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, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)*
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Zoom Telephonics, Inc.
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(Name of Issuer)
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Common Stock, $0.01 par value
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(Title of Class of Securities)
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98978K107
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(CUSIP Number)
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Colby Jordan
Orbit Group LLC
848 Elm Street, 2nd Floor
Manchester, NH 03101
(603) 998-8484
Alexander H. Pyle, Esq.
Sheehan Phinney Bass & Green PA
28 State Street, 22nd Floor
Boston, MA 02109
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(617) 897-5600
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
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September 26, 2020
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(Date of Event which Requires Filing of this Statement)
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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 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).
SCHEDULE 13D
| CUSIP No. |
98978K107 |
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1
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NAMES OF REPORTING PERSONS
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Jeremy P. Hitchcock
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|||
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||||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☒ | ||
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(b)
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☐
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||||
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||||
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3
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SEC USE ONLY
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|||
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||||
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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|||
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||||
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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||||
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||||
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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|||
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||||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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|||
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||||
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8
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SHARED VOTING POWER
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||
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8,895,5381
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|||
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||||
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9
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SOLE DISPOSITIVE POWER
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0
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|||
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||||
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10
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SHARED DISPOSITIVE POWER
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8,895,5381
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|||
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||||
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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8,895,5381
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|||
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||||
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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||||
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||||
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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37.2%
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||||
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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|||
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||||
1 Includes 52,500 shares of the common stock (“Common Stock”) of Zoom Telephonics, Inc. (the “Issuer”) that Jeremy P. Hitchcock has the right to acquire upon exercise of outstanding
stock options that are currently exercisable or will become exercisable within 60 days. The stock options were granted to Jeremy P. Hitchcock, in connection with his service as a member of the Board of Directors (the “Board”) of the Issuer.
SCHEDULE 13D
| CUSIP No. |
98978K107 |
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1
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NAMES OF REPORTING PERSONS
|
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Elizabeth Cash Hitchcock
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|||
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||||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☒ | ||
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(b)
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☐
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||||
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||||
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3
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SEC USE ONLY
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|||
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||||
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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||||
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||||
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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||||
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||||
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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|||
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||||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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|||
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||||
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8
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SHARED VOTING POWER
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8,895,5382
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|||
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||||
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9
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SOLE DISPOSITIVE POWER
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| 0 |
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|||
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||||
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10
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SHARED DISPOSITIVE POWER
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8,895,5382
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|||
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||||
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
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8,895,5382
|
|
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|||
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||||
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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||||
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||||
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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37.2%
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|||
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||||
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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|||
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||||
2 Includes 52,500 shares of Common Stock of the Issuer that Jeremy P. Hitchcock has the right to acquire upon exercise of outstanding stock options that are currently exercisable or
will become exercisable within 60 days. The stock options were granted to Jeremy P. Hitchcock, in connection with his service as a member of the Board of the Issuer.
SCHEDULE 13D
| CUSIP No. |
98978K107 |
|
1
|
NAMES OF REPORTING PERSONS
|
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Orbit Group LLC
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|||
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||||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
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☒ | ||
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(b)
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☐
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||||
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||||
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3
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SEC USE ONLY
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||
| |
|
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|||
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||||
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC
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|||
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||||
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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||
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||||
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||||
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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New Hampshire
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|||
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||||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
0
|
|
|
|||
|
|
|
||||
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8
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SHARED VOTING POWER
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|
|
||
|
8,835,3583
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|
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|||
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|
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||||
|
9
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SOLE DISPOSITIVE POWER
|
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||
| 0 |
|
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|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
8,835,3583
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
8,835,3583
|
|
|
|||
|
|
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||||
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12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
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||
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||||
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||||
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
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37.0%
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|||
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|
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||||
|
14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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| CO |
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||||
3 The Reporting Person disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest in such shares, if any, and this Schedule 13D shall not be deemed an admission that the
Reporting Person is the beneficial owner of such securities any purpose.
SCHEDULE 13D
| CUSIP No. |
98978K107 |
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
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Hitchcock Capital Partners, LLC
|
|
|
|||
|
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||||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☒ | ||
|
(b)
|
☐
|
||||
|
|
|
||||
|
3
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SEC USE ONLY
|
|
|
||
| |
|
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|||
|
|
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||||
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
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| WC |
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|||
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||||
|
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
||||
|
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|
||||
|
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
New Hampshire
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
0
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
8,835,3584
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
8,835,3584
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
8,835,3584
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
37.0%
|
|
|
|||
|
|
|
||||
|
14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
| PN |
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|||
|
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|
||||
4 The Reporting Person disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest in such shares, if any, and this Schedule 13D shall not be deemed an admission that the
Reporting Person is the beneficial owner of such securities any purpose.
