Sec Form 13G Filing - Ursa Fund Management LLC filing for Retail Value Inc. (RVIC) - 2022-07-08

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No.__)*

 

Retail Value Inc.

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

76133Q102

(CUSIP Number)

 

June 30, 2022

(Date of Event which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨	Rule 13d-1(b)
x	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 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).

 

Continued on following pages

Page 1 of 12 Pages

 

 

CUSIP NO. 76133Q102

Page 2 of 12 Pages

 

 

CUSIP No.  76133Q102
(1) Names of reporting persons	Ursa Fund Management LLC
(2) Check the appropriate box if a member of a group	(a)
(see instructions)	(b)
(3) SEC use only
(4) Citizenship or place of organization	DE
Number of shares beneficially owned by each reporting person with:
(5) Sole voting power	0
(6) Shared voting power	2,168,434*
(7) Sole dispositive power	0
(8) Shared dispositive power	2,168,434*
(9) Aggregate amount beneficially owned by each reporting person	2,168,434*
(10) Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
(11) Percent of class represented by amount in Row (9)	10.27%†
(12) Type of reporting person (see instructions)	IA

 

* Ursa Fund Management LLC is the General Partner and Investment Manager of Ursa Fund Partners LP and the Investment Manager of Investment Opportunities 14 Segregated Portfolio (the “Funds”) in which such shares referred to above are held. As a result, Ursa Fund Management LLC possesses the power to vote and dispose or direct the disposition of all the shares owned by the Funds.

 

† Based on a total of 21,117,150 shares outstanding of the Issuer as April 22, 2022, as set forth in the Issuer’s most recent Form 10-K, filed May 2, 2022.

 

 

CUSIP NO. 76133Q102

Page 3 of 12 Pages

 

 

CUSIP No.  76133Q102
(1) Names of reporting persons	Ursa Fund Partners LP
(2) Check the appropriate box if a member of a group	(a)
(see instructions)	(b)
(3) SEC use only
(4) Citizenship or place of organization	DE
Number of shares beneficially owned by each reporting person with:
(5) Sole voting power	0
(6) Shared voting power	1,122,610
(7) Sole dispositive power	0
(8) Shared dispositive power	1,122,610
(9) Aggregate amount beneficially owned by each reporting person	1,122,610
(10) Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
(11) Percent of class represented by amount in Row (9)	5.32% †
(12) Type of reporting person (see instructions)	PN

 

† Based on a total of 21,117,150 shares outstanding of the Issuer as April 22, 2022, as set forth in the Issuer’s most recent Form 10-K, filed May 2, 2022.

 

 

CUSIP NO. 76133Q102

Page 4 of 12 Pages

 

 

CUSIP No.  76133Q102
(1) Names of reporting persons	Investment Opportunities 14 Segregated Portfolio
(2) Check the appropriate box if a member of a group	(a)
(see instructions)	(b)
(3) SEC use only
(4) Citizenship or place of organization	Cayman Islands
Number of shares beneficially owned by each reporting person with:
(5) Sole voting power	0
(6) Shared voting power	1,045,824
(7) Sole dispositive power	0
(8) Shared dispositive power	1,045,824
(9) Aggregate amount beneficially owned by each reporting person	1,045,824
(10) Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
(11) Percent of class represented by amount in Row (9)	4.95% †
(12) Type of reporting person (see instructions)	CO

 

† Based on a total of 21,117,150 shares outstanding of the Issuer as April 22, 2022, as set forth in the Issuer’s most recent Form 10-K, filed May 2, 2022.

 

 

CUSIP NO. 76133Q102

Page 5 of 12 Pages

 

 

CUSIP No.  76133Q102
(1) Names of reporting persons	Andrew Hahn
(2) Check the appropriate box if a member of a group	(a)
(see instructions)	(b)
(3) SEC use only
(4) Citizenship or place of organization	United States of America
Number of shares beneficially owned by each reporting person with:
(5) Sole voting power	0
(6) Shared voting power	2,168,434*
(7) Sole dispositive power	0
(8) Shared dispositive power	2,168,434*
(9) Aggregate amount beneficially owned by each reporting person	2,168,434
(10) Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
(11) Percent of class represented by amount in Row (9)	10.27%†
(12) Type of reporting person (see instructions)	IN

 

* Mr. Hahn is a Managing Member of Ursa Fund Management LLC. As a result, Mr. Hahn possesses the power to vote and dispose or direct the disposition of all the shares beneficially owned by Ursa Fund Management LLC as Investment Manager to the Funds. Mr. Hahn disclaims beneficial ownership of any of the shares held by the Funds.

