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.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
LL Flooring Holdings, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
55003T107
(CUSIP Number)
Avi Cohen
2350 W O Smith Street
Lawrenceburg, TN 38464
617-851-9635
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
May 31, 2024
(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 § 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(b) 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 (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).
SCHEDULE 13D
CUSIP No. 55003T107
| 1 | Names of Reporting Persons
F9 Investments, LLC (Single Member LLC with Thomas D. Sullivan Single Member) | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds
PF | |||||
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e):
☐ | |||||
| 6 |
Citizenship or Place of Organization
Florida | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
7 | Sole Voting Power
0 | ||
| 8 | Shared Voting Power
2,698,907 | |||
| 9 | Sole Dispositive Power
0 | |||
| 10 | Shared Dispositive Power
2,698,907 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,698,907 | |||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
| 13 | Percent of Class Represented by Amount in Row (11)
8.8% | |||||
| 14 | Type of Reporting Person
PN | |||||
SCHEDULE 13D
CUSIP No. 55003T107
| 1 | Names of Reporting Persons
Thomas D. Sullivan | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds
PF | |||||
| 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 | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
7 | Sole Voting Power
0 | ||
| 8 | Shared Voting Power
1,100 | |||
| 9 | Sole Dispositive Power
0 | |||
| 10 | Shared Dispositive Power
1,100 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,100 | |||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
| 13 | Percent of Class Represented by Amount in Row (11)
Less than 1% | |||||
| 14 | Type of Reporting Person
IN | |||||
SCHEDULE 13D
CUSIP No. 55003T107
| 1 | Names of Reporting Persons
John Jason Delves | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds
PF | |||||
| 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 | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
7 | Sole Voting Power
0 | ||
| 8 | Shared Voting Power
13,000 | |||
| 9 | Sole Dispositive Power
0 | |||
| 10 | Shared Dispositive Power
13,000 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
13,000 | |||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
| 13 | Percent of Class Represented by Amount in Row (11)
Less than 1% | |||||
| 14 | Type of Reporting Person
IN | |||||
AMENDMENT NO. 8 TO SCHEDULE 13D
This Amendment No. 8 to Schedule 13D (this “Amendment”) relates to the common stock, par value $0.001 per share (the “Common Stock”), of LL Flooring Holdings, Inc., a Delaware corporation (“LL”). This Amendment is being filed to amend the Schedule 13D that was originally filed on May 25, 2023, as amended by Amendment No. 1 filed on May 30, 2023, Amendment No. 2 filed on June 12, 2023, Amendment No. 3 filed on August 17, 2023, Amendment No. 4 filed on November 14, 2023, Amendment No. 5 filed on January 18, 2024, Amendment No. 6 filed on April 11, 2024 and Amendment No. 7 filed on May 2, 2024 (collectively, the “Schedule 13D”). Other than information set forth on the cover pages and Items 2 and 4 below, no other information in the Schedule 13D is being amended. Unless otherwise indicated in this Amendment, all capitalized terms have the meanings ascribed to them in the Schedule 13D.
Item 2. Identity and Background.
On May 31, 2024, F9, Thomas D. Sullivan, John Jason Delves and Jill Witter (collectively, the “Participants”) filed a contested definitive proxy statement with the SEC (the “Proxy Statement”) relating to the 2024 Annual Meeting of Stockholders of LL (the “Annual Meeting”). Such Proxy Statement named Mr. Sullivan, Mr. Delves and Ms. Witter as director-nominees for election to the board of directors of LL (the “Board”).
Item 4. Purpose of Transaction
On May 31, 2024, the Participants filed the Proxy Statement described in Item 2 above, which is incorporated in this Item 4 by reference. The matters described in the Proxy Statement to be considered and voted upon at the Annual Meeting consist of the six following proposals:
| 1. | Election of Thomas D. Sullivan, John Jason Delves and Jill Witter to serve as directors of LL to hold office until the 2027 annual meeting of stockholders, or until their successors are duly elected and qualified; |
| 2. | Consideration of an advisory vote to approve executive compensation; |
| 3. | Consideration of LL’s proposal to approve an amendment and restatement of its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to declassify the Board of Directors of LL; |
| 4. | Consideration of LL’s proposal to approve an amendment and restatement of the Certificate of Incorporation to increase the number of shares of Common Stock authorized for issuance; |
| 5. | Ratification of the selection of Ernst & Young LLP as LL’s independent registered public accounting firm for the fiscal year ending December 31, 2024; and |
| 6. | Stockholder proposal, if properly presented at the 2024 Annual Meeting, to amend LL’s Second Amended and Restated Bylaws to permit stockholders holding at least 10% of the outstanding shares of Common Stock to call a stockholder meeting. |
IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT
THIS SCHEDULE 13D IS NOT A SOLICITATION AND THE REPORTING PERSONS ARE NOT HEREBY SOLICITING ANY STOCKHOLDER OF LL TO VOTE, WITHHOLD A VOTE, GRANT A PROXY WITH REGARD TO, OR IN ANY WAY TAKE ANY ACTION WITH REGARD TO, OR IN ANY OTHER WAY TAKE ACTION WITH REGARD TO THE ELECTION OF DIRECTORS OR ANY OTHER MATTER.
The Participants have filed a proxy statement with the United States Securities and Exchange Commission (the “SEC”) in connection with the solicitation of proxies for the Annual Meeting and intend to furnish the definitive proxy statement to holders of the Common Stock, together with a gold proxy card. INVESTORS ARE STRONGLY ADVISED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) THAT THE PARTICIPANTS FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors may obtain a free copy of the proxy statement, any amendments or supplements to the proxy statement and other documents that the Participants file with the SEC from the SEC’s website at www.sec.gov.
The Reporting Persons and the Participants may be deemed to be participants in the solicitation of proxies from holders of the Common Stock in connection with the matters to be considered at the Annual Meeting. Information about such Participants’ beneficial ownership of the Common Stock is set forth in the Schedule 13D. Additional information regarding the interests of Participants in the solicitation of proxies in connection with the Annual Meeting are included in the Proxy Statement.
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: May 31, 2024 | F9 INVESTMENTS, LLC | |||||
| By: | /s/ Thomas D. Sullivan | |||||
| Name: Thomas D. Sullivan | ||||||
| Title: Managing Member, Single Member | ||||||
| /s/ Thomas D. Sullivan | ||||||
| Name: Thomas D. Sullivan | ||||||
| /s/ John Jason Delves | ||||||
| Name: John Jason Delves | ||||||