SCHEDULE 13D
| CUSIP No. |
98978K107 |
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Zulu Holdings LLC
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☒ | ||
|
(b)
|
☐
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
| |
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
| AF |
|
|
|||
|
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|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
New Hampshire
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
0
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
8,835,358
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
8,835,358
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
8,835,358
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
37.0%
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
| CO |
|
|
|||
|
|
|
||||
Amendment No. 10 to Schedule 13D
This Amendment is being filed by Jeremy P. Hitchcock, Elizabeth Cash Hitchcock, Orbit Group LLC (“Orbit”), Hitchcock Capital Partners, LLC (“HCP”), Zulu Holdings LLC (“Zulu”), and a stockholders
group pursuant to Section 13(d)(3) of the Securities Exchange Act of 1934. The stockholders group (the “Group”) is comprised of Jeremy P. Hitchcock, Elizabeth Cash Hitchcock, Orbit, HCP and Zulu.
This Amendment further amends (i) the Schedule 13D filed on May 3, 2019; (ii) the Amendment No. 1 to Schedule 13D filed on October 21, 2019; (iii) the Amendment No. 2 to
Schedule 13D filed on January 15, 2020; (iv) the Amendment No. 3 to Schedule 13D filed on January 21, 2020; (v) the Amendment No. 4 to Schedule 13D filed on April 8, 2020; (vi) the Amendment No. 5 to Schedule 13D filed on April 17, 2020,
(vii) the Amendment No. 6 to Schedule 13D filed on May 27, 2020, (viii) the Amendment No. 7 to Schedule 13D filed on July 15, 2020, (ix) the Amendment No. 8 to Schedule 13D filed on August 4, 2020, and (x) the Amendment No. 9 to Schedule 13D
filed on September 4, 2020 (collectively, the “Schedule 13D”).
Capitalized terms used herein but not otherwise defined herein shall have the respective meanings ascribed thereto in the Schedule 13D as amended hereby.
| Item 4. |
Purpose of Transaction
|
Item 4 of the Schedule 13D is amended and supplemented by the addition of the following paragraph at the end of Item 4:
On September 26, 2020, the Issuer entered into an Exclusivity Agreement (the “Exclusivity Agreement”) with Minim Inc. (“Minim”) regarding a possible business combination
(the “Possible Transaction”). Under the Exclusivi
ty Agreement, the parties agreed not to pursue any alternative transactions until October 8, 2020, subject to an additional fourteen (14) day extension if agreed in writing by both parties.
Mr. Hitchcock serves as Executive Chairman of Minim, and members of the Group collectively hold approximately 43% of the voting shares of Minim, on a fully diluted basis.
Mr. Hitchcock and the other members of the Group are not participating in the discussions between the Issuer and Minim regarding the Possible Transaction. Mr. Hitchcock and the other members of the Group have not formed any opinion regarding
the Possible Transaction at this time.
| Item 7. |
Material to Be Filed as Exhibits
|
| Exhibit 99.1 |
Joint Filing Agreement among Jeremy P. Hitchcock, Elizabeth Cash Hitchcock, Orbit Group LLC, Hitchcock Capital Partners, LLC and Zulu Holdings LLC dated as of January 21, 2020 (incorporated by reference to
Exhibit 99.1 to Amendment No. 3 to Schedule 13D filed on January 21, 2020).
|
Signature
After reasonable inquiry and to the best of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is
true, complete and correct.
|
Dated: September 30, 2020
|
/s/ Jeremy P. Hitchcock
|
|
|
Jeremy P. Hitchcock
|
||
|
/s/ Elizabeth Cash Hitchcock
|
||
|
Elizabeth Cash Hitchcock
|
||
|
Orbit Group LLC
|
||
|
By:
|
/s/ Jeremy P. Hitchcock | |
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Name: Jeremy P. Hitchcock
|
||
|
Title: Manager
|
||
|
Hitchcock Capital Partners, LLC
|
||
|
By:
|
Orbit Group LLC, its Manager
|
|
|
|
||
|
|
By:
|
/s/ Jeremy P. Hitchcock
|
| Name: |
Jeremy P. Hitchcock
|
||
| Title: |
Manager
|
|
Zulu Holdings LLC
|
||
|
By:
|
Orbit Group LLC, its Manager
|
|
|
|
||
|
|
By:
|
/s/ Jeremy P. Hitchcock
|
| Name: |
Jeremy P. Hitchcock
|
||
| Title: |
President
|