Sec Form 13G Filing - HALPRYN GLENN L @ LADENBURG THALMANN FINL SVCS

Sec Form 13G Filing - HALPRYN GLENN L filing for LADENBURG THALMANN FINL SVCS (LTSL) - 2020-02-04

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.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Ladenburg Thalmann Financial Services Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

50575Q 10 2

(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 the 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).

CUSIP No. 50575Q 10 2

(1)	Includes: (a) 50,000 shares of Common Stock held by Mr. Halpryn; and (b) 206,667 shares of Common Stock held by Biscayne 4400 Partners LLLP, a Florida limited liability limited partnership, of which Mr. Halpryn is the manager of its general partner.

(2)

(3)

Includes: (a) 713,333 shares of Common Stock held by IVC Investors, LLLP, a Florida limited liability limited partnership, of which Mr. Halpryn is the president and the managing member of its general partner; (b) 213,333 shares of Common Stock held by Prine Intervest Limited, a British Virgin Islands entity, of which Mr. Halpryn is the president; (c) 200,000 shares of Common Stock held by Transworld Investment Corporation, a Delaware corporation, of which Mr. Halpryn is the president; (d) 96,000 shares of Common Stock held by Noritsu Investments, Corp., a Panama corporation, for which Mr. Halpryn has a durable power of attorney; and (e) 86,435 shares of Common Stock held by The Rosecrands Corporation, a Panama corporation, for which Mr. Halpryn has a durable power of attorney.

(4)	Except for the 50,000 shares of Common Stock held by Mr. Halpryn, Mr. Halpryn disclaims beneficial ownership of the shares of Common Stock except to the extent of his pecuniary interest therein.

(5)	Based on 149,170,717 shares of Common Stock outstanding as of December 19, 2019, as reported in the Issuer’s Definitive Proxy Statement on Schedule 14A, filed with the SEC on December 26, 2019.

CUSIP No. 50575Q 10 2

(1)	Based on 149,170,717 shares of Common Stock outstanding as of December 19, 2019, as reported in the Issuer’s Definitive Proxy Statement on Schedule 14A, filed with the SEC on December 26, 2019.

CUSIP No. 50575Q 10 2

(1)	Based on 149,170,717 shares of Common Stock outstanding as of December 19, 2019, as reported in the Issuer’s Definitive Proxy Statement on Schedule 14A, filed with the SEC on December 26, 2019.

CUSIP No. 50575Q 10 2

(1)	Based on 149,170,717 shares of Common Stock outstanding as of December 19, 2019, as reported in the Issuer’s Definitive Proxy Statement on Schedule 14A, filed with the SEC on December 26, 2019.

CUSIP No. 50575Q 10 2

(1)	Based on 149,170,717 shares of Common Stock outstanding as of December 19, 2019, as reported in the Issuer’s Definitive Proxy Statement on Schedule 14A, filed with the SEC on December 26, 2019.

CUSIP No. 50575Q 10 2

(1)	Based on 149,170,717 shares of Common Stock outstanding as of December 19, 2019, as reported in the Issuer’s Definitive Proxy Statement on Schedule 14A, filed with the SEC on December 26, 2019.

CUSIP No. 50575Q 10 2

(1)	Based on 149,170,717 shares of Common Stock outstanding as of December 19, 2019, as reported in the Issuer’s Definitive Proxy Statement on Schedule 14A, filed with the SEC on December 26, 2019.

CUSIP No. 50575Q 10 2

(1)	Based on 149,170,717 shares of Common Stock outstanding as of December 19, 2019, as reported in the Issuer’s Definitive Proxy Statement on Schedule 14A, filed with the SEC on December 26, 2019.

CUSIP No. 50575Q 10 2

(1)	Based on 149,170,717 shares of Common Stock outstanding as of December 19, 2019, as reported in the Issuer’s Definitive Proxy Statement on Schedule 14A, filed with the SEC on December 26, 2019.

CUSIP No. 50575Q 10 2

(1)	Based on 149,170,717 shares of Common Stock outstanding as of December 19, 2019, as reported in the Issuer’s Definitive Proxy Statement on Schedule 14A, filed with the SEC on December 26, 2019.

CUSIP No. 50575Q 10 2

(1)	Based on 149,170,717 shares of Common Stock outstanding as of December 19, 2019, as reported in the Issuer’s Definitive Proxy Statement on Schedule 14A, filed with the SEC on December 26, 2019.

CUSIP No. 50575Q 10 2

(1)	Based on 149,170,717 shares of Common Stock outstanding as of December 19, 2019, as reported in the Issuer’s Definitive Proxy Statement on Schedule 14A, filed with the SEC on December 26, 2019.

CUSIP No. 50575Q 10 2

(1)	Based on 149,170,717 shares of Common Stock outstanding as of December 19, 2019, as reported in the Issuer’s Definitive Proxy Statement on Schedule 14A, filed with the SEC on December 26, 2019.

