Sec Form 13D Filing - ADS Securities LLC filing for Track Group Inc. (TRCK) - 2022-06-02

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 3)

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. ☐

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 (the “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).

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(1) The percentage of the shares of common stock (“Common Shares”) reported beneficial ly owned by the Reporting Persons herein is based upon 11,578,758 Common Shares, which is the number of Common Shares outstanding as of May 1, 2022, as reported in the Quarterly Report on Form 10‑Q filed by Track Group, Inc. (the “Issuer”) with the U.S. Securities and Exchange Commission (the “SEC”) on May 13, 2022.

(1) The percentage of the shares of common stock (“Common Shares”) reported beneficially owned by the Reporting Persons herein is based upon 11,578,758 Common Shares, which is the number of Common Shares outstanding as of May 1, 2022, as reported in the Quarterly Report on Form 10‑Q filed by Track Group, Inc. (the “Issuer”) with the U.S. Securities and Exchange Commission (the “SEC”) on May 13, 2022.

(1) The percentage of the shares of common stock (“Common Shares”) reported beneficially owned by the Reporting Persons herein is based upon 11,578,758 Common Shares, which is the number of Common Shares outstanding as of May 1, 2022, as reported in the Quarterly Report on Form 10‑Q filed by Track Group, Inc. (the “Issuer”) with the U.S. Securities and Exchange Commission (the “SEC”) on May 13, 2022.

 

(1) The percentage of the shares of common stock (“Common Shares”) reported beneficially owned by the Reporting Persons herein is based upon 11,578,758 Common Shares, which is the number of Common Shares outstanding as of May 1, 2022, as reported in the Quarterly Report on Form 10‑Q filed by Track Group, Inc. (the “Issuer”) with the U.S. Securities and Exchange Commission (the “SEC”) on May 13, 2022.

This Amendment No. 3 (this “Amendment No. 3”) amends and supplements the statement on Schedule 13D previously filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 31, 2017 (as amended by Amendment No. 1 thereto, filed with the SEC on September 28, 2017, and Amendment No. 2 thereto, filed with the SEC on February 9, 2018, the “Original Schedule 13D”) relating to the common stock, $0.0001 par value per share (“Common Shares”), of Track Group, Inc., a Delaware corporation (the “Issuer”). The address of the principal executive office of the Issuer is 200 E. 5th Avenue, Suite 100, Naperville, Illinois 60563.

Unless otherwise stated herein, the Original Schedule 13D remains in full force and effect. Capitalized terms used in this Amendment No. 3 and not otherwise defined shall have the same meanings ascribed to them in the Original Schedule 13D.

No material changes.

No material changes.

Item 4 of the Original Schedule 13D is hereby amended and supplemented as follows:

On May 31, 2022 ADS Securities entered into a Share Sale Agreement with Zuglex Trustee AG (“Zuglex”) pursuant to which ADS Securities agreed to sell to Zuglex 100 shares with a par value of US$1.00 each in the capital of ETS Limited subject to customary closing conditions.  Upon consummation of the transactions contemplated by the Share Sale Agreement, ADS Securities would transfer beneficial ownership of all 4,706,579 Common Shares currently beneficially owned by the Reporting Persons.

Paragraphs (a) and (b) of Item 5 of the Original Schedule 13D are hereby amended and restated as follows:

(a) and (b) The Reporting Persons may be deemed to beneficially own an aggregate of 4,706,579 Common Shares, which represent, in the aggregate, approximately 40.65% of the outstanding Common Shares. The percentage of Common Shares reported beneficially owned by the Reporting Persons herein is based upon 11,578,758 Common Shares, which is the number of Common Shares outstanding as of May 1, 2022, as reported in the Quarterly Report on Form 10‑Q filed by the Issuer with the SEC on May 13, 2022.

The filing of this Schedule 13D shall not be deemed to constitute an admission that any Reporting Person is the beneficial owner of any securities covered by this Schedule 13D for purposes of Section 13(d) of the Exchange Act.

Item 6 of the Original Schedule 13D is hereby amended and supplemented as follows:

The information set forth or incorporated in Item 4 hereof is incorporated herein by reference.

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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