 

† Based on a total of 21,117,150 shares outstanding of the Issuer as April 22, 2022, as set forth in the Issuer’s most recent Form 10-K, filed May 2, 2022.

 

 

CUSIP NO. 76133Q102

Page 6 of 12 Pages

 

 

CUSIP No.  76133Q102
(1) Names of reporting persons	Russell Douglas
(2) Check the appropriate box if a member of a group	(a)
(see instructions)	(b)
(3) SEC use only
(4) Citizenship or place of organization	United States of America
Number of shares beneficially owned by each reporting person with:
(5) Sole voting power	0
(6) Shared voting power	2,168,434*
(7) Sole dispositive power	0
(8) Shared dispositive power	2,168,434*
(9) Aggregate amount beneficially owned by each reporting person	2,168,434
(10) Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
(11) Percent of class represented by amount in Row (9)	10.27%†
(12) Type of reporting person (see instructions)	IN

 

* Mr. Douglas is a Managing Member of Ursa Fund Management LLC. As a result, Mr. Douglas possesses the power to vote and dispose or direct the disposition of all the shares beneficially owned by Ursa Fund Management LLC as Investment Manager to the Funds. Mr. Douglas disclaims beneficial ownership of any of the shares held by the Funds.

 

† Based on a total of 21,117,150 shares outstanding of the Issuer as April 22, 2022, as set forth in the Issuer’s most recent Form 10-K, filed May 2, 2022.

 

 

CUSIP NO. 76133Q102

Page 7 of 12 Pages

 

 

Item 1(a).	Name of Issuer:
	Retail Value Inc. (the “Issuer”).
Item 1(b).	Address of the Issuer's Principal Executive Offices:
	3300 Enterprise Parkway Beachwood, OH 44122
Item 2(a).	Name of Person Filing
	The names of the person filing this statement on Schedule 13G (collectively, the “Reporting Persons”) are:   ·         Ursa Fund Management, LLC ·         Ursa Fund Partners, LP ·         Investment Opportunities 14 Segregated Portfolio ·         Andrew Hahn ·         Russell Douglas
Item 2(b).	Address of Principal Business Office or, if None, Residence:
	51 Moraga Way, Suite 8, Orinda, CA 94563

 

Item 2(c).	Citizenship:
	Ursa Fund Management, LLC is a Delaware limited liability company. Ursa Fund Partners, LP is a Delaware limited partnership and Investment Opportunities 14 Segregated Portfolio is a Cayman Islands segregated portfolio company. Andrew Hahn and Russell Douglas are citizens of the United States.
Item 2(d).	Title of Class of Securities:
	Common Stock (the “Shares”)
Item 2(e).	CUSIP Number:
	76133Q102

 

 

CUSIP NO. 76133Q102

Page 8 of 12 Pages

 

 

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 Act (15 U.S.C. 78o).   (b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).   (c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).   (d) [ ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).   (e) [ ] An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);   (f) [ ] An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);   (g) [ ] A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);   (h) [ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);   (i) [ ] 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);Page 5 of 6 pages   (j) [ ] Group, in accordance with §240.13d-1(b)(1)(ii)(J)
Item 4.	Ownership:
Item 4(a).	Amount Beneficially Owned:   Aggregate of all Reporting Persons: 2,168,434 Ursa Fund Management LLC – 2,168,434 Ursa Fund Partners LP – 1,122,610 Investment Opportunities 14 Segregated Portfolio – 1,045,824 Andrew Hahn – 2,168,434* Russell Douglas – 2,168,434*
Item 4(b).	Percent of Class:   Aggregate of all Reporting Persons: 10.27% Ursa Fund Management LLC – 10.27% Ursa Fund Partners LP – 5.32% Investment Opportunities 14 Segregated Portfolio – 4.95% Andrew Hahn – 10.27%* Russell Douglas – 10.27%*