Statement of Ownership (sc 13g)
April 22 2014 - 3:38PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of
1934
MusclePharm
Corporation
(Name of Issuer)
Common
Stock, $.001 par value per share
(Title of Class of Securities)
627335201
(CUSIP Number)
April
1, 2014
(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)
x
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 and Exchange Act of 1934 (the “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).
Persons who respond to the collection of information contained
in this form are not required to respond unless the forms displays a currently valid OMB control number
CUSIP No. 627335201
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13G
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities
only)
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Phillip Frost, M.D.
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2
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CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP
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(a)
o
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(b)
x
Reporting person is affiliated with other persons
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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5
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SOLE VOTING POWER
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69,444
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NUMBER OF
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6
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SHARED VOTING POWER
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SHARES
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BENEFICIALLY
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668,870
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OWNED BY
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7
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SOLE DISPOSITIVE POWER
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EACH REPORTING
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PERSON WITH
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69,444
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8
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SHARED DISPOSITIVE POWER
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668,870
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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738,314*
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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7.13%*
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12
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TYPE OF REPORTING PERSON
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IN
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*See Item 4 – Ownership.
CUSIP No. 627335201
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13G
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities
only)
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Frost Gamma Investments Trust
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2
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CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP
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(a)
o
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(b)
x
Reporting person is affiliated with other persons
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Florida
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5
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SOLE VOTING POWER
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0
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NUMBER OF
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6
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SHARED VOTING POWER
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SHARES
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BENEFICIALLY
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668,870
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OWNED BY
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7
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SOLE DISPOSITIVE POWER
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EACH REPORTING
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PERSON WITH
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0
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8
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SHARED DISPOSITIVE POWER
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668,870
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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668,870*
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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6.46%*
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12
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TYPE OF REPORTING PERSON
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OO
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*See Item 4 – Ownership
ITEM 1. SECURITY AND ISSUER.
MusclePharm Corporation
4721 Ironton Street, Building A
Denver, Colorado 80239
ITEM 2. IDENTITY AND BACKGROUND.
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Item 2(a).
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Name of Person Filing:
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This statement is being filed by Phillip Frost, M.D.
(the “Reporting Person”) and Frost Gamma Investments Trust.
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Item 2(b)
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Address of Principal Business Office or, if none, Residence:
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Dr. Phillip Frost has a business address at 4400 Biscayne
Blvd. Miami, FL 33137.
Frost Gamma Investments Trust has a business address
located at 4400 Biscayne Blvd. Miami, FL 33137.
Dr. Phillip Frost is a United States citizen.
Frost Gamma Investments Trust is organized under the
laws of the State of Florida.
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Item 2(d).
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Title of Class of Securities:
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Common Stock, par value $.001 per share.
627335201
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:
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(a)
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o
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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o
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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o
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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o
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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o
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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o
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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o
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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o
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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o
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A church plan that is excluded from the definition of an investment company under section 3I(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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o
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Group, in accordance with §240.13d-1(b)(1)(ii)(J).
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ITEM 4. OWNERSHIP
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a)
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Amount beneficially
owned:
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Reporting Person
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Shares
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Dr. Phillip Frost
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738,314
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(1)
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Frost Gamma Investments Trust
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668,870
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(1)
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Reporting Person
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Percent*
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Dr. Phillip Frost
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7.13
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%
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Frost Gamma Investments Trust
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6.46
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%
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* based upon 10,349,912 shares of the Issuer’s
common stock issued and outstanding as of March 28, 2014.
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(c)
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Number of shares as to which the person has:
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(i)
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Sole power to vote or
to direct the vote with respect to each Reporting Person
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Reporting Person
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Shares
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Dr. Phillip Frost
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69,444
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Frost Gamma Investments Trust
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0
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(ii)
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Shared power to vote
or to direct the vote
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Reporting Person
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Shares
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Dr. Phillip Frost
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668,870
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Frost Gamma Investments Trust
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668,870
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(iii)
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Sole power to dispose
or to direct the disposition of with respect to each Reporting Person
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Reporting Person
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Shares
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Dr. Phillip Frost
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69,444
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Frost Gamma Investments Trust
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0
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(iv)
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Shared power to dispose
or to direct the disposition of
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Reporting Person
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Shares
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Dr. Phillip Frost
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668,870
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Frost Gamma Investments Trust
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668,870
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(1)
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69,444 of such shares are owned solely by the Reporting
Person. 668,870 of such shares are owned by Frost Gamma Investments Trust, of which the Reporting Person is the trustee and Frost
Gamma Limited Partnership is the sole and exclusive beneficiary. The Reporting Person is one of two limited partners of Frost
Gamma, L. P. The general partner of Frost Gamma, L.P. is Frost Gamma, Inc., and the sole shareholder of Frost Gamma, Inc. is Frost-Nevada
Corporation. The Reporting Person is also the sole shareholder of Frost-Nevada Corporation.
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ITEM 5.
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OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
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Not applicable.
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ITEM 6.
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OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON:
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Not applicable.
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ITEM 7.
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IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
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Not applicable.
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ITEM 8.
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IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
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Not Applicable.
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ITEM 9.
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NOTICE OF DISSOLUTION OF GROUP:
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Not applicable.
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 or with the effect of changing
or influencing the control of the issuer of the securities and were not acquired or held in connection with or as a participant
in any transaction having that purpose or effect.
SIGNATURES
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 accurate.
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April 22, 2014
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By:
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/s/ Phillip Frost
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Name: Phillip Frost, M.D.
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Frost Gamma Investments Trust
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April 22, 2014
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By:
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/s/ Phillip Frost
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Name: Phillip Frost, M.D.
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Title: Trustee
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EXHIBIT INDEX
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Exhibit 1
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Joint Filing Agreement as required by Rule 13d-1(k)(1) under
the Securities Exchange Act of 1934, as amended.
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