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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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under
the Securities Exchange Act of 1934
(Amendment No. 11)*
Puerto
Rico Residents Tax-Free Fund VI, Inc.
(Name of Issuer)
Common
Shares, $0.01 par value
(Title of Class of Securities)
745276105
(CUSIP Number)
W.
Heath Hawk
GAM Tower, 2 Tabonuco St., Suite 200
Guaynabo, Puerto Rico 00968
(770)
777-9373
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October
12, 2023
(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 Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐
| * | 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).
CUSIP No. 745276105
| 1 | NAME OF REPORTING PERSON
Ocean Capital LLC |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a): ☐ (b): ☐ |
| 3 | SEC USE ONLY
|
| 4 | SOURCE OF FUNDS
WC |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Puerto Rico |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
0 |
| 8 | SHARED VOTING POWER
1,144,408 | |
| 9 | SOLE DISPOSITIVE POWER
0 | |
| 10 | SHARED DISPOSITIVE POWER
1,144,408 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
1,144,408 |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.9%1 |
| 14 | TYPE OF REPORTING PERSON
OO |
| 1 | The percentages used herein are calculated based upon 19,258,907 shares of common stock outstanding as of August 28, 2023, as disclosed in the Issuer’s proxy statement (the “Proxy Statement”) filed as DEF 14A with the Securities and Exchange Commission on September 13, 2023. |
2
CUSIP No. 745276105
| 1 | NAME OF REPORTING PERSON
William Heath Hawk |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a): ☐ (b): ☐ |
| 3 | SEC USE ONLY
|
| 4 | SOURCE OF FUNDS
WC, PF |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A. |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
0 |
| 8 | SHARED VOTING POWER
1,179,2171 | |
| 9 | SOLE DISPOSITIVE POWER
0 | |
| 10 | SHARED DISPOSITIVE POWER
1,179,2171 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
1,179,217 |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1%2 |
| 14 | TYPE OF REPORTING PERSON
IN |
| 1 | Consisting of (i) 34,809 shares held in a joint account of Mr. Hawk and his spouse and (ii) 1,144,408 shares held by Ocean Capital LLC, which are deemed to be beneficially owned by Mr. Hawk in his capacity as managing member of Ocean Capital LLC. |
| 2 | The percentages used herein are calculated based upon 19,258,907 shares of common stock outstanding as of August 28, 2023, as disclosed in the Proxy Statement. |
3
CUSIP No. 745276105
| 1 | NAME OF REPORTING PERSON
Brent D. Rosenthal |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a): ☐ (b): ☐ |
| 3 | SEC USE ONLY
|
| 4 | SOURCE OF FUNDS
|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A. |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
0 |
| 8 | SHARED VOTING POWER
0 | |
| 9 | SOLE DISPOSITIVE POWER
0 | |
| 10 | SHARED DISPOSITIVE POWER
0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
0 |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% |
| 14 | TYPE OF REPORTING PERSON
IN |
4
CUSIP No. 745276105
| 1 | NAME OF REPORTING PERSON
José R. Izquierdo II |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a): ☐ (b): ☐ |
| 3 | SEC USE ONLY
|
| 4 | SOURCE OF FUNDS
|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A. |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
0 |
| 8 | SHARED VOTING POWER
0 | |
| 9 | SOLE DISPOSITIVE POWER
0 | |
| 10 | SHARED DISPOSITIVE POWER
0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
0 |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% |
| 14 | TYPE OF REPORTING PERSON
IN |
5
CUSIP No. 745276105
| 1 | NAME OF REPORTING PERSON
Ethan A. Danial |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a): ☐ (b): ☐ |
| 3 | SEC USE ONLY
|
| 4 | SOURCE OF FUNDS< /font>
OO |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A. |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
0 |
| 8 | SHARED VOTING POWER
206,006 | |
| 9 | SOLE DISPOSITIVE POWER
0 | |
| 10 | SHARED DISPOSITIVE POWER
206,006 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
206,006 |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.1%2 |
| 14 | TYPE OF REPORTING PERSON
IN |
| 1 | Consisting of 206,006 shares owned by RAD Investments, LLC, which Mr. Danial as its manager may be deemed to beneficially own. |
| 2 | The percentages used herein are calculated based upon 19,258,907 shares of common stock outstanding as of August 28, 2023, as disclosed in the Proxy Statement. |
6
CUSIP No. 745276105
| 1 | NAME OF REPORTING PERSON
