Statement of Ownership (sc 13g)
January 31 2017 - 1:37PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No __)*
ICTV
BRANDS INC.
(Name
of Issuer)
COMMON
STOCK
(Title
of Class of Securities)
44931J
100
(CUSIP
Number)
January
23, 2017
(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 disclosures provided
in a prior cover page.
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).
CUSIP
No. 44931J 100
|
1.
|
NAMES
OF REPORTING PERSONS
LeoGroup
Private Debt Facility, L.P.
|
|
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
|
0
|
|
6.
|
SHARED VOTING POWER
|
5,786,765
|
|
7.
|
SOLE DISPOSITIVE POWER
|
0
|
|
8.
|
SHARED DISPOSITIVE POWER
|
5,786,765
|
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,786,765
|
|
10.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see
instructions) [ ]
|
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
14.6%
|
|
12.
|
TYPE
OF REPORTING PERSON (see instructions)
PN
|
CUSIP
No. 44931J 100
|
1.
|
NAMES
OF REPORTING PERSONS
LeoGroup
Management, LLC
|
|
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
|
0
|
|
6.
|
SHARED VOTING POWER
|
5,786,765
|
|
7.
|
SOLE DISPOSITIVE POWER
|
0
|
|
8.
|
SHARED DISPOSITIVE POWER
|
5,786,765
|
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,786,765
|
|
10.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see
instructions) [ ]
|
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
14.6%
|
|
12.
|
TYPE
OF REPORTING PERSON (see instructions)
OO
|
CUSIP
No. 44931J 100
|
1.
|
NAMES
OF REPORTING PERSONS
The
Leo Group, LLC
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
[ ]
(b)
[ ]
|
|
3.
|
SEC
USE ONLY
|
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
New
Jersey
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE VOTING POWER
|
0
|
|
6.
|
SHARED VOTING POWER
|
5,786,765
|
|
7.
|
SOLE DISPOSITIVE POWER
|
0
|
|
8.
|
SHARED DISPOSITIVE POWER
|
5,786,765
|
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,786,765
|
|
10.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see
instructions) [ ]
|
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
14.6%
|
|
12.
|
TYPE
OF REPORTING PERSON (see instructions)
OO
|
CUSIP
No. 44931J 100
|
1.
|
NAMES
OF REPORTING PERSONS
Matthew
J. Allain
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
[ ]
(b)
[ ]
|
|
3.
|
SEC
USE ONLY
|
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE VOTING POWER
|
0
|
|
6.
|
SHARED VOTING POWER
|
5,786,765
|
|
7.
|
SOLE DISPOSITIVE POWER
|
0
|
|
8.
|
SHARED DISPOSITIVE POWER
|
5,786,765
|
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,786,765
|
|
10.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see
instructions) [ ]
|
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
14.6%
|
|
12.
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
CUSIP
No. 44931J 100
Item
1.
|
|
(a)
|
Name
of Issuer
ICTV
Brands, Inc.
|
|
|
|
|
|
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(b)
|
Address
of Issuer’s Principal Executive Offices
|
|
|
|
489 Devon Park
Drive, Suite 315, Wayne, PA 19087
|
Item
2.
|
|
(a)
|
Name of Person Filing
This statement is filed by
LeoGroup Private Debt Facility, L.P.
, a Delaware limited
partnership (“LeoGroup LP”)
, LeoGroup Management, LLC, a Delaware limited liability company (“LeoGroup Management”), The Leo Group, LLC, a New Jersey limited liability company (“Leo Group”), and Matthew J. Allain. LeoGroup LP, LeoGroup Management, Leo Group and Mr. Allain are collectively referred to as the “Reporting Persons.”
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(b)
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Address of the Principal Office or, if none, residence
The address of the principal office and principal business address of each of the Reporting Persons is 100 Wood Avenue South, #209, Iselin, NJ 08830.
|
|
|
|
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(c)
|
Citizenship
LeoGroup is a limited partnership organized under the laws of Delaware.
LeoGroup
Management is a limited liability company organized under the laws of Delaware.
Leo
Group is a limited liability company organized under the laws of New Jersey.
