Statement of Beneficial Ownership (sc 13d)
March 07 2017 - 1:40PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. )
MANHATTAN
BRIDGE CAPITAL, INC.
(Name of Issuer)
Common
Stock
(Title of Class of Securities)
562803106
(CUSIP Number)
Assaf
Ran
c/o Manhattan Bridge Capital, Inc.
60 Cutter Mill Rd # 205, Great Neck, NY 11021
(516) 444-3400
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
May
12, 1999
(Date
of Event which Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule
13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ].
NOTE: Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7
for other parties to whom copies are to be sent.
* 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. 562803106
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13D
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Page
2 of 5 Pages
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1.
|
Names
of reporting persons
Assaf
Ran
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2.
|
Check
the appropriate box if a member of group (See Instructions)
|
(a)
[ ]
|
|
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(b)
[ ]
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|
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3.
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SEC
use only
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|
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4.
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Source
of funds (See Instructions)
PF, OO
(1)
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5.
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Check
if disclosure of legal proceedings is required
|
|
pursuant
to item 2(d) or 2(e)
|
[ ]
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6.
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Citizenship
or place of organization
United
States
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7.
|
Sole
voting power
2,516,000
(2)
|
|
|
8.
|
Shared
voting power
|
|
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9.
|
Sole
dispositive power
2,516,000
(2)
|
|
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10.
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Shared
dispositive power
|
|
|
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11.
|
Aggregate
amount beneficially owned by each reporting person
2,516,000
(2)
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12.
|
Check
if the aggregate amount in row (11) excludes
|
|
certain
shares (See Instructions)
|
[ ]
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13.
|
Percent
of class represented by amount in row (11)
30.93%
(3)
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14.
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Type
of reporting person (See Instructions)
IN
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(1)
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Certain
of the shares of common stock beneficially held by Mr. Ran were issued by the Issuer as compensation for Mr. Ran’s
service as Chief Executive Officer of the Issuer.
|
|
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(2)
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Includes
1,000,000 Restricted Shares (the “Restricted Shares”) granted to Mr. Ran by the Issuer on September 9, 2011,
which was approved by shareholders at the Issuer’s 2011 annual meeting of shareholders. Mr. Ran may not sell, convey,
transfer, pledge, encumber or otherwise dispose of the Restricted Shares until the earliest to occur of the following:
(i) September 9, 2026, with respect to 1/3 of the Restricted Shares, September 9, 2027 with respect to an additional 1/3
of the Restricted Shares and September 9, 2028 with respect to the final 1/3 of the Restricted Shares; (ii) the date on
which Mr. Ran’s employment is terminated by the Issuer for any reason other than for “Cause;” or (iii)
the date on which Mr. Ran’s employment is terminated on account of (A) his death; or (B) his disability, which,
in the opinion of his personal physician and a physician selected by the Issuer prevents him from being employed with
the Issuer on a full-time basis (each such date being referred to as a “Risk Termination Date”). If at any
time prior to a Risk Termination Date Mr. Ran’s employment is terminated by the Issuer for Cause or Mr. Ran voluntarily
terminates his employment for any reason other than death or disability, Mr. Ran will forfeit that portion of the Restricted
Shares which have not previously vested.
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CUSIP
No. 68403P203
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13D
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Page
3 of 5 Pages
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Also includes 1,313,095 shares of
common stock held by Ran & Ran of NY Inc., over which Mr. Ran holds sole voting and dispositive power.
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(3)
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Based upon 8,135,036 shares of common stock outstanding as of
February 24, 2017.
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Item
1. Security and Issuer
This
Schedule 13D relates to the common stock, par value $0.001 per share (hereinafter referred to as the “Common Stock”)
of Manhattan Bridge Capital, Inc., a New York corporation (the “Issuer”).
The
principal executive offices of the Issuer are located at 60 Cutter Mill Road, Suite 205, Great Neck, NY 11021.
Item
2. Identity and Background
(a)
and (b) Assaf Ran is a United States citizen with a business address of 60 Cutter Mill Road, Suite 205, Great Neck, NY 11021.
(c)
Mr. Ran serves as the Chairman of the Board, Chief Executive Officer and President of the Issuer.
(d)
and (e) During the last five years, Mr. Ran has not been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), and he has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction
such that, as a result of such proceeding, he is or has been subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect
to such laws.
Item
3. Source and Amount of Funds or Other Consideration
Mr.
Ran purchased the shares of common shares held by him directly using his personal funds, except for the Restricted Shares granted
to Mr. Ran by the Issuer on September 9, 2011, which was approved by shareholders at the Issuer’s 2011 annual meeting of
shareholders.
Item
4. Purpose of Transaction
The
securities were acquired for investment purposes.
The
Reporting Person has no current plans or proposals which relate to or would result in any of the actions described in subsections
(a) through (j) of Item 4 of Schedule 13D, other than the receipt of additional shares of Common Stock that may be granted as
part of his regular compensation as an executive officer of the Issuer.
CUSIP
No. 68403P203
|
13D
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Page
4 of 5 Pages
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Item
5. Interest in Securities of the Issuer
(a)
Mr. Ran may be deemed to beneficially own 2,516,000 shares of Common Stock of the Issuer, which constitute 30.93% of the outstanding
shares of Common Stock of the Issuer, based upon 8,135,036 shares of the Common Stock outstanding as of February 24, 2017. Such
shares of Common Stock include (i) 1,516,000 shares of Common Stock and (ii) 1,000,000 Restricted Shares.
(b)
Mr. Ran has sole voting and dispositive power of 2,516,000 shares of Common Stock of the Issuer. Such shares of Common Stock include
(i) 1,516,000 shares of Common Stock and (ii) 1,000,000 Restricted Shares.
(c)
The Reporting Person has not effected any transaction in the shares of Common Stock of the Issuer in the past sixty days.
(d)
No person other than Mr. Ran has the right to receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the shares of Common Stock reported above in this Item 5 and held directly by Mr. Ran.
(e)
Not applicable.
Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
As
an executive officer and director of the Issuer, Mr. Ran is eligible to participate in the Issuer’s 2009 Stock Option Plan,
as amended, although Mr. Ran has no present intention to request the issuance of any awards under such plan.
Item
7. Material to be Filed as Exhibits
Exhibit 99.1
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Manhattan Bridge Capital, Inc. 2009
Stock Option Plan, as amended (Incorporated by reference to Appendix A of the Issuer’s Definitive Proxy Statement on
Schedule 14A filed with the Securities Exchange Commission on August 5, 2011).
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Exhibit 99.2
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Restricted Share Agreement dated September 9, 2011.
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CUSIP
No. 68403P203
|
13D
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Page
5 of 5 Pages
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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:
March 07, 2017
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By:
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/s/ Assaf
Ran
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Assaf Ran
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