Mojdeh L. Khaghan |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a): ☐ (b): ☐ |
| 3 | SEC USE ONLY
|
| 4 | SOURCE OF FUNDS
|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A. |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
0 |
| 8 | SHARED VOTING POWER
0 | |
| 9 | SOLE DISPOSITIVE POWER
0 | |
| 10 | SHARED DISPOSITIVE POWER
0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
0 |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% |
| 14 | TYPE OF REPORTING PERSON
IN |
7
CUSIP No. 745276105
| 1 | NAME OF REPORTING PERSON
Ian McCarthy |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a): ☐ (b): ☐ |
| 3 | SEC USE ONLY
|
| 4 | SOURCE OF FUNDS
|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A. |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
0 |
| 8 | SHARED VOTING POWER
0 | |
| 9 | SOLE DISPOSITIVE POWER
0 | |
| 10 | SHARED DISPOSITIVE POWER
0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
0 |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% |
| 14 | TYPE OF REPORTING PERSON
IN |
8
CUSIP No. 745276105
The following constitutes Amendment No. 11 (“Amendment No. 11”) to the Schedule 13D filed by the undersigned with the Securities and Exchange Commission (the “SEC”) on October 6, 2021, as amended by the Amendment No. 1 filed on October 13, 2021, Amendment No. 2 filed on January 31, 2022, Amendment No. 3 filed on February 23, 2022, Amendment No. 4 filed on April 14, 2022, Amendment No. 5 filed on April 28, 2022, Amendment No. 6 filed on June 7, 2022, Amendment No. 7 filed on September 15, 2022, Amendment No. 8 filed on October 3, 2022, Amendment No. 9 filed on September 14, 2023 and Amendment No. 10 filed on September 22, 2023 (collectively, the “Schedule 13D”). This Amendment No. 11 amends the Schedule 13D as specifically set forth herein.
Item 4. PURPOSE OF TRANSACTION
Item 4 is hereby supplemented to add the following paragraphs:
On October 12, 2023, Ocean Capital, Mr. Hawk and Ian McCarthy (the “2023 Nominee” and together with Ocean Capital and Mr. Hawk, the “2023 Participants”) filed their definitive proxy statement and accompanying BLUE proxy card with the SEC in connection with the solicitation of proxies for the 2023 Annual Meeting, which is scheduled to be held on November 30, 2023.1 At the 2023 Annual Meeting, the 2023 Participants will seek shareholder approval of Ocean Capital’s proposals (i) to elect the 2023 Nominee to serve as a Class III director on the Board until his term expires at the Issuer’s 2026 annual meeting of shareholders or until his successor is duly elected and qualified and (ii) to repeal any provision of, or amendment to, the Bylaws adopted by the Board without shareholder approval subsequent to September 23, 2021, the date of Ocean Capital’s nomination notice to the Issuer with respect to the 2021 Annual Meeting.
Details of the proposals, including information about the 2023 Nominee, can be found in the 2023 Participants’ definitive proxy statement, which is available at no charge on the SEC’s website at http://www.sec.gov. The foregoing description of Ocean Capital’s proposals for the 2023 Annual Meeting is qualified in its entirety by the description of each proposal in Ocean Capital’s definitive proxy statement filed on October 12, 2023, as may be amended or supplemented from time to time.
The 2023 Participants are asking shareholders to vote on their BLUE proxy card “FOR” the 2023 Nominee and “FOR” each of Ocean Capital’s proposals.
| 1 | On September 13, 2023, the Issuer filed a definitive proxy statement for the 2023 Annual Meeting on DEF 14A. On October 2, 2023, the Issuer announced via its filing on DEFA14A that the 2023 Annual Meeting would be delayed until November 30, 2023 to provide stockholders the opportunity to consider and vote on Ocean Capital’s nominee and business proposal, and the record date (which had originally been set for August 28, 2023) would be moved to October 31, 2023. Further, the Issuer stated that it intended to file an amended and restated proxy statement and mail such proxy statement to the stockholders of the Issuer as of October 31, 2023. |
9
SIGNATURES
After reasonable inquiry and to the best of his, her or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: October 16, 2023
| Ocean Capital LLC | ||
| By: | /s/ William Heath Hawk | |
| Name: | William Heath Hawk | |
| Title: | Managing Member | |
| /s/ William Heath Hawk | ||
| William Heath Hawk | ||
| /s/ Brent D. Rosenthal | ||
| Brent D. Rosenthal | ||
| /s/ José R. Izquierdo II | ||
| José R. Izquierdo II | ||
| /s/ Ethan A. Danial | ||
| Ethan A. Danial | ||
| /s/ Mojdeh L. Khaghan | ||
| Mojdeh L. Khaghan | ||
| /s/ Ian McCarthy | ||
| Ian McCarthy | ||
10