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 filing this
schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
¨
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
).
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CUSIP No.
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830566 10 5
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13D
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Page
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2
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of
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5
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1
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NAME OF
REPORTING PERSONS
Gil Schwartzberg
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS)
(a)
¨
(b)
þ
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
N/A
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5
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CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
4,804,636 (SEE ITEM 5)
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8
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SHARED VOTING POWER
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9
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SOLE DISPOSITIVE POWER
4,804,636 (SEE ITEM 5)
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10
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SHARED DISPOSITIVE POWER
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
4,804,636
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
10.7% (SEE ITEM 5)
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14
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
IN
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CUSIP No.
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830566 10 5
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13D
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Page
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3
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of
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This Amendment No. 12
(this Amendment) amends the Statement on Schedule 13D that was filed with the Securities and Exchange Commission on September 21, 2009 (the Schedule 13D) by the Robert Y. Greenberg 2009 Annuity GRAT (the RYG 2009
GRAT), the M. Susan Greenberg Annuity Trust (the MSG 2009 GRAT), and Gil Schwartzberg, who is sole trustee of the RYG 2009 GRAT and the MSG 2009 GRAT.
Unless indicated otherwise, all items left blank remain unchanged and any items that are reported are deemed to amend and supplement the
existing items in the Schedule 13D, as previously amended. Capitalized terms used in this Amendment and not defined herein have the respective meanings ascribed to such terms in the Schedule 13D, as previously amended.
Item 1. Security and Issuer
Item 2. Identity and Background
This Amendment to the Schedule 13D is being filed by Gil Schwartzberg (the Reporting Person), as sole trustee of each of the RYG
2011 GRAT, the MSG 2011 GRAT, the RYG 2012 GRAT, the MSG 2012 GRAT, the RYG 2014 GRAT and the MSG 2014 GRAT.
The Reporting Person is an
American citizen and his present principal occupation is attorney. The Reporting Persons principal business address is 269 S. Beverly Drive, #1315, Beverly Hills, California 90212. During the last five years, the Reporting Person has not been
convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as
a result of which he was or is 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 violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
On March 6, 2014, 197,552 shares of Class B Common Stock, par value $0.001 per share (Class B Common Stock), of the Issuer were
distributed from the RYG 2012 GRAT to the Greenberg Family Trust, of which Robert Greenberg and M. Susan Greenberg are co-trustees (the Greenberg Family Trust), and 197,552 shares of Class B Common Stock of the Issuer were
distributed from the MSG 2012 GRAT to the Greenberg Family Trust (collectively, the Distributions).
Item 4. Purpose of Transaction
The Distributions were made to the Greenberg Family Trust for estate planning purposes under the terms of the RYG 2012 GRAT and
the MSG 2012 GRAT. No consideration was paid by the Greenberg Family Trust for the Distributions.
Except as set forth in this Statement,
the Reporting Person currently does not have any plans or proposals of the type set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D. However, the Reporting Person reserves the right to change his plan at any time, as he
deems appropriate, and accordingly the Reporting Person may acquire additional shares of Class B Common Stock in private transactions or additional shares of Class A Common Stock in open market transactions, in each case for investment
purposes, and may dispose of shares of Class B Common Stock in private or open market transactions or shares of Class A Common Stock (or Class B Common Stock, after conversion into Class A Common Stock) in private or open market
transactions or otherwise. Any decision by the Reporting Person either to purchase additional shares of Class A Common Stock or Class B Common Stock or to dispose of any such shares will take into account various factors, including general
economic and stock market considerations.
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CUSIP No.
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830566 10 5
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13D
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Page
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4
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of
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5
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Pages
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Item 5. Interest in Securities of
the Issuer
(a) The responses of the Reporting Person to Rows (11) through (13) of the cover page of this Amendment to
the Schedule 13D are incorporated herein by reference. As of March 6, 2014, the Reporting Person beneficially owned 4,804,636 shares of Class A Common Stock as follows: (i) 364,366 shares of Class A Common Stock via his indirect
holding of the same number of shares of Class B Common Stock as sole trustee of the RYG 2011 GRAT, (ii) 364,366 shares of Class A Common Stock via his indirect holding of the same number of shares of Class B Common Stock as sole trustee of the MSG
2011 GRAT, (iii) 537,952 shares of Class A Common Stock via his indirect holding of the same number of shares of Class B Common Stock as sole trustee of the RYG 2012 GRAT, (iv) 537,952 shares of Class A Common Stock via his indirect
holding of the same number of shares of Class B Common Stock as sole trustee of the MSG 2012 GRAT, (v) 1,500,000 shares of Class A Common Stock via his indirect holding of the same number of shares of Class B Common Stock as sole trustee of the RYG
2014 GRAT and (vi) 1,500,000 shares of Class A Common Stock via his indirect holding of the same number of shares of Class B Common Stock as sole trustee of the MSG 2014 GRAT.