ITEM 1(a):

Name of Issuer:

Ladenburg Thalmann Financial Services Inc. (the “Issuer”)

ITEM 1(b):

Address of Issuer’s Principal Executive Offices:

4400 Biscayne Boulevard, 12th Floor, Miami, Florida 33137

ITEM 2(a):

Name of Person Filing:

This Amendment No. 1 to Schedule 13G (this “Amendment No. 1”) is being filed jointly by Glenn Halpryn (“Halpryn”), Biscayne 4400 AL, LLC (“Biscayne AL”), Biscayne 4400 Partners, LLLP (“Biscayne Partners”), Biscayne Biotech Holdings, LLC (“Biscayne Biotech”), Biscayne Pulmonary Holding, LLC (“Biscayne Pulmonary”), HA-LEN, L.L.C. (“HA-LEN”), Halpryn Group VI, LLC (“Halpryn Group”), IVC Investors LLLP (“IVC”), Prine Intervest Limited (“Prine”), Stem Cell Therapeutics LLC (“Stem Cell”), Transworld Investments Corporation (“Transworld”), Noritsu Investments, Corp. (“Noritsu”), and The Rosecrands Corporation (“Rosecrands,” and together with Halpryn, Biscayne AL, Biscayne Biotech, Biscayne Pulmonary, HA-LEN, Halpryn Group, IVC, Transworld and Noritsu, collectively, the “Reporting Persons”).

ITEM 2(b):

Address of Principal Business Office or, if None, Residence:

The principal business address of Mr. Halpryn, Biscayne AL, Biscayne Partners, Biscayne Biotech, Biscayne Pulmonary, HA-LEN, Halpryn Group, IVC, Prine, Stem Cell and Transworld is 4400 Biscayne Boulevard, Suite 950, Miami, Florida 33137-3212.

The principal business address of Noritsu and Rosecrands is 6001 Broken Sound Parkway NW, Suite 424, Boca Raton, Florida 33487.

ITEM 2(c):

Citizenship:

Mr. Halpryn is a citizen of the United States of America.

Biscayne AL is a Delaware limited liability company.

Biscayne Partners is a Florida limited liability limited partnership.

Biscayne Biotech is a Florida limited liability company.

Biscayne Pulmonary is a Florida limited liability company.

HA-LEN is a Florida limited liability company.

Halpryn Group is a Florida limited liability company.

IVC is a Florida limited liability limited partnership.

Prine is a British Virgin Islands entity.

Stem Cell is a Florida limited liability company.

Transworld is a Delaware corporation.

Noritsu is a Panama corporation.

Rosecrands is a Panama corporation.

ITEM 2(d):

Title of Class of Securities:

Common Stock, par value $0.0001 per share

ITEM 2(e):

CUSIP Number:

50575Q 10 2

ITEM 3:

If This Statement is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a:


(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 association 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)	☐	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);

(k)	☐	Group, in accordance with §240.13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:

Not applicable.

ITEM 4:

Ownership.

(a)

Amount Beneficially Owned:

See the responses to Item 9 on the cover pages hereto.

(b)

Percent of Class:

See the responses to Item 11 on the cover pages hereto.

(c)

Number of Shares as to which such person has:

(i)

Sole power to vote or to direct the vote:

See the responses to Item 5 on the cover pages hereto.

(ii)

Shared power to vote or to direct the vote:

See the responses to Item 6 on the cover pages hereto.

(iii)

Sole power to dispose or to direct the disposition of:

See the responses to Item 7 on the cover pages hereto.

(iv)

Shared power to dispose or to direct the disposition of:

See the responses to Item 8 on the cover pages hereto.

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 ☒.

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:

Not applicable.

ITEM 8:

Identification and Classification of Members of the Group:

Not applicable.

ITEM 9:

Notice of Dissolution of a Group:

Not applicable.

ITEM 10:

Certifications:

Not applicable.

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.

February 3, 2020

Date


Glenn L. Halpryn

/s/ Glenn L. Halpryn

Biscayne 4400 AL, LLC

By:		/s/ Glenn L. Halpryn
		Glenn L. Halpryn
		Manager

Biscayne 4400 Partners, LLLP

By:		Biscayne 4400 Management LLC, its General Partner

By:		/s/ Glenn L. Halpryn
		Glenn L. Halpryn
		Manager

Biscayne Biotech Holdings, LLC

By:		/s/ Glenn L. Halpryn
		Glenn L. Halpryn
		Manager

Biscayne Pulmonary Holding, LLC

By:		/s/ Glenn L. Halpryn
		Glenn L. Halpryn
		Manager

HA-LEN, L.L.C.

By:		/s/ Glenn L. Halpryn
		Glenn L. Halpryn
		Manager


Halpryn Group VI, LLC

By:		/s/ Glenn L. Halpryn
		Glenn L. Halpryn
		Manager

Stem Cell Therapeutics, LLC

By:		/s/ Glenn L. Halpryn
		Glenn L. Halpryn
		Manager

IVC Investors, LLLP

By:		/s/ Glenn L. Halpryn
		Glenn L. Halpryn
		President

Prine Intervest Limited

By:		/s/ Glenn L. Halpryn
		Glenn L. Halpryn
		President

Transworld Investment Corporation

By:		/s/ Glenn L. Halpryn
		Glenn L. Halpryn
		President

Noritsu Investments, Corp.

By:		/s/ Alan Jay Weisberg
		Alan Jay Weisberg
		President

The Rosecrands Corporation

By:		/s/ Alan Jay Weisberg
		Alan Jay Weisberg
		President


Exhibit		Description of Exhibit

A		Joint Filing Agreement (incorporated herein by reference to Exhibit A to the Schedule 13G filed on February 11, 2019 by the Reporting Persons with the Securities and Exchange Commission)

Names of Reporting Persons

Glenn L. Halpryn

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ☐ (b) ☐

SEC Use Only

Citizenship or Place of Organization

United States of America