Statement of Ownership (sc 13g)
February 13 2017 - 1:32PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G*
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT
TO § 240.13d-1(b), (c), AND (d) AND
AMENDMENTS THERETO FILED
PURSUANT TO § 240.13d-2
(Amendment No. )*
Creative
Learning Corporation
|
(Name
of Issuer)
|
|
Common
Stock
|
(Title
of Class of Securities)
|
|
22529R106
|
(CUSIP
Number)
|
|
October
8, 2015
|
(Date
of Event Which Requires Filing of the Statement)
|
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐
|
Rule
13d-1(b)
|
☒
|
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 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).
1.
|
NAME
OF REPORTING PERSONS
Abacab
Capital Management LLC
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
(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
602,580
|
6.
|
SHARED
VOTING POWER
0
|
7.
|
SOLE
DISPOSITIVE POWER
602,580
|
8.
|
SHARED
DISPOSITIVE POWER
0
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
602,580
|
10.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE
INSTRUCTIONS)
☐
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.98%
|
12.
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
Corporation
|
|
|
|
|
Item
1(a).
|
Name
of Issuer:
|
|
Creative
Learning Corporation
|
Item
1(b).
|
Address
of Issuer’s Principal Executive Offices:
|
|
1701
Market Street, Suite 113
St.
Augustine, FL 32095
|
|
|
Item
2(a).
|
Name
of Person Filing:
|
|
Abacab
Capital Management LLC
|
Item
2(b).
|
Address
of Principal Business Office or, if none, Residence:
|
|
330
W. 38
th
Street
New
York, NY 10018
|
Item
2(c).
|
Citizenship:
|
|
Delaware
|
Item
2(d).
|
Title
of Class of Securities:
|
|
Common
Shares
|
Item
2(e).
|
CUSIP
Number:
|
|
22529R106
|
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);
|
|
(b)
|
☐
|
Bank
as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
|
|
(c)
|
☐
|
Insurance
company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
|
|
(d)
|
☐
|
Investment
company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
|
|
(e)
|
☐
|
An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
|
|
(f)
|
☐
|
An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
|
|
(g)
|
☐
|
A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
|
|
(h)
|
☐
|
A
savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
|
(i)
|
☐
|
A
church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company
Act (15 U.S.C. 80a-3);
|
|
(j)
|
☐
|
A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
|
|
(k)
|
☐
|
Group,
in accordance with § 240.13d-1(b)(1)(ii)(K).
|
If
filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____________.
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: 602,580
|
|
(b)
|
Percent
of class: 4.98%
|
|
(c)
|
Number
of shares as to which the person has:
|
|
|
(i)
|
Sole
power to vote or to direct the vote: 602,580
|
|
|
(ii)
|
Shared
power to vote or to direct the vote: 0
|
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of: 602,580
|
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of: 0
|
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 5 percent of the class of securities, check the following. ☐
|
Item
6.
|
Ownership
of More Than Five Percent on Behalf of Another Person:
|
|
|
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company:
|
|
|
Item
8.
|
Identification
and Classification of Members of the Group:
|
|
Abacab
Capital Management LLC – investment manager of the Abacab Fund LP
Abacab
Fund LP – investment fund managed by Abacab Capital Management LLC
Bradley
Zarlin – a member and a Principal of Abacab Capital Management LLC and a limited partner in Abacab Fund LP
|
Item
9.
|
Notice
of Dissolution of Group:
|
|
|
Item
10.
|
Certifications:
|
|
By
signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and
are held in the ordinary course of business and 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.
|
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.
|
Date:
|
February
10, 2017
|
|
|
|
|
By:
|
/s/
Ronald Weinstock
|
|
|
|
|
Name:
|
Ronald
Weinstock
|
|
|
|
|
Title:
|
Principal
– Abacab Capital Management LLC
|
|
|
|
The
original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If
the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner
of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the
statement,
Provided, however
, that a power of attorney for this purpose which is already on file with the Commission may
be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath
his signature.
Attention:
Intentional misstatements or omissions of fact constitute Federal criminal violations
(
see
18 U.S.C. 1001).
1.
|
NAME
OF REPORTING PERSONS
Abacab
Fund LP
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
(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
0
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
8.
|
SHARED
DISPOSITIVE POWER
0
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
602,580
|
10.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE
INSTRUCTIONS)
☐
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.98%
|
12.
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
Partnership
|
|
|
|
|
Item
1(a).
|
Name
of Issuer:
|
|
Creative
Learning Corporation
|
Item
1(b).
|
Address
of Issuer’s Principal Executive Offices:
|
|
1701
Market Street, Suite 113
St.
Augustine, FL 32095
|
|
|
Item
2(a).
|
Name
of Person Filing:
|
|
Abacab
Capital Management LLC
|
Item
2(b).
|
Address
of Principal Business Office or, if none, Residence:
|
|
330
W. 38
th
Street
New
York, NY 10018
|
Item
2(c).
|
Citizenship:
|
|
Delaware
|
Item
2(d).
|
Title
of Class of Securities:
|
|
Common
Shares
|
Item
2(e).
|
CUSIP
Number:
|
|
22529R106
|
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);
|
|
(b)
|
☐
|
Bank
as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
|
|
(c)
|
☐
|
Insurance
company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
|
|
(d)
|
☐
|
Investment
company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
|
|
(e)
|
☐
|
An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
|
|
(f)
|
☐
|
An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
|
|
(g)
|
☐
|
A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
|
|
(h)
|
☐
|
A
savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
|
(i)
|
☐
|
A
church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company
Act (15 U.S.C. 80a-3);
|
|
(j)
|
☐
|
A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
|
|
(k)
|
☐
|
Group,
in accordance with § 240.13d-1(b)(1)(ii)(K).
|
If
filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____________.
