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 DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment
No. )*
YOUNGEVITY INTERNATIONAL, INC.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
987537206
(CUSIP Number)
Michelle Wallach
2400 Boswell Road
Chula Vista, CA 91914
(619) 934-3980
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
February 5, 2019
(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 §240.13d-7 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 (“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).
|
CUSIP
No. 987537206
|
13D
|
Page 2
of 6 Pages
|
|
(1)
|
NAMES
OF REPORTING PERSONS
Michelle
Wallach
|
|||||
|
(2)
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see
instructions)
(a)
☐ (b) ☐
Not
applicable.
|
|||||
|
(3)
|
SEC USE
ONLY
|
|||||
|
(4)
|
SOURCE
OF FUNDS (see instructions)
PF,
00
|
|||||
|
(5)
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) ☐
|
|||||
|
(6)
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America
|
|||||
|
NUMBER
OF
SHARES
|
|
(7)
|
|
SOLE VOTING POWER
625,000
|
||
|
BENEFICIALLY
OWNED
BY
|
|
(8)
|
|
SHARED VOTING POWER
14,000,000
|
||
|
EACH
REPORTING
|
|
(9)
|
|
SOLE DISPOSITIVE POWER
625,000
|
||
|
PERSON
WITH
|
|
(10)
|
|
SHARED DISPOSITIVE POWER
14,000,000
|
||
|
(11)
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,625,000
|
|||||
|
(12)
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see
instructions) ☐
|
|||||
|
(13)
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
55.44%
|
|||||
|
(14)
|
TYPE OF
REPORTING PERSON (see instructions)
IN
|
|||||
|
CUSIP
No. 987537206
|
13D
|
Page 3
of 6 Pages
|
This
Schedule 13D (the “Schedule 13D”) relates to the shares
of common stock, par value $0.001 per share (the “Common
Stock”), of Youngevity International, Inc., a Delaware
corporation (the “Issuer”). The principal executive
offices of the Issuer are located at 2400 Boswell Road, Chula
Vista, California 91914.
Item 2. Identity and Background.
|
(a)
|
This
Schedule 13D is being filed by Michelle Wallach.
|
|
(b)
|
The
principal business address for Ms. Wallach is 2400 Boswell Road,
Chula Vista, California 91914.
|
|
(c)
|
Ms.
Wallach is the Chief Operating Officer and a director of the
Issuer.
|
|
(d)
|
Ms.
Wallach has not, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
|
|
(e)
|
Ms.
Wallach has not, during the last five years, been a 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 or, federal or
state securities laws or finding any violation with respect to such
laws.
|
|
(f)
|
Ms.
Wallach is a citizen of the United States of America.
|
Item 3. Source and Amount of Funds or Other
Consideration.
See the
response to Item 4, which is incorporated by reference
herein.
Item 4. Purpose of the Transaction.
On
February 5, 2019, Ms. Wallach received an award under the
Issuer’s Amended and Restated 2012 Stock Option Plan (the
“Plan”) of an option to purchase 500,000 shares of
Common Stock, having an exercise price equal to the fair market
value of the common stock on the date of grant, vesting in full
immediately upon grant and expiring ten years
thereafter.
Item 5. Interest in Securities of the Issuer.
The
information in this Item 5 is provided as of the date hereof and is
based on 25,760,708 shares of Common Stock outstanding on January
31, 2019.
Ms. Wallach is
the beneficial owner of, and has the sole power to vote or direct
the vote and to dispose or direct the disposition of 625,000 shares
of Common Stock, which consist of outstanding options issued under
the Plan as compensation for services exercisable for an aggregate
of 625,000 shares of Common Stock.
Ms.
Wallach is the beneficial owner of, and has the shared power to
vote or direct the vote and to dispose or direct the disposition of
14,000,000 shares of Common Stock, through joint ownership with her
husband, Stephan Wallach, with whom she shares voting and
dispositive control. The shares were acquired by Ms. Wallach and
Stephan Wallach in privately negotiated transactions prior to the
Issuer becoming a reporting company.
As of
the date hereof, the aggregate number and percentage of shares of
Common Stock beneficially owned by Ms. Wallach (based on
25,760,708 shares
of Common Stock outstanding as of January 31, 2019) are as
follows:
|
(a)
|
Number of shares of
Common Stock beneficially owned:
|
Percent of class of
Common Stock:
|
|
|
|
|
|
|
14,625,000
|
55.43%
|
(b)
Number
of shares of Common Stock as to which Ms. Wallach has:
|
(i) Sole
power to vote or to direct the vote:
|
625,000
|
|
|
|
|
(ii) Shared power
to vote or to direct the vote:
|
14,000,000
|
|
|
|
|
(iii) Sole power to
dispose or to direct the disposition of:
|
625,000
|
|
|
|
|
(iv) Shared
power to dispose or to direct the disposition of:
|
14,000,000
|
(c)
See
Item 4 and Annex A hereto, both of which are incorporated by
reference herein.
(d)
Not
applicable.
(e)
Not
applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the
Issuer.
See the
responses to Item 4 and Item 5, which are incorporated by reference
herein.
Item 7. Material to be filed as
Exhibits.
|
|
|
|
|
|
|
Annex
A:
|
Certain
Transactions by the Reporting Person
|
|
CUSIP
No. 987537206
|
13D
|
Page
4 of 6
Pages
|
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.
Date:
February 8, 2019
|
|
/s/ Michelle
Wallach
|
|
|
Michelle
Wallach
|
|
CUSIP
No. 987537206
|
13D
|
Page
5 of 6
Pages
|
Annex A
Transactions by the Reporting Person During the Past Sixty
Days
|
02/5/2019
|
|
Received
an award of an option to acquire 500,000 shares of Common
Stock
|
|
$
|
*
|
|
*
As disclosed in
this Schedule 13D, on February 5, 2019, Ms. Wallach received an
award under the Issuer’s Amended and Restated 2012 Stock
Option Plan of an option to purchase 500,000 shares of Common Stock
as compensation for services rendered, having an exercise price
equal to the fair market value of the common stock on the date of
grant, vesting upon grant and expiring ten years
thereafter.