If the filing person has previously filed
a statement on Schedule 13G to report the acquisition that 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:
x
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. 83362P102
|
13D
|
Page
2 of 9
Pages
|
1
|
NAME OF REPORTING PERSON
G. Tyler Runnels
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
:
|
(a)
¨
(b)
x
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
PF, WC
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
412,784
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
412,784
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
412,784
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
|
x
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
5.29%
|
14
|
TYPE OF REPORTING PERSON
IN
|
CUSIP No. 83362P102
|
13D
|
Page
3
of
9 Pages
|
1
|
NAME OF REPORTING PERSON
Steven Antebi
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
:
|
(a)
¨
(b)
x
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
PF
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
450,000
|
8
|
SHARED VOTING POWER
0
|
9
|
SOLE DISPOSITIVE POWER
450,000
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
450,000
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
|
x
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
5.8%
|
14
|
TYPE OF REPORTING PERSON
IN
|
CUSIP No. 83362P102
|
13D
|
Page
4 of 9
Pages
|
|
Item 1.
|
Security and Issuer.
|
This report on Schedule 13D (this “
Report
”)
pertains to the Class A common stock, par value $0.001 per share (“Class A Stock”), of Social Reality, Inc., a Delaware
corporation (the “
Issuer
”). The Issuer’s principal executive offices are located at 456 Seaton Street,
Los Angeles, California 90013.
|
Item 2.
|
Identity and Background.
|
(a) This Report is being filed on behalf
of G. Tyler Runnels and Steven Antebi (collectively, the “
Reporting Persons
”), pursuant to Rule 13d-1(k)
of Regulation 13D under the Securities Act of 1934, as amended (the “
Exchange Act
”). The Reporting Persons are
jointly filing this Report, because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3)
of the Exchange Act. The Reporting Persons’ agreement to file jointly is attached as Exhibit A to this Report.
Each of the Reporting Persons may be deemed
to be a member of a group with respect to the Issuer or securities of the Issuer for the purposes of Section 13(d) or 13(g) of
the Exchange Act. Each of the Reporting Persons declares that neither the filing of this Report nor anything herein shall be construed
as an admission that such Reporting Person is, for the purposes of Section 13(d) or 13(g) of the Exchange Act or any other purpose,
(i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate
or other group for the purpose of acquiring, holding or disposing of securities of the Issuer or otherwise with respect to the
Issuer or any securities of the Issuer or (ii) a member of any group with respect to the Issuer or any securities of the Issuer.
(b) The address of Mr. Runnels is c/o
T. R. Winston & Company, 2049 Century Park East, Suite 320, Los Angeles, California 90067.
The address of Mr. Antebi is 17984 Boris
Drive, Encino, California 91316.
(c) Mr. Runnels’ principal occupation
is as Chairman and Chief Executive Officer of T. R. Winston & Company, a merchant, corporate and investment banking firm with
its principal address at 2049 Century Park East, Suite 320, Los Angeles, CA 90067.
Mr. Antebi’s principal occupation
is as a consultant.
(d)-(e) During the last five years, none
of the Reporting Persons has been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors);
or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities,
subject to, U.S. federal or state securities laws or finding any violation with respect to such laws.
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
(a) Mr. Runnels acquired the shares of
Class A Stock beneficially owned by him with approximately $1,123,700 of his personal funds. The shares held by T. R. Winston &
Company, LLC (“
TR Winston
”) were acquired for approximately $322,500 from its working capital. The shares held
by High Tide LLC (“
High Tide
”) were acquired for approximately $50,000 from personal funds. The shares held
by TRW Capital Growth Fund LP (“
TRW Capital Management
”) were acquired for approximately $280,000 from personal
funds (See Item 5).
CUSIP No. 83362P102
|
13D
|
Page 5
of 9
Pages
|
(b) Mr. Antebi acquired the shares of
Class A Stock beneficially owned by him for approximately $825,000 of his personal funds exclusive of shares issued for consulting
services.
|
Item 4.
|
Purpose of the Transaction
|
The shares of Class A Stock owned beneficially
by each of the Reporting Persons were originally acquired for investment purposes.
(a) Depending upon market conditions,
other available investment opportunities, the availability of shares of Class A Stock at prices that would make the purchase of
additional shares attractive, and developments regarding the matters discussed below, either or both of the Reporting Persons may
seek to increase their respective ownership of shares of Class A Stock. Either or both of the Reporting Persons also may determine
to dispose of all or a portion of their respective shares of Class A Stock. Any such transactions in the Class A Stock may be made
on the open market or in privately negotiated transactions, or otherwise, on such terms and at such times as each Reporting Persons
may deem advisable.