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: 602,580
|
|
(b)
|
Percent
of class: 4.98%
|
|
(c)
|
Number
of shares as to which the person has:
|
|
|
(i)
|
Sole
power to vote or to direct the vote: 0
|
|
|
(ii)
|
Shared
power to vote or to direct the vote: 0
|
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of: 0
|
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of: 0
|
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 5 percent of the class of securities, check the following. ☐
|
Item
6.
|
Ownership
of More Than Five Percent on Behalf of Another Person:
|
|
|
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company:
|
|
|
Item
8.
|
Identification
and Classification of Members of the Group:
|
|
Abacab
Capital Management LLC – investment manager of the Abacab Fund LP
Abacab
Fund LP – investment fund managed by Abacab Capital Management LLC
Bradley
Zarlin – a member and a Principal of Abacab Capital Management LLC and a limited partner in Abacab Fund LP
|
Item
9.
|
Notice
of Dissolution of Group:
|
|
|
Item
10.
|
Certifications:
|
|
By
signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and
are held in the ordinary course of business and 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.
|
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.
|
Date:
|
February
10, 2017
|
|
|
|
|
By:
|
/s/
Ronald Weinstock
|
|
|
|
|
Name:
|
Ronald
Weinstock
|
|
|
|
|
Title:
|
Principal
– Abacab Capital Management LLC
|
|
|
|
The
original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If
the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner
of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the
statement,
Provided, however
, that a power of attorney for this purpose which is already on file with the Commission may
be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath
his signature.
Attention:
Intentional misstatements or omissions of fact constitute Federal criminal violations
(
see
18 U.S.C. 1001).
1.
|
NAME
OF REPORTING PERSONS
Bradley
Zarlin
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
(a) ☒
(b) ☐
|
3.
|
SEC
USE ONLY
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
New
York
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
107,527
|
6.
|
SHARED
VOTING POWER
602,580
|
7.
|
SOLE
DISPOSITIVE POWER
107,527
|
8.
|
SHARED
DISPOSITIVE POWER
602,580
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
107,527
|
10.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE
INSTRUCTIONS)
☐
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.89%
|
12.
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
Individual
|
|
|
|
|
Item
1(a).
|
Name
of Issuer:
|
|
Creative
Learning Corporation
|
Item
1(b).
|
Address
of Issuer’s Principal Executive Offices:
|
|
1701
Market Street, Suite 113
St.
Augustine, FL 32095
|
|
|
Item
2(a).
|
Name
of Person Filing:
|
|
Abacab
Capital Management LLC
|
Item
2(b).
|
Address
of Principal Business Office or, if none, Residence:
|
|
330
W. 38
th
Street
New
York, NY 10018
|
Item
2(c).
|
Citizenship:
|
|
Delaware
|
Item
2(d).
|
Title
of Class of Securities:
|
|
Common
Shares
|
Item
2(e).
|
CUSIP
Number:
|
|
22529R106
|
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);
|
|
(b)
|
☐
|
Bank
as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
|
|
(c)
|
☐
|
Insurance
company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
|
|
(d)
|
☐
|
Investment
company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
|
|
(e)
|
☐
|
An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
|
|
(f)
|
☐
|
An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
|
|
(g)
|
☐
|
A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
|
|
(h)
|
☐
|
A
savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
|
(i)
|
☐
|
A
church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company
Act (15 U.S.C. 80a-3);
|
|
(j)
|
☐
|
A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
|
|
(k)
|
☐
|
Group,
in accordance with § 240.13d-1(b)(1)(ii)(K).
|
If
filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____________.
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: 107,527
|
|
(b)
|
Percent
of class: 0.89%
|
|
(c)
|
Number
of shares as to which the person has:
|
|
|
(i)
|
Sole
power to vote or to direct the vote: 107,527
|
|
|
(ii)
|
Shared
power to vote or to direct the vote: 602,580
|
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of: 107,527
|
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of: 602,580
|
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 5 percent of the class of securities, check the following. ☐
|
Item
6.
|
Ownership
of More Than Five Percent on Behalf of Another Person:
|
|
|
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company:
|
|
|
Item
8.
|
Identification
and Classification of Members of the Group:
|
|
Abacab
Capital Management LLC – investment manager of the Abacab Fund LP
Abacab
Fund LP – investment fund managed by Abacab Capital Management LLC
Bradley
Zarlin – a member and a Principal of Abacab Capital Management LLC and a limited partner in Abacab Fund LP
|
Item
9.
|
Notice
of Dissolution of Group:
|
|
|
Item
10.
|
Certifications:
|
|
By
signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and
are held in the ordinary course of business and 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.
|
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.
|
Date:
|
February
10, 2017
|
|
|
|
|
By:
|
/s/
Bradley Zarlin
|
|
|
|
|
Name:
|
Bradley
Zarlin
|
|
|
|
|
Title:
|
Principal
– Abacab Capital Management LLC
|
|
|
|
The
original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If
the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner
of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the
statement,
Provided, however
, that a power of attorney for this purpose which is already on file with the Commission may
be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath
his signature.
Attention:
Intentional misstatements or omissions of fact constitute Federal criminal violations
(
see
18 U.S.C. 1001).