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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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. __)*
| FUSION FUEL GREEN PLC |
|
(Name of Issuer)
|
| Class A Ordinary Shares, $0.0001 par value per share |
|
(Title of Class of Securities)
|
| G3R25D 118 |
|
(CUSIP Number)
|
| December 10, 2020 |
|
(Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ | Rule 13d-1(b) |
| ☒ | Rule 13d-1(c) |
| ☐ | Rule 13d-1(d) |
* 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 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 |
NAMES OF REPORTING PERSONS
The Jeffrey Schwarz Children’s Trust | |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a) ☐ (b) ☐
|
| 3 |
SEC USE ONLY
| |
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
New York | |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
587,041 Shares |
| 6 |
SHARED VOTING POWER
0 Shares | |
| 7 |
SOLE DISPOSITIVE POWER
587,041 Shares | |
| 8 |
SHARED DISPOSITIVE POWER
0 Shares |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
587,041 Shares | |
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.91% | |
| 12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | |
2
| 1 |
NAMES OF REPORTING PERSONS
Craig Frank | |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a) ☐ (b) ☐
|
| 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
587,041 Shares |
| 6 |
SHARED VOTING POWER
0 Shares | |
| 7 |
SOLE DISPOSITIVE POWER
587,041 Shares | |
| 8 |
SHARED DISPOSITIVE POWER
0 Shares |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
587,041 Shares | |
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.91% | |
| 12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN | |
3
| Item 1(a). | Name of Issuer: |
Fusion Fuel Green plc (“Issuer”)
| Item 1(b.) | Address of Issuer’s Principal Executive Offices: |
10 Earlsfort Terrace, Dublin 2, D02 T380, Ireland.
| Item 2(a). | Name of Person Filing: |
The Jeffrey Schwarz Children’s Trust (“Trust”) and Mr. Craig Frank are referred to herein as the “Reporting Persons.” Mr. Frank is the trustee of the Trust.
| Item 2(b). | Address of Principal Business Office or, if None, Residence: |
The address of the Reporting Persons is:
c/o Fusion Fuel Green plc
10 Earlsfort Terrace
Dublin 2, D02 T380, Ireland
| Item 2(c). | Citizenship: |
The Trust was formed under the laws of the State of New York. Mr. Frank is an individual citizen of the United States.
| Item 2(d). | Title of Class of Securities: |
Class A Ordinary Shares, par value $0.0001 per share (“Class A Ordinary Shares”).
| Item 2(e). | CUSIP Number: |
G3R25D 118
| 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 Exchange Act; | |
| (b) | ☐ | Bank as defined in Section 3(a)(6) of the Exchange Act; | |
| (c) | ☐ | Insurance company as defined in Section 3(a)(19) of the Exchange Act; | |
| (d) | ☐ | Investment company registered under Section 8 of the Investment Company Act; | |
| (e) | ☐ | An investment adviser in accordance with Rule 13d-1(b)(ii)(E); | |
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); | |
| (g) | ☐ | A parent holding company or control person in accordance with Rule 13d-1(b)(ii)(G) | |
| (h) | ☐ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; | |
| (i) | ☐ | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; | |
| (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). |
If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution:
4
| Item 4. | Ownership. |
(a) Amount Beneficially Owned: 587,041 Class A Ordinary Shares. Such amount includes 447,077 Class A Ordinary Shares issuable upon the exercise of warrants.
(b) Percent of Class: 5.91%, based on 9,483,356 Class A Ordinary Shares outstanding, as reported in the issuer’s 20FR12B filed on December 17, 2020.
(c) Number of shares as to which the person has
(i) Sole power to vote or direct the vote: 587,041
(ii) Shared power to vote or direct the vote: 0
(iii) Sole power to dispose or direct the disposition: 587,041
(iv) Shared power to dispose or direct the disposition: 0
| 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. |
None.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
None.
| Item 8. | Identification and Classification of Members of the Group. |
None.
| Item 9. | Notice of Dissolution of Group. |
None.
| Item 10. | Certifications. |
None.
5
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.
Dated: December 31, 2020
| THE JEFFREY SCHWARZ CHILDREN’S TRUST | ||
| By: | /s/ Craig Frank | |
| Name: | Craig Frank | |
| Title: | Trustee | |
| /s/ Craig Frank | ||
| Craig Frank | ||
6