, who is the father of Alessandra F. Bianco, Christina A. Bianco, and Richard A. Bianco,
Jr., the three managing members of BARC Investments. The aggregate purchase price of the Shares was $1,200,000 and such Shares were acquired with BARC Investments’ working capital.
On February 28, 2024, AmBase commenced a private placement offering (the “Equity Offering”) of 44,200,460 shares (the “Shares”). The Shares are being offered and sold only to existing stockholders
of record of the Company as of February 28, 2024 (the “Record Date”). Each qualifying stockholder will be permitted to purchase up to his, her or its pro rata share of the Shares in the Equity Offering, based on the amount of shares of Common
Stock owned by such stockholder as of the Record Date, in an amount equal to up to one hundred and eight and one-half percent (108.5%) of the number of shares of Common Stock beneficially owned by such stockholder as of the Record Date.
In connection with the Equity Offering, on February 28, 2024, BARC Investments entered into a Standby Purchase Agreement with AmBase (the “Standby Purchase Agreement”) pursuant to which BARC
Investments irrevocably committee to purchase from AmBase its pro rata amount of Shares in the Equity Offering as well as up to all 44,400,260 shares of AmBase Common Stock at a purchase price of $0.20 per share to the extent any such Shares are to
subscribed by other stockholders of AmBase in the Equity Offering. The Equity Offering is expected to close on or about April 7, 2024. The Shares to be issued and sold to BARC Investments in the Equity Offering will be acquired with BARC
Investments’ working capital.
| Item 5. |
Interests in Securities of the Issuer.
|
Item 5 of the Schedule 13D is amended and supplemented as follows:
All of the percentages of beneficial ownership of the Reporting Persons set forth in this Schedule 13D are based on 40,737,751 shares of the Company’s common
stock issued and outstanding as of October 31, 2023, as reported in the Company’s quarterly report on Form 10-Q for the period ended September 30, 2023, and the right to acquire up to 44,200,460 shares of common stock pursuant to the Standby
Purchase Agreement.
As of February 28, 2024, BARC Investments beneficially owned 60,200,460 shares of the Common Stock of the Issuer, representing approximately 70.9% of the Issuer’s outstanding shares of Common
Stock. Alessandra F. Bianco, Christina A. Bianco, and Richard A. Bianco, Jr., as managing members of BARC Investments, share voting and dispositive power with respect to shares held by BARC Investments. Pursuant to Rule 13d-4, each of Alessandra
F. Bianco, Christina A. Bianco, and Richard A. Bianco, Jr. disclaims beneficial ownership of the shares beneficially owned by BARC Investments to the extent he or she does not have a pecuniary interest in such
shares.
All of the shares of Common Stock of the Issuer were acquired by BARC Investments for investment purposes.
| Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
|
See Item 3 of this Amendment No. 1 for a description of the Standby Purchase Agreement.
| Item 7. |
Materials to be Filed as Exhibits.
|
| 1. |
Joint Filing Agreement by and among BARC Investments, Alessandra F. Bianco, Christina A. Bianco, and Richard A. Bianco, Jr., dated March 26, 2009 (previously filed with the
Schedule 13D on March 26, 2009).
|
| 2. |
Form of Standby Purchase Agreement (filed herewith).
|
[The remainder of this page is left blank intentionally.]
SIGNATURE
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
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Date: March 8, 2024
|
||
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BARC Investments, LLC
|
||
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By:
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/s/ Alessandra F. Bianco
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|
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Alessandra F. Bianco, Managing Member
|
||
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/s/ Christina A. Bianco
|
||
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Christina A. Bianco, Managing Member
|
||
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/s/ Richard A. Bianco, Jr
|
||
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Richard A. Bianco, Jr., Managing Member
|
||
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/s/ Alessandra F. Bianco
|
||
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Alessandra F. Bianco
|
||
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/s/ Christina A. Bianco
|
||
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Christina A. Bianco
|
||
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/s/ Richard A. Bianco, Jr.
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||
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Richard A. Bianco, Jr.
|
||
EXHIBIT INDEX
Exhibit
| 1. |
Joint Filing Agreement by and among BARC Investments, Alessandra F. Bianco, Christina A. Bianco, and Richard A. Bianco, Jr. , dated March 26, 2009 (previously filed with the Schedule 13D on March 26, 2009).
|
| 2. |