Statement of Ownership (sc 13g)
January 11 2017 - 11:57AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Information
to be included in Statements filed
pursuant
to Rule
13d-1(b), (c) AND (d)
Staffing
360 solutions, inc.
(Name of Issuer)
COMMON
Stock,
$0.00001
par value
(Title of Class of Securities)
852387208
(CUSIP Number)
January 1, 2017
(Date of event which requires filing of
this Statement)
Page 2 of 7
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)
(Continued on following pages)
(Page 2 of 7 Pages)
Page 3 of 7
1.
|
NAME OF REPORTING PERSON
Hillair Capital Investments LP
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
90-0809696
|
2.
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
(a)
¨
(b)
¨
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
|
5.
|
SOLE VOTING POWER
819,693 (see Item 4)
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6.
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SHARED VOTING POWER
None.
|
7.
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SOLE DISPOSITIVE POWER
819,693 (see Item 4)
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8.
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SHARED DISPOSITIVE POWER
None.
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
819,693 (see Item 4)
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
x
|
11.
|
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
8.41%
|
12.
|
TYPE OF REPORTING PERSON: OO
|
Page 4 of 7
Item 1(a).
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Name of Issuer.
|
|
|
|
Staffing 360 Solutions, Inc. (the “
Issuer
”)
|
|
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Item 1(b).
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Address of Issuer’s Principal Executive Offices.
|
|
|
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641 Lexington Avenue, Suite 1526, New York, New York
10022
|
|
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Item 2(a).
|
Names of Person Filing.
|
|
|
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Hillair Capital Investments LP (“
Hillair Investments
”)
|
|
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Item 2(b).
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Address of Principal Business Office, or if none, Residence.
|
|
|
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Hillair Capital Investments LP
c/o Hillair Capital Management LLC
345 Lorton Avenue, Suite 303
Burlingame, CA 94010
|
|
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Item 2(c).
|
Citizenship.
|
|
|
|
Delaware
|
|
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Item 2(d).
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Title of Class of Securities.
|
|
|
|
Common Stock, par value $0.00001 per share (the “
Common
Stock
”)
|
|
|
Item 2(e).
|
CUSIP Number.
|
|
|
|
852387208
|
Page 5 of 7
Item 3.
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If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b), check whether the person filing is a:
|
|
|
|
Not applicable.
|
|
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Item 4.
|
Ownership.
|
Hillair Investments
beneficially owns 819,693 shares of Common Stock as of the date hereof. The 819,693 shares of Common Stock beneficially owned by
Hillair Investments include only actual shares of Common Stock. Additionally, Hillair Investments holds convertible debentures
previously purchased and originally convertible into 1,041,868 shares of Common Stock, in the aggregate. However, the aggregate
number of shares of Common Stock into which such debentures are convertible, and which Hillair Investments has the right to acquire
beneficial ownership, is limited to the number of shares of Common Stock that, together with all other shares of Common Stock beneficially
owned by Hillair Investments, including the shares of Common Stock subject to this Schedule 13G, does not exceed 4.99% of the total
outstanding shares of Common Stock. Accordingly, such debentures are not currently convertible into Common Stock unless and until
the actual shares of Common Stock held by Hillair Investments is less than 4.99% of the total outstanding shares of Common Stock.
Hillair Capital Management
LLC (“
Hillair Mangement
”) is the investment advisor to Hillair Investments. By virtue of such relationship,
Hillair Mangement may be deemed to have dispositive power over the shares owned by Hillair Investments. Hillair Mangement disclaims
beneficial ownership of such shares.
Accordingly,
for the purpose of this Statement:
|
(a)
|
Amount beneficially owned by Hillair Investments: 819,693 shares of Common Stock of the Issuer.
|
|
(b)
|
Percent of Class: Hillair Investments beneficially holds 8.41% of the Issuer’s issued and
outstanding Common Stock (based on 9,139,795 shares of Common Stock of the Issuer issued and outstanding, as stated by the Issuer
in its Definitive Proxy Statement filed on December 21, 2016 and an additional 600,000 shares of Common Stock issued to Hillair
Investments on January 1, 2017).
|
|
(c)
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Number of shares as to which Hillair Investments has:
|
|
(i)
|
Sole power to direct the vote: 819,693 shares of Common Stock of the Issuer.
|
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(ii)
|
Shared power to vote or to direct the vote: None.
|
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(iii)
|
Sole power to dispose or direct the disposition of the Common Stock: 819,693 shares of Common Stock
of the Issuer.
|
|
(iv)
|
Shared power to dispose or direct the disposition of the Common Stock: None.
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Page 6 of 7
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.
|
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Item 10.
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Certification.
|
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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 which could have that purpose or effect.
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Page 7 of 7
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.
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Date: January 10, 2017
|
|
HILLAIR CAPITAL INVESTMENTS
LP
By:
/s/Sean M. McAvoy
Name: Sean M. McAvoy
Title: Authorized
Signatory
|
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