Sec Form 13D Filing - Schuler Tino Hans filing for Aspira Women's Health Inc. (AWH) - 2021-12-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 13)*

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

Tino Hans Schuler

100 N. Field Drive, Suite 360

Lake Forest, Illinois 60045

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

(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 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 in 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. This percentage is based on a total of 112,126,549 Shares outstanding as of November 8, 2021, as reported by the Issuer in its Form 10-Q filed by the Company with the Securities and Exchange Commission on November 10, 2021.

 

1. This percentage is based on a total of 112,126,549 Shares outstanding as of November 8, 2021, as reported by the Issuer in its Form 10-Q filed by the Company with the Securities and Exchange Commission on November 10, 2021.

This Amendment No. 13 to Schedule 13D (“Amendment No. 13”) is being filed by the undersigned, pursuant to §240.13d-2(a), to amend and supplement the Schedule 13D filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 23, 2013, (the “Initial Schedule 13D”), as amended by Amendment No. 1 filed on December 29, 2014, Amendment No. 2 filed on February 11, 2015, Amendment No. 3 filed on March 23, 2015, Amendment No. 4 filed on April 28, 2015, Amendment No. 5 filed on July 21, 2015, Amendment No. 6 filed on February 2, 2017, and Amendment No. 7 filed on September 5, 2017, Amendment No. 8 filed on April 19, 2018, Amendment No. 9 filed on June 25, 2018, Amendment No. 10 filed on July 2, 2019, Amendment No. 11 filed on June 12, 2020, and Amendment No. 12 filed on July 6, 2020 (collectively, the “Schedule 13D”), with respect to the common stock, par value $0.001 per share (the “Shares”), of Aspira Women's Health Inc. (the “Issuer”), whose principal executive offices are located at 12117 Bee Caves Road, Building Three, Suite 100, Austin, Texas 78738.

 

On November 29, 2021, a gift of 567,981 Shares was completed by the Descendants Trust, for which Tino Schuler serves as co-trustee, to Schuler Grandchildren LLC.  On December 17, 2021, a gift of 567,980 Shares was completed by the Grandchildren Trust, for which Tino Schuler serves as co-trustee, to Schuler Grandchildren LLC.  Subsequent to these gifts, each of the Descendants Trust and Grandchildren Trust no longer own any Shares.

 

 

Item 5 (a)-(c) and (e) of the Schedule 13D is hereby amended and supplemented as follows:

 

(a, b) As of the date hereof, Tino Schuler may be deemed to beneficially own 4,829,019 Shares, representing approximately 4.3% of the Shares outstanding. This amount consists of 4,829,019 Shares held by the Tino Trust.

 

As of the date hereof, the Tino Trust may be deemed to beneficially own 4,829,019 Shares, representing approximately 4.3% of the Shares outstanding.

 

The foregoing beneficial ownership percentages are based on a total of 112,126,549 Shares outstanding as of November 8, 2021, as reported by the Issuer in its Form 10-Q filed by the Company with the Securities and Exchange Commission on November 10, 2021.

 

As sole trustee of the Tino Trust, Tino Schuler and the Tino Trust share the power to vote or to direct the vote, and the power to dispose or to direct the disposition of, the Shares held by the Tino Trust.

 

(c)  The response to Item 4 of this Amendment No. 13 is incorporated by reference.  In addition, the following Shares were sold by the Reporting Persons over the past 60 days before the August 18, 2021 Event Date of this Amendment No. 13, in the open market through a broker:

 

 

 

 

 

(e) As of November 29, 2021, the Reporting Persons ceased to be the beneficial owner of more than five percent of the Shares.

 

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.

 

 

December 30, 2021

 

Attention: Intentional misstatements or omissions of act constitute federal violations (see 18 U.S.C. 1001).

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