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.
- Peter Lynch
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| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
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| SCHEDULE 13G | |
|
| |
| Under the Securities Exchange Act of 1934 | |
| (Amendment No. )* | |
|
1847 Goedeker Inc. | |
| (Name of Issuer) | |
|
Common Stock, par value $0.0001 | |
| (Title of Class of Securities) | |
|
28252C109 | |
| (CUSIP Number) | |
|
December 31, 2021 | |
| (Date of event which requires filing of this statement) | |
| Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed: | |
| x | Rule 13d-1(b) |
| ¨ | Rule 13d-1(c) |
| ¨ | Rule 13d-1(d) |
| (Page 1 of 9 Pages) | |
______________________________
*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).
| CUSIP No. 28252C109 | 13G | Page 2 of 9 Pages |
| 1 |
NAMES OF REPORTING PERSONS Brightlight Capital Management LP | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) x | ||
| 3 | SEC USE ONLY | |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER 0 | ||
| 6 |
SHARED VOTING POWER 7,916,141 shares (See Item 4)
| |||
| 7 |
SOLE DISPOSITIVE POWER 0 | |||
| 8 |
SHARED DISPOSITIVE POWER 7,916,141 shares (See Item 4)
| |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,916,141 shares (See Item 4)
| |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.44% (See Item 4) | |||
| 12 |
TYPE OF REPORTING PERSON IA | |||
| CUSIP No. 28252C109 | 13G | Page 3 of 9 Pages |
| 1 |
NAMES OF REPORTING PERSONS Brightlight Capital Management (GP) LLC | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) x | ||
| 3 | SEC USE ONLY | |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER 0 | ||
| 6 |
SHARED VOTING POWER 7,916,141 shares (See Item 4)
| |||
| 7 |
SOLE DISPOSITIVE POWER 0 | |||
| 8 |
SHARED DISPOSITIVE POWER 7,916,141 shares (See Item 4)
| |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,916,141 shares (See Item 4)
| |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.44% (See Item 4) | |||
| 12 |
TYPE OF REPORTING PERSON HC | |||
| CUSIP No. 28252C109 | 13G | Page 4 of 9 Pages |
| 1 |
NAMES OF REPORTING PERSONS Vadim Rubinchik | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) x | ||
| 3 | SEC USE ONLY | |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION United States | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER 0 | ||
| 6 |
SHARED VOTING POWER 7,916,141 shares (See Item 4)
| |||
| 7 |
SOLE DISPOSITIVE POWER 0 | |||
| 8 |
SHARED DISPOSITIVE POWER 7,916,141 shares (See Item 4)
| |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,916,141 shares (See Item 4)
| |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.44% (See Item 4) | |||
| 12 |
TYPE OF REPORTING PERSON HC | |||
| CUSIP No. 28252C109 | 13G | Page 5 of 9 Pages |
| Item 1(a). | NAME OF ISSUER: |
| The name of the issuer is 1847 Goedeker Inc. (the "Company"). | |
| Item 1(b). | ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: |
| The Company's principal executive offices are located at 3817 Millstone Parkway, St. Charles, MO 63301. | |
| Item 2(a). | NAME OF PERSON FILING: |
|
This statement is filed by the entities and persons listed below, who are collectively referred to herein as "Reporting Persons," with respect to the Common Stock (as defined in Item 2(d) below) of the Company:
Investment Manager
(i) Brightlight Capital Management LP (the "Brightlight Capital"), with respect to the shares of Common Stock held by funds to which Brightlight Capital serves as investment manager (the "Brightlight Funds").
Parent Holding Company/Control Person
(ii) Brightlight Capital Management (GP) LLC (the "BCM GP"), with respect to the shares of Common Stock held by the Brightlight Funds.
(iii) Mr. Vadim Rubinchik ("Mr. Rubinchik"), with respect to the shares of Common Stock held by the Brightlight Funds.
Brightlight Capital serves as the investment manager to the Brightlight Funds. Mr. Rubinchik is the Managing Member of BCM GP, the general partner of Brightlight Capital.
