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.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 5)
Under the Securities Exchange Act of 1934
Ambase Corp.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
023164106
(CUSIP Number)
Eric Shahinian
Camac Partners, LLC
350 Park Avenue, 13th Floor
New York, NY 10022
914-629-8496
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
2/21/2024
(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 that is the subject of this Schedule 13D and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-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.
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 (“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 | NAMES OF REPORTING PERSONS | |
Camac Partners, LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | |
(a) ☐ | ||
| (b) ☐ | ||
| 3 | SEC USE ONLY | |
| ||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | |
AF | ||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | |
☐ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | |
United States |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER | |
0 | |||
| 8 | SHARED VOTING POWER | ||
3,528,430 | |||
| 9 | SOLE DISPOSITIVE POWER | ||
0 | |||
| 10 | SHARED DISPOSITIVE POWER | ||
3,528,430 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
3,528,430 | ||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | |
☐ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
8.7% | ||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | |
OO |
| 1 | NAMES OF REPORTING PERSONS | |
Camac Capital, LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | |
(a) ☐ | ||
| (b) ☐ | ||
| 3 | SEC USE ONLY | |
| ||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | |
AF | ||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | |
☐ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | |
United States |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER | |
0 | |||
| 8 | SHARED VOTING POWER | ||
3,528,430 | |||
| 9 | SOLE DISPOSITIVE POWER | ||
0 | |||
| 10 | SHARED DISPOSITIVE POWER | ||
3,528,430 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
3,528,430 | ||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | |
☐ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
8.7% | ||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | |
OO |
| 1 | NAMES OF REPORTING PERSONS | |
Camac Fund, LP | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | |
(a) ☐ | ||
| (b) ☐ | ||
| 3 | SEC USE ONLY | |
| ||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | |
WC | ||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | |
☐ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | |
United States |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER | |
0 | |||
| 8 | SHARED VOTING POWER | ||
3,528,430 | |||
| 9 | SOLE DISPOSITIVE POWER | ||
0 | |||
| 10 | SHARED DISPOSITIVE POWER | ||
3,528,430 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
3,528,430 | ||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | |
☐ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
8.7% | ||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | |
PN |
| 1 | NAMES OF REPORTING PERSONS | |
Eric Shahinian | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | |
(a) ☐ | ||
| (b) ☐ | ||
| 3 | SEC USE ONLY | |
| ||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | |
AF | ||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | |
☐ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | |
United States |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER | |
0 | |||
| 8 | SHARED VOTING POWER | ||
3,528,430 | |||
| 9 | SOLE DISPOSITIVE POWER | ||
0 | |||
| 10 | SHARED DISPOSITIVE POWER | ||
3,528,430 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
3,528,430 | ||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | |
☐ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
8.7% | ||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | |
IN |
Item 1. Security and Issuer
This Amendment No. 5 (this “Amendment”) amends and supplements the Schedule 13D filed with the Securities and Exchange Commission on January 7, 2020 (the “Schedule 13D”) and as amended on February 3, 2021, May 31, 2023, August 29, 2023, and February 20, 2024 by the Reporting Person with respect to the Common Stock of Ambase Corp. (the “Issuer” or the “Company”). Information reported in the Schedule 13D remains in effect except to the extent that it is amended, restated, or superseded by information contained in this Amendment. Capitalized terms used but not defined in this Amendment have the respective meanings set forth in the Schedule 13D. All references in the Schedule 13D and this Amendment to the “Statement” will be deemed to refer to the Schedule 13D as amended and supplemented by this Amendment.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 is hereby amended by deleting Item 3 of Schedule 13D in its entirety and replacing it with the following:
The Shares purchased by Camac Fund were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 3,528,430 Shares beneficially owned by Camac Fund is approximately $564,549, including brokerage commissions.
Item 5. Interest in Securities of the Issuer
Item 5 is hereby amended by deleting Item 5 of Schedule 13D in its entirety and replacing it with the following:
| (a) | The aggregate percentage of shares of Common Stock reported owned by each person named herein is based upon 40,737,751 shares of Common Stock outstanding, which is the total number of shares of Common Stock reported outstanding as of the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 9, 2023. |
As of the close of business on the date hereof, Camac Fund beneficially owned 3,528,430 shares of Common Stock.
Percentage: Approximately 8.7%
| (b) | By virtue of their respective positions with Camac Fund, each of Camac Partners, Camac Capital, and Eric Shahinian may be deemed to have shared power to vote and dispose of the Shares reported owned by Camac Fund. | |
| (c) | Schedule A annexed hereto lists all transactions in securities of the Issuer by the Reporting Persons during the past 60 days. | |
| (d) | No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock. | |
| (e) | Not applicable. |
Item 7. Material to be Filed as Exhibits
| Exhibit 99.1 | Joint Filing Agreement filed with the Schedule 13D on January 7, 2020, and incorporated by reference herein. |
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: February 23, 2024
| Camac Partners, LLC | ||
| By: | Camac Capital, LLC, | |
| its general partner | ||
| By: | /s/ Eric Shahinian | |
| Eric Shahinian | ||
| Managing Member of the GP |
| Camac Capital, LLC | ||
| By: | /s/ Eric Shahinian | |
| Eric Shahinian | ||
| Managing Member | ||
| By: | /s/ Eric Shahinian | |
| Eric Shahinian |
| Camac Fund, LP | ||
| By: | Camac Capital, LLC, | |
| its general partner | ||
| By: | /s/ Eric Shahinian | |
| Name: | Eric Shahinian | |
| Title: | Managing Member of the GP |
SCHEDULE A
Open Market Transactions in the Shares by the Reporting Persons During the Past 60 Days
| Date of Sale | Shares of Common Stock Sold | Price Per Share ($) | ||||||
| CAMAC FUND, LP | ||||||||
| 02/21/2024 | 523,635 | $ | 0.2196 | |||||
| 02/22/2024 | 175,400 | $ | 0.2190 | |||||