Sec Form 13D Filing - GWG Wind Down Trust filing for Beneficient (BENF) - 2024-03-04

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>>

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

 

 

 

Beneficient

(Name of Issuer)

 

Class A Common Stock, $0.001 par value

(Title of Class of Securities)

 

08178Q101

(CUSIP Number)

 

Elizabeth C. Freeman

c/o GWG Wind Down Trust

PO Box 61209, 700 Smith St.

Houston, TX 77208-1209 

 

(Name, Address and Telephone Number of Person Authorized to Receive

Notices and Communications)

 

March 1, 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 of Rules 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☐

 

 

 

 

 

 

CUSIP No. 08178Q101

 

1

NAME OF REPORTING PERSON.

 

GWG Wind Down Trust

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

(a) ☐ (b) ☒

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

OO

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Texas

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

166,954,417

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

166,954,417

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

166,954,417

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);

 

64.7%1

14

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

OO

 

(1)

Based on a total of 257,924,650 shares of the Issuer’s Class A common stock, $0.001 per value, outstanding as of February 29, 2024, as disclosed in the Issuer’s Preliminary Proxy Statement on Schedule 14A, filed with the SEC on February 29, 2024.

 

2

 

 

CUSIP No. 08178Q101

 

1

NAME OF REPORTING PERSON.

 

Elizabeth C. Freeman, solely in her capacity as trustee of the GWG Wind Down Trust

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

(a) ☐ (b) ☒

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

OO

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

166,954,417

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

166,954,417

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

166,954,417

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);

 

64.7%1

14

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IN

 

(1) Based on a total of 257,924,650 shares of the Issuer’s Class A common stock, $0.001 per value, outstanding as of February 29, 2024, as disclosed in the Issuer’s Preliminary Proxy Statement on Schedule 14A, filed with the SEC on February 29, 2024.

 

3

 

 

Amendment No. 3 to Schedule 13D

 

This Amendment No. 3 to Schedule 13D (“Amendment No. 3”) relates to the shares of Class A Common Stock, par value $0.001 per share (the “Common Stock”), of Beneficient (the “Issuer”) and amends that certain Schedule 13D jointly filed by GWG Wind Down Trust and Elizabeth C. Freeman (each, a “Reporting Person” and together, the “Reporting Persons”) on August 11, 2023, as amended on August 15, 2023 and on October 27, 2023 (together, the “Schedule 13D”). This Amendment No. 3 is being filed to reflect the Reporting Persons’ new percentage of holdings in the Issuer, which has decreased primarily as a result of the disposition of Common Stock by the Reporting Persons.

 

Certain terms used but not defined in this Amendment No. 3 have the meanings assigned thereto in the Schedule 13D, as previously filed by the Reporting Persons. Except as specifically provided herein, this Amendment No. 3 does not modify any of the information previously reported on the Schedule 13D.

 

Item 5 Interest in Securities of the Issuer

 

Item 5 is hereby amended and restated in its entirety as follows:

 

(a) and (b) The responses of each of the Reporting Persons with respect to Rows 11, 12, and 13 of the cover pages of this Amendment No. 3 that relate to the aggregate number and percentage of Common Stock of the Issuer are incorporated herein by reference.

 

The responses of each of the Reporting Persons with respect to Rows 7, 8, 9, and 10 of the cover pages of this Amendment No. 3 that relate to the number of shares of Common Stock as to which each of the persons or entities referenced in Item 2 above has sole or shared power to vote or to direct the vote of and sole or shared power to dispose of or to direct the disposition of (including but not limited to footnotes to such information) are incorporated herein by reference.

 

As of March 1, 2024, GWG Wind Down Trust was the record holder or beneficial owner of 166,954,417 shares of Common Stock in the aggregate, as is the sole trustee of GWG Wind Down Trust, and as such, Ms. Freeman may be deemed to have beneficial ownership of the securities directly held by GWG Wind Down Trust. Ms. Freeman has no pecuniary interest in such shares and disclaims beneficial ownership of such shares.

 

(c) In the past 60 days, GWG Wind Down Trust sold a total of 2,223,210 shares of Common Stock in open market transactions as set forth in Appendix A. Except as set forth in this Amendment No. 3, the Reporting Persons have not effected any transactions with respect to the Common Stock of the Issuer during the past 60 days.

 

(d) The beneficiaries of the GWG Wind Down Trust ultimately have the right to receive dividends from, or the proceeds from the sale of such securities.

 

(e) Not applicable.

 

4

 

 

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: March 4, 2024

 

GWG Wind Down Trust  
   
  /s/ Elizabeth C. Freeman
  Elizabeth C. Freeman
  Trustee
   
Elizabeth C. Freeman, solely in her capacity as Trustee and not in any individual capacity  
   
  /s/ Elizabeth C. Freeman
  Elizabeth C. Freeman

 

5

 

 

Appendix A

 

TRANSACTIONS IN THE COMMON SHARES EFFECTED BY THE REPORTING PERSONS

IN THE PAST 60 DAYS

 

The following table sets forth all transactions with respect to the Common Stock effected in the past 60 days by any of the Reporting Persons. All such transactions in the table were effected by the GWG Wind Down Trust in the open market.

 

Date of Transaction  Shares Sold  

Weighted Average
Price Per
Share ($)

 
January 2, 2024   5,600   $0.4895 
January 3, 2024   11,301   $0.4443 
January 4, 2024   700   $0.4372 
January 5, 2024   30,500   $0.3969 
January 8, 2024   5,677   $0.3977 
January 9, 2024   2,000   $0.3800 
January 10, 2024   2,000   $0.4019 
January 11, 2024   3,500   $0.4050 
January 12, 2024   1,200   $0.3997 
January 16, 2024   3,000   $0.4040 
January 17, 2024   6,000   $0.3844 
January 18, 2024   4,500   $0.3512 
January 19, 2024   24,000   $0.3250 
January 22, 2024   25,000   $0.3520 
January 23, 2024   11,500   $0.3419 
January 24, 2024   20,000   $0.3310 
January 25, 2024   50,000   $0.3316 
January 26, 2024   6,000   $0.3315 
January 29, 2024   12,500   $0.3340 
January 30, 2024   691   $0.3352 
January 31, 2024   12,022   $0.3274 
February 1, 2024   14,359   $0.3214 
February 2, 2024   5,339   $0.3149 
February 5, 2024   5,924   $0.3112 
February 6, 2024   6,898   $0.3062 
February 7, 2024   9,233   $0.3037 
February 8, 2024   22,393   $0.2886 
February 9, 2024   8,184   $0.2879 
February 12, 2024   7,600   $0.2967 
February 13, 2024   16,739   $0.2832 
February 14, 2024   1,442   $0.2844 
February 15, 2025   26,529   $0.2668 
February 16, 2024   11,205   $0.2561 
February 20, 2024   19,660   $0.2477 
February 21, 2024   27,869   $0.2351 
February 22, 2024   22,300   $0.2242 
February 23, 2024   500,000   $0.1929 
February 26, 2024   253,145   $0.1659 
February 27, 2024   250,000   $0.1436 
February 28, 2024   276,700   $0.1329 
February 29, 2024   250,000   $0.1295 
March 1, 2024   250,000   $0.1078 

 

 

6