Matthew
J. Allain
is a United States citizen.
|
|
|
|
|
|
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Title of Class of Securities
Common Stock
|
|
|
|
|
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(e)
|
CUSIP Number
44931J 100
|
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).
|
|
|
|
|
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(b)
|
[ ]
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Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
|
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|
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(c)
|
[ ]
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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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|
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(d)
|
[ ]
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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)
|
[ ]
|
An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
|
[ ]
|
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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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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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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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);
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(j)
|
[ ]
|
Group,
in accordance with §240.13d-1(b)(1)(ii)(J).
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CUSIP
No. 44931J 100
Item
4. Ownership.
Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in
Item 1.
|
|
(a)
|
Amount
beneficially owned
:
LeoGroup
LP is the record holder of 5,786,765 shares of common stock. LeoGroup Management is the general partner of LeoGroup LP
and Leo Group is the sole member of LeoGroup Management. Mr. Allain is the principal owner of Leo Group and has voting
and dispositive power over the shares held by it. As a result, each of the Reporting Persons may be deemed to own the
shares held directly by LeoGroup LP and have shared voting and dispositive power over such shares. Each Reporting Person
disclaims beneficial ownership of such shares except for the shares, if any, such Reporting Person holds of record.
|
|
|
|
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(b)
|
Percent
of class
:
The
5,786,765 shares of common stock represent approximately 14.6% of the Issuer’s
outstanding common stock based on 39,666,537 shares of the Issuer’s common stock outstanding as of January 30, 2017.
|
|
|
|
|
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(c)
|
Number
of shares as to which the person has:
|
|
|
(i)
|
Sole
power to vote or to direct the vote: 0
|
|
|
|
|
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(ii)
|
Shared
power to vote or to direct the vote:
5,786,765
|
|
|
|
|
|
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(iii)
|
Sole
power to dispose or to direct the disposition of: 0
|
|
|
|
|
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(iv)
|
Shared
power to dispose or to direct the disposition of:
5,786,765
|
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 [ ].
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.
CUSIP
No. 44931J 100
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 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 having that purpose or effect.
Attached
as Exhibit 1 hereto is a Joint Filing Agreement executed by each of the Reporting Persons.
CUSIP
No. 44931J 100
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 correct.
Dated:
January 31, 2017
|
LeoGroup
Private Debt Facility, L.P
|
|
|
|
|
|
By:
|
/s/
Matthew J. Allain
|
|
|
Name:
|
Matthew
J. Allain
|
|
|
Title:
|
Manager
|
|
|
|
|
|
LeoGroup
Management, LLC
|
|
|
|
|
|
By:
|
/s/
Matthew J. Allain
|
|
|
Name:
|
Matthew
J. Allain
|
|
|
Title:
|
Manager
|
|
|
|
|
|
The
Leo Group, LLC
|
|
|
|
|
|
By:
|
/s/
Matthew J. Allain
|
|
|
Name:
|
Matthew
J. Allain
|
|
|
Title:
|
Manager
|
|
|
|
|
|
/s/
Matthew J. Allain
|
|
|
Matthew
J. Allain
|
|
CUSIP
No. 44931J 100
Exhibit
1
JOINT
FILING AGREEMENT
In
accordance with Rule 13d-l(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned agree that only one statement
containing the information required by Schedule 13G need be filed by each of the undersigned with respect to the ownership by
each of the undersigned of shares of common stock of ICTV Brands Inc.
Dated:
January 31, 2017
|
LeoGroup Private Debt Facility, L.P
|
|
|
|
|
|
|
By:
|
/s/
Matthew J. Allain
|
|
|
Name:
|
Matthew
J. Allain
|
|
|
Title:
|
Manager
|
|
|
|
|
|
|
LeoGroup Management, LLC
|
|
|
|
|
|
|
By:
|
/s/
Matthew J. Allain
|
|
|
Name:
|
Matthew
J. Allain
|
|
|
Title:
|
Manager
|
|
|
|
|
|
|
The Leo Group, LLC
|
|
|
|
|
|
|
By:
|
/s/
Matthew J. Allain
|
|
|
Name:
|
Matthew
J. Allain
|
|
|
Title:
|
Manager
|
|
|
|
|
|
|
/s/
Matthew J. Allain
|
|
|
Matthew J. Allain
|
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