MSLP Muscle Pharm Corporation (CE)

 

CUSIP No. 627335201

13G

 

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

SCHEDULE 13G

(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(b) (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(b)

(Amendment No. 1)

 

MusclePharm Corporation

(Name of Issuer)

Common Stock, $.001 par value per share

(Title of Class of Securities)

627335201

(CUSIP Number)

December 31, 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)

 

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
	Phillip Frost, M.D.
2	CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP
						(a) ¨
						(b) x Reporting person is affiliated with other persons
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
		5		SOLE VOTING POWER
				69,444
NUMBER OF		6		SHARED VOTING POWER
SHARES
BENEFICIALLY				386,928
OWNED BY		7		SOLE DISPOSITIVE POWER
EACH REPORTING
PERSON WITH				69,444
		8		SHARED DISPOSITIVE POWER
				386,928
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	456,372*
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
						¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	3.48%*
12	TYPE OF REPORTING PERSON
	IN

*See Item 4 – Ownership. 

 

 

CUSIP No. 627335201			13G
1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
	Frost Gamma Investments Trust
2	CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP
						(a) o
						(b) x Reporting person is affiliated with other persons
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Florida
		5		SOLE VOTING POWER
				0
NUMBER OF		6		SHARED VOTING POWER
SHARES
BENEFICIALLY				386,928
OWNED BY		7		SOLE DISPOSITIVE POWER
EACH REPORTING
PERSON WITH				0
		8		SHARED DISPOSITIVE POWER
				386,928
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	386,928*
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
						o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	2.95%*
12	TYPE OF REPORTING PERSON
	OO

*See Item 4 – Ownership

 

 

ITEM 1. SECURITY AND ISSUER.

 

(a)

Name of Issuer:

 

MusclePharm Corporation

 

(b)

Address of Issuer:

 

4721 Ironton Street, Building A

Denver, Colorado 80239

 

ITEM 2. IDENTITY AND BACKGROUND.

 

Item 2(a).

Name of Person Filing:

 

This statement is being filed by Phillip Frost, M.D. (the “Reporting Person”) and Frost Gamma Investments Trust.

 

Item 2(b)

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

 

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.

 

Item 2(c).

Citizenship:

 

Dr. Phillip Frost is a United States citizen.

 

Frost Gamma Investments Trust is organized under the laws of the State of Florida.

 

Item 2(d).

Title of Class of Securities:

 

Common Stock, par value $.001 per share.

 

Item 2(e).

CUSIP Number:

 

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:

 

Not Applicable.

 

ITEM 4. OWNERSHIP

 

a)	Amount beneficially owned:

 

Reporting Person		Shares
Dr. Phillip Frost			456,372	(1)
Frost Gamma Investments Trust			386,928	(1)

 

(b)

Percent of class:

 

Reporting Person		Percent*
Dr. Phillip Frost			3.48	%
Frost Gamma Investments Trust			2.95	%

 

*based upon 13,111,792 shares (which includes 2,536,500 issued and unvested shares issued pursuant to restricted stock award agreements) of the Issuer’s common stock issued and outstanding as of November 13, 2014.

 

 

  

 

	I	Number of shares as to which the person has:
		(i)	Sole power to vote or to direct the vote with respect to each Reporting Person

 

Reporting Person		Shares
Dr. Phillip Frost			69,444
Frost Gamma Investments Trust			0

 

(ii)

Shared power to vote or to direct the vote

                                                                                         

Reporting Person		Shares
Dr. Phillip Frost			386,928
Frost Gamma Investments Trust			386,928

 

(iii)

Sole power to dispose or to direct the disposition of with respect to each Reporting Person

 

Reporting Person		Shares
Dr. Phillip Frost			69,444
Frost Gamma Investments Trust			0

 

(iv)

Shared power to dispose or to direct the disposition of

 

Reporting Person		Shares
Dr. Phillip Frost		386,928
Frost Gamma Investments Trust		386,928

 

(1)

69,444 of such shares are owned solely by the Reporting Person. 386,928 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.

 

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 five percent of the class of securities, check the following. x

 

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 GROUP:

 

Not applicable.

 

ITEM 10.

CERTIFICATION:

 

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.

 

February 13, 2015	By:	/s/Phillip Frost
		Name: Phillip Frost, M.D.
	Frost Gamma Investments Trust
February 13, 2015	By:	/s/ Phillip Frost
		Name: Phillip Frost, M.D.
		Title: Trustee

 

 

EXHIBIT INDEX

 

Exhibit 1

Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.

 

 

Exhibit 1

 

JOINT FILING AGREEMENT

 

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements.  The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.

 

February 13, 2015	By:	/s/Phillip Frost
		Name: Phillip Frost, M.D.
	Frost Gamma Investments Trust
February 13, 2015	By:	/s/ Phillip Frost
		Name: Phillip Frost, M.D.
		Title: Trustee