Brightlight Capital, BCM GP and Vadim Rubinchik have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 1.1, pursuant to which they have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Act.
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| Item 2(b). | ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: |
| The address of the business office of each of the Reporting Persons is: 15 Myrtle Ave, #1A Westport, CT 06880 | |
| Item 2(c). | CITIZENSHIP: |
| Citizenship is set forth in Row 4 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. |
| CUSIP No. 28252C109 | 13G | Page 6 of 9 Pages |
| Item 2(d). | TITLE OF CLASS OF SECURITIES: |
| Common Stock, par value $0.0001 (the "Common Stock") | |
| Item 2(e). | CUSIP NUMBER: |
| 28252C109 |
| Item 3. | IF THIS STATEMENT IS FILED PURSUANT TO RULES 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, | |
| (b) | ¨ | Bank as defined in Section 3(a)(6) of the Act, | |
| (c) | ¨ | Insurance Company as defined in Section 3(a)(19) of the Act, | |
| (d) | ¨ | Investment Company registered under Section 8 of the Investment Company Act of 1940, | |
| (e) | x | Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940, | |
| (f) | ¨ | Employee Benefit Plan or Endowment Fund in accordance with Rule 13d-1(b)(1)(ii)(F), | |
| (g) | x | Parent Holding Company or control person in accordance with Rule 13d-1(b)(1)(ii)(G), | |
| (h) | ¨ | Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act, | |
| (i) | ¨ | Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940, | |
| (j) | ¨ | A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), | |
| (k) | ¨ | Group, in accordance with Rule 13d-1(b)(1)(ii)(K). |
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If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: |
| CUSIP No. 28252C109 | 13G | Page 7 of 9 Pages |
| Item 4. | OWNERSHIP. | |
|
As of the close of business on December 31, 2021:
(a) Amount beneficially owned: 7,916,141 (b) Percent of Class: 7.44% (c) Number of shares as to which such person has: (i) Sole power to vote or direct the vote: -0- (ii) Shared power to vote or direct the vote: 7,916,141 (iii) Sole power to dispose or direct the disposition: -0- (iv) Shared power to dispose or direct the disposition: 7,916,141
Brightlight Capital, BCM GP and Vadim Rubinchik own no Shares directly. Brightlight Capital maintains investment and/or voting power with respect to certain funds advised by it. BCM GP is the general partner of Brightlight Capital. Mr. Rubinchik is the managing member of BCM GP. By reason of the provisions of Rule 13d-3 of the Securities Exchange Act of 1934, as amended, each of (i) Brightlight Capital, BCM GP and Mr. Rubinchik may be deemed to beneficially own 7,916,14 Shares (constituting approximately 7.44% of the Shares outstanding). Each of Brightlight Capital, BCM GP and Mr. Rubinchik disclaims beneficial ownership of any of the securities covered by this statement. |
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| Item 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. | |
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: [ ] | ||
| Item 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. | |
| Not applicable. | ||
| Item 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. | |
| See Exhibit 1.2 | ||
| CUSIP No. 28252C109 | 13G | Page 8 of 9 Pages |
| Item 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. |
| Not applicable. | |
| Item 9. | NOTICE OF DISSOLUTION OF GROUP. |
| Not applicable. | |
| Item 10. | CERTIFICATION. |
| Each of the Reporting Persons hereby makes the following certification: | |
| By signing below each Reporting Person certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
| CUSIP No. 28252C109 | 13G | Page 9 of 9 Pages |
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
DATED: February 11, 2022
| BRIGHTLIGHT CAPITAL MANAGEMENT LP | |
| By: Brightlight Capital Management (GP) LLC, its General Partner | |
| By: _/s/ Frank Giancarli___________________ | |
| Name: Frank Giancarli | |
| Title: Authorized Person | |
| BRIGHTLIGHT CAPITAL MANAGEMENT (GP) LLC | |
| By: Vadim Rubinchik, its General Partner | |
| By: _/s/ Vadim Rubinchik___________________ | |
| Name: Vadim Rubinchik | |
| Title: Managing Member | |
| _/s/ Vadim Rubinchik______________________ | |
| VADIM RUBINCHIK |