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, DC 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Legacy Education Alliance, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
52472J108
(CUSIP Number)
December 31, 2019
(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 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: 52472J108 | Schedule 13G/A | Page 2 of 4 |
| 1 | NAME OF REPORTING PERSON
David S. Nagelberg | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
USA | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
2,102,054 | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
2,102,054 | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
2,102,054 (See Item 4) | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.08% (See Item 4) | |||||
| 12 | TYPE OF REPORTING PERSON
IN (Individual) | |||||
| CUSIP: 52472J108 | Schedule 13G/A | Page 3 of 4 |
| Item 1(a). | Name of Issuer: |
Legacy Education Alliance, Inc.
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
1612 Cape Coral Parkway East
Cape Coral, Florida 33904
| Item 2(a). | Name of Person Filing: |
This statement is filed by David S. Nagelberg with respect to shares of Common Stock that he may be deemed to beneficially own.
| Item 2(b). | Address of Principal Business Office or, if None, Residence: |
David S. Nagelberg
c/o
Drinker Biddle & Reath LLP
1177 Avenue of the Americas, 41st Fl.
New York, NY 10036
Attention: Peter J. Gennuso, Esq.
| Item 2(c). | Citizenship: |
Mr. Nagelberg is a citizen of the United States of America.
| Item 2(d). | Title of Class of Securities: |
Common Stock, par value $0.0001 per share
| Item 2(e). | CUSIP Number: |
52472J108
| Item 3. | If this statement is filed pursuant to Rule 13d-1(b) or Rule 13d-2(b) or (c), check whether the person filing is a: |
Not Applicable.
| (a) | ☐ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | ||
| (b) | ☐ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | ||
| (c) | ☐ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | ||
| (d) | ☐ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | ||
| (e) | ☐ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | ||
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | ||
| (g) | ☐ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | ||
| (h) | ☐ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | ||
| (i) | ☐ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | ||
| (j) | ☐ | Group, in accordance with §240.13d-1(b)(1)(ii)(J). | ||
| CUSIP: 52472J108 | Schedule 13G/A | Page 4 of 4 |
| Item 4. | Ownership: |
| (a) | Amount beneficially owned: 2,102,054 (1) |
| ||||||
| (b) | Percent of class: 9.08% (2) |
| ||||||
| (c) | Number of shares as to which such person has: |
| ||||||
| (i) | Sole power to vote or to direct the vote: | 2,102,054 | ||||||
| (ii) | Shared power to vote or to direct the vote: | 0 | ||||||
| (iii) | Sole power to dispose or to direct the disposition of: | 2,102,054 | ||||||
| (iv) | Shared power to dispose or to direct the disposition of: | 0 | ||||||
| (1) | 2,102,054 shares held by the David S. Nagelberg Roth IRA for the benefit of the reporting person and over which the reporting person has voting and dispositive control. |
| (2) | Based on 23,162,502 shares of Common Stock reported by Legacy Education Alliance, Inc. as outstanding as of November 13, 2019 in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, as filed with the U.S. Securities and Exchange Commission on November 13, 2019. |
| 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 5 percent of the class of securities, check the following ☐.
Not Applicable.
| 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 or Control Person: |
Not Applicable.
| Item 8. | Identification and Classification of Members of the Group: |
Not Applicable.
| Item 9. | Notice of Dissolution of Group: |
Not Applicable.
| Item 10. | Certifications: |
By signing below I certify that, to the best of my 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, other than activities solely in connection with a nomination under Rule 14a-11.
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: January 30, 2020
| DAVID S. NAGELBERG | ||
| By: | /s/ David S. Nagelberg | |
| Name: | David S. Nagelberg | |