The Reporting Person beneficially owns 10.7% of the Class A Common Stock, which is based on 39,974,743 shares of Class A Common
Stock outstanding as of March 6, 2014 and 4,804,636 shares of Class B Common Stock beneficially owned by the Reporting Person that may be converted at any time into shares of Class A Common Stock. The Reporting Person beneficially
owns 44.2% of the Class B Common Stock which is based on 10,859,398 shares of Class B Common Stock outstanding as of March 6, 2014. The Reporting Person beneficially owns 9.5% of the aggregate amount of Class A and Class B Common Stock
outstanding as March 6, 2014. Each share of Class B Common Stock is entitled to 10 votes and each share of Class A Common Stock is entitled to one vote. Based on the aggregate amount of Class A and Class B Common Stock outstanding as
of March 6, 2014, the Reporting Person beneficially owns 32.3% of the combined voting power of the Issuers capital stock. The Reporting Person disclaims beneficial ownership of the 4,804,636 shares of Class B Common Stock except to
the extent of his pecuniary interest therein, and this schedule shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended,
or for any other purpose.
(b) The responses of the Reporting Person to Rows (7) through (10) of the cover pages of the
Amendment to this Schedule 13D and Item 5 (a) hereof are incorporated herein by reference. The Reporting Person, as sole trustee of the RYG 2011 GRAT, the MSG 2011, the RYG 2012 GRAT, the MSG 2012 GRAT, the RYG 2014 GRAT and the 2014 MSG
GRAT has sole voting and dispositive power with respect to the 364,366 shares of Class B Common Stock held by the RYG 2011 GRAT, the 364,366 shares of Class B Common Stock held by the MSG 2011 GRAT, the 537,952 shares of Class B Common Stock
held by the RYG 2012 GRAT, the 537,952 shares of Class B Common Stock held by the MSG 2012 GRAT, the 1,500,000 shares of Class B Common Stock held by the RYG 2014 GRAT and the 1,500,000 shares of Class B Common Stock held by the MSG 2014 GRAT.
(c) Not applicable.
(d) The
Reporting Person, as the sole trustee of the RYG 2011 GRAT, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the 364,366 shares of Class B Common Stock held by the RYG 2011 GRAT.
Certain other beneficiaries of the RYG 2011 GRAT, are entitled to certain distributions of the RYG 2011 GRATs property, which may include the Class B Common Stock owned by the RYG 2011 GRAT or dividends therefrom or the proceeds of the sale
thereof.
The Reporting Person, as the sole trustee of the MSG 2011 GRAT, has the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the 364,366 shares of Class B Common Stock held by the MSG 2011 GRAT. Certain other beneficiaries of the MSG 2011 GRAT, are entitled to certain distributions of the MSG 2011 GRATs property,
which may include the Class B Common Stock owned by the MSG 2011 GRAT or dividends therefrom or the proceeds of the sale thereof.
The
Reporting Person, as the sole trustee of the RYG 2012 GRAT, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the 537,952 shares of Class B Common Stock held by the RYG 2012 GRAT.
Certain other beneficiaries of the RYG 2012 GRAT, are entitled to certain distributions of the RYG 2012 GRATs property, which may include the Class B Common Stock owned by the RYG 2012 GRAT or dividends therefrom or the proceeds of the sale
thereof.
The Reporting Person, as the sole trustee of the MSG 2012 GRAT, has the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the 537,952 shares of Class B Common Stock held by the MSG 2012 GRAT. Certain other beneficiaries of the MSG 2012 GRAT, are entitled to certain distributions of the MSG 2012 GRATs
property, which may include the Class B Common Stock owned by the MSG 2012 GRAT or dividends therefrom or the proceeds of the sale thereof.
The Reporting Person, as the sole trustee of the RYG 2014 GRAT, has the right to receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, the 1,500,000 shares of Class B Common Stock held by the RYG 2014 GRAT. Certain other beneficiaries of the RYG 2014 GRAT, are entitled to certain distributions of the RYG 2014 GRATs property, which may include
the Class B Common Stock owned by the RYG 2014 GRAT or dividends therefrom or the proceeds of the sale thereof.
The Reporting Person, as
the sole trustee of the MSG 2014 GRAT, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the 1,500,000 shares of Class B Common Stock held by the MSG 2014 GRAT. Certain other
beneficiaries of the MSG 2014 GRAT, are entitled to certain distributions of the MSG 2011 GRATs property, which may include the Class B Common Stock owned by the MSG 2014 GRAT or dividends therefrom or the proceeds of the sale thereof.
(e) Not applicable.
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Not applicable.
Item 7. Material to be Filed as Exhibits
Not applicable.
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CUSIP No.
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830566 10 5
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13D
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Page
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5
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of
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Pages
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SIGNATURE
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certifies as to itself that the
information set forth in this statement is true, complete and correct.
Dated: March 12, 2014
/s/ Gil
Schwartzberg
Gil
Schwartzberg
ATTENTION:
Intentional misstatements or omissions of fact constitute
Federal criminal violations (
see
18 U.S.C. 1001).