(b) The Reporting Persons have consistently
been disappointed with the management of the Issuer, the Issuer’s performance and its communication with the Reporting Persons,
all of which the Reporting Persons believe have contributed to a steep decline in the market price of the Class A Stock over the
past year. Additionally, the Reporting Persons have questioned the strategy and tactics of the Issuer, which include its decisions
concerning capital markets transactions. The Reporting Person have expressed their view during informal discussions with management
and members of the board of directors of the Issuer, and intend to consider whether to formally seek changes in the present management
or directors of the Issuer. The Reporting Persons are also considering the possible appointment of one or more suitable directors
to fill current or future vacancies on the board of directors.
In connection with the activities described
above, the Reporting Persons have expressed, and may continue to express, their views regarding the Issuer to other persons, including,
without limitation, other Class A Stockholders.
Apart from the above, neither of the Reporting
Persons intends to consider or propose plans to change the present directors or management of the Issuer and other actions in the
nature of those listed in Items 4(a) - (j) of Schedule 13D.
|
Item 5.
|
Interest in Securities of the Issuer
|
The following information is based upon
7,806,840 shares of Class A Stock outstanding as of January 25, 2017 as reported in the Issuer’s Rule 424(b)(3) prospectus
filed with the Securities and Exchange Commission on February 3, 2017.
(a-b) The number of shares of Class A
Stock owned beneficially by Mr. Runnels includes 281,818 shares which are held by the Runnels Family Trust DTD 1-11-2000 (the “
Runnels
Family Trust
”), of which Mr. Runnels and his wife, Jasmine N. Runnels, are co-trustees and, as such, share voting and
dispositive powers as to such shares.
CUSIP No. 83362P102
|
13D
|
Page
6 of 9
Pages
|
The number of shares of Class A Stock owned
beneficially by Mr. Runnels also include: (ii) 10,000 shares which are held by High Tide, a family investment vehicle, of which
Mr. Runnels is 80% owner and the sole manager; (iii) 64,804 shares which are held by TR Winston, of which Mr. Runnels is the
majority owner, Chairman of the Board and Chief Executive Officer; and (iv) 56,000 shares which are held by TRW Capital Management,
a family investment vehicle, of which Mr. Runnels is the sole owner and the sole manager. Mr. Runnels has sole voting and dispositive
powers as to the foregoing shares.
The number of shares of Class A Stock owned
beneficially by Mr. Runnels excludes: (i) 55,000 shares underlying warrants of the Issuer which are held by the Runnels Family
Trust; (ii) 5,000 shares underlying a warrant of the Issuer which is held by High Tide; (iii) 277,532 shares underlying warrants
of the Issuer which are held by TR Winston; and (iv) 26,000 shares underlying a warrant which is held by TRW Capital Management.
Under the terms of the warrants, the holder may not exercise the warrants to the extent such exercise would cause the holder, together
with its affiliates, to beneficially own a number of shares of Class A common stock which would exceed 4.99% of the outstanding
shares of Class A Stock following such exercise. This limitation (the “
Blocker
”) may be increased to 9.99% at
the holder’s option upon 61 days’ notice to the Issuer.
The shares of Class A Stock owned beneficially
by Mr. Runnels do not include the shares of Class A Stock owned beneficially by Mr. Antebi, as to which shares Mr. Runnels
disclaims beneficial ownership.
Mr. Antebi owns beneficially 450,000 outstanding
shares of Class A Stock as to which he has sole voting and dispositive powers.
The number of Class A Stock owned beneficially
by Mr. Antebi excludes 267,500 shares of Class A Stock issuable upon the exercise of warrants of the Issuer which he holds. The
warrants contain the Blocker described above.
The shares of Class A Stock owned beneficially
by Mr. Antebi do not include the shares of Class A Stock owned beneficially by Mr. Runnels, as to which shares Mr. Antebi
disclaims beneficial ownership.
(c) The
following table sets forth the transactions in the Issuer’s Class A Stock that were effected during the past sixty days
by Mr. Antebi. All transactions were effected in the open market.
