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. ________)*
Acorn Energy, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
004848107
(CUSIP Number)
Jan H. Loeb, c/o Acorn Energy, Inc., 1000 N West St., Suite 1200, Wilmington DE 19801
(302) 656-1708
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 28, 2019
(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 §§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 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 (“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. 004848107 | 13D | Page 2 of 5 Pages |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Leap Tide Capital Acorn LLC | |
| 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)
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
DE |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER
4,372,017 | ||
| 8. | SHARED VOTING POWER
00,000 | |||
| 9. | SOLE DISPOSITIVE POWER
4,372,017 | |||
| 10. | SHARED DISPOSITIVE POWER
00,000 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,372,017 | |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) [ ]
| |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.0% | |
| 14. | TYPE OF REPORTING PERSON (see instructions)
OO |
| CUSIP No. 004848107 | 13D | Page 3 of 5 Pages |
Item 1. Security and Issuer.
This statement relates to the Common Stock, par value $.01, of Acorn Energy, Inc., whose principal executive offices are located at 1000 N West St., Suite 1200, Wilmington, Delaware 19801.
Item 2. Identity and Background.
This statement is filed by Leap Tide Capital Acorn LLC, whose address is 10451 Mill Run Circle, Suite 400, Owings Mills, Maryland 21117.
The sole manager of Leap Tide Capital Acorn LLC, with sole voting and dispositive power over the securities held by such entity, is Jan H. Loeb, whose address is c/o Leap Tide Capital Management, 10451 Mill Run Circle, Suite 400, Owings Mills, Maryland 21117. Mr. Loeb is the President, CEO and a Director of Acorn Energy, Inc.
During the last five years, neither Leap Tide Capital Acorn LLC nor Mr. Loeb has been convicted in a criminal proceeding (excluding traffic violations or other similar misdemeanors), and neither has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in either Leap Tide Capital Acorn LLC or Mr. Loeb being subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.
Mr. Loeb is a US citizen.
Item 3. Source or Amount of Funds or Other Consideration.
Leap Tide Capital Acorn LLC acquired 4,042,396 shares in the Acorn Energy, Inc. Rights Offering in June 2019 at the subscription price of $0.24 per share pursuant to the related Rights Offering Backstop Agreement with capital contributions of the members of the LLC, and acquired 329,621 shares from Jan H. Loeb as part of his capital contribution to the LLC.
Mr. Loeb beneficially owns, and has sole voting and dispositive power with respect to, 7,445,521 shares of Common Stock of Acorn Energy, Inc. Other than the shares purchased in the Acorn Energy, Inc. Rights Offering and pursuant to the related Rights Offering Backstop Agreement, as described below, the shares beneficially owned by Mr. Loeb were acquired over time in multiple open-market transactions, each at the respective market price per share at the time the purchases were made, and were purchased with Mr. Loeb’s personal funds. The exercisable options and warrants held by Mr. Loeb were awarded at various times to Mr. Loeb by Acorn Energy, Inc., as compensation for his service as the company’s President and CEO. Mr. Loeb purchased 461,589 shares in the Acorn Energy, Inc. Rights Offering in June 2019 at the subscription price of $0.24 per share with his personal funds and, pursuant to the related Rights Offering Backstop Agreement, PENSCO Trust Company Custodian FBO JAN LOEB IRA acquired 1,366,666 shares at $0.24 per share with Loeb’s personal funds, and Leap Tide Capital Acorn LLC, of which Mr. Loeb is the sole manager, acquired 4,042,396 shares at $0.24 per share with capital contributions of the members of the LLC.
Item 4. Purpose of Transaction.
The shares beneficially owned by Leap Tide Capital Acorn LLC have been acquired for investment purposes. Leap Tide Capital Acorn LLC may in the future acquire additional shares of Common Stock of Acorn Energy, Inc., and may dispose of all or a portion of the Common Stock it beneficially owns in one or more open-market or privately-negotiated transactions.
The shares beneficially owned by Mr. Loeb have been acquired for investment purposes. Mr. Loeb may in the future acquire additional shares of Common Stock of Acorn Energy, Inc., and may dispose of all or a portion of the Common Stock he beneficially owns in one or more open-market or privately-negotiated transactions.
| CUSIP No. 004848107 | 13D | Page 4 of 5 Pages |
Item 5. Interest in Securities of the Issuer.
Leap Tide Capital Acorn LLC beneficially owns 4,372,017 shares, representing 11.0% of the total shares outstanding, of Common Stock of Acorn Energy, Inc. The sole manager of Leap Tide Capital Acorn LLC, with sole voting and dispositive power over the securities held by such entity, is Jan H. Loeb. Mr. Loeb is the President, CEO and a Director of Acorn Energy, Inc.
Transactions affecting Leap Tide Capital Acorn LLC’s beneficial ownership of Acorn Energy, Inc., Common Stock during the past 60 days are as follows:
1. Leap Tide Capital Acorn LLC purchased 4,042,396 shares on 6/28/19 at the subscription price of $0.24 per share pursuant to the Rights Offering Backstop Agreement in the Acorn Energy, Inc. Rights Offering; and
2. Leap Tide Capital Acorn LLC acquired 329,621 shares from Jan H. Loeb on 6/28/19 as part of his capital contribution to the LLC.
Mr. Loeb beneficially owns, and has sole voting and dispositive power with respect to, 7,445,521 shares, representing 18.76% of the total shares outstanding, of Common Stock of Acorn Energy, Inc. Mr. Loeb’s beneficial holdings include 1,611,422 issued and outstanding shares held by him directly, 1,366,666 shares held by PENSCO Trust Company Custodian FBO JAN LOEB IRA, 4,372,017 shares held by Leap Tide Capital Acorn LLC, 60,416 shares underlying currently exercisable options held by Mr. Loeb, and 35,000 currently exercisable warrants held by Leap Tide Capital Management LLC. Mr. Loeb is the sole manager of each of Leap Tide Capital Acorn LLC and Leap Tide Capital Management LLC, with sole voting and dispositive power over the securities held by such entities. Mr. Loeb disclaims beneficial ownership of the securities held by Leap Tide Capital Acorn LLC and Leap Tide Capital Management LLC except to the extent of his pecuniary interest therein.
Transactions affecting Mr. Loeb’s beneficial ownership of Acorn Energy, Inc., Common Stock during the past 60 days are as follows:
1. Mr. Loeb purchased 461,589 shares on 6/24/19 at the subscription price of $0.24 per share in the Acorn Energy, Inc. Rights Offering;
2. PENSCO Trust Company Custodian FBO JAN LOEB IRA acquired 1,366,666 shares at $0.24 per share on 6/28/19 pursuant to the Rights Offering Backstop Agreement; and
3. Leap Tide Capital Acorn LLC, of which Mr. Loeb is the sole manager, acquired 4,042,396 shares at $0.24 per share on 6/28/19 pursuant to the Rights Offering Backstop Agreement.
No other person has the right to receive, or the power to direct the receipt of, dividends from, or the proceeds of the sale of, any of the Common Stock of Acorn Energy, Inc., beneficially owned by Leap Tide Capital Acorn LLC or Mr. Loeb.
Item 6. Contracts, Arrangements, Understandings o r Relationships with Respect to Securities of the Issuer.
None.
Item 7. Material to Be Filed as Exhibits.
None.
| CUSIP No. 004848107 | 13D | Page 5 of 5 Pages |
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.
| LEAP TIDE CAPITAL ACORN LLC | ||
| By: /s/ Jan H. Loeb | ||
| Jan H. Loeb, Manager | ||
| July 8, 2019 |