CUSIP No. 83362P102
|
13D
|
Page
7 of 9
Pages
|
Quantity
|
|
|
Price
|
|
|
Action
Name US
|
|
Trade
Date
|
|
Settled
Date
|
|
Amount
|
|
|
-4000
|
|
|
|
2.4259
|
|
|
Sell
|
|
3/1/2017
|
|
3/6/2017
|
|
|
9695.93
|
|
|
-3000
|
|
|
|
2.655
|
|
|
Sell
|
|
2/23/2017
|
|
2/28/2017
|
|
|
7957.48
|
|
|
-1000
|
|
|
|
2.704
|
|
|
Sell
|
|
2/23/2017
|
|
2/28/2017
|
|
|
2696.84
|
|
|
-1000
|
|
|
|
2.6706
|
|
|
Sell
|
|
2/23/2017
|
|
2/28/2017
|
|
|
2663.44
|
|
|
-1000
|
|
|
|
2.714
|
|
|
Sell
|
|
2/23/2017
|
|
2/28/2017
|
|
|
2706.84
|
|
|
965
|
|
|
|
3.026
|
|
|
Buy
|
|
2/16/2017
|
|
2/22/2017
|
|
|
-2927.09
|
|
|
-965
|
|
|
|
3.08833
|
|
|
Sell
|
|
2/15/2017
|
|
2/21/2017
|
|
|
2973.07
|
|
|
2500
|
|
|
|
2.996
|
|
|
Buy
|
|
2/2/2017
|
|
2/7/2017
|
|
|
-7497
|
|
|
2500
|
|
|
|
2.989168
|
|
|
Buy
|
|
2/2/2017
|
|
2/7/2017
|
|
|
-7479.92
|
|
|
-1500
|
|
|
|
3.25733
|
|
|
Sell
|
|
2/1/2017
|
|
2/6/2017
|
|
|
4878.74
|
|
|
-1000
|
|
|
|
3.2037
|
|
|
Sell
|
|
2/1/2017
|
|
2/6/2017
|
|
|
3196.53
|
|
|
-2500
|
|
|
|
2.95084
|
|
|
Sell
|
|
1/31/2017
|
|
2/3/2017
|
|
|
7369.67
|
|
|
5000
|
|
|
|
2.81
|
|
|
Buy
|
|
1/31/2017
|
|
2/3/2017
|
|
|
-14057
|
|
|
-500
|
|
|
|
3.07592
|
|
|
Sell
|
|
1/31/2017
|
|
2/3/2017
|
|
|
1530.89
|
|
|
500
|
|
|
|
2.992
|
|
|
Buy
|
|
1/31/2017
|
|
2/3/2017
|
|
|
-1503
|
|
|
-265
|
|
|
|
3.6513
|
|
|
Sell
|
|
1/27/2017
|
|
2/1/2017
|
|
|
960.54
|
|
|
265
|
|
|
|
3.37
|
|
|
Buy
|
|
1/27/2017
|
|
2/1/2017
|
|
|
-900.05
|
|
(d) The information set forth in Item
4, above is incorporated herein by reference.
(e) Except as described in this Report,
no person has the power to direct the receipt of dividends on, or proceeds of sales of, the shares of Class A Stock owned beneficially
by the Reporting Persons.
(f) Not applicable.
|
Item 6.
|
Contracts, Arrangements, Understanding or Relationships
with Respect to Securities of the Issuer
|
Other than as described in Item 4, above,
which information is incorporated herein by reference, there are no contracts, arrangements, understandings or relationships between
the Reporting Persons and any other person with respect to the securities of the Issuer.
|
Item 7.
|
Material to be Filed as Exhibits
|
Exhibit No.
|
|
Description of Exhibit
|
A
|
|
Agreement Regarding the Joint Filing of Schedule 13D
|
|
|
|
CUSIP No. 83362P102
|
13D
|
Page
8
of 9
Pages
|
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: March 29, 2017
|
/s/ G. Tyler Runnels
|
|
G. Tyler Runnels
|
|
|
Dated: March 29, 2017
|
/s/ Steven Antebi
|
|
Steven Antebi
|
CUSIP No. 83362P102
|
13D
|
Page
9
of 9
Pages
|
Exhibit A
AGREEMENT REGARDING THE JOINT FILING
OF
SCHEDULE 13D
The undersigned hereby execute this Agreement
as an exhibit to this Schedule 13D to evidence the agreement in accordance with the rules promulgated pursuant to the Securities
Exchange Act of 1934, joint file this Schedule 13D.
Dated: March 29, 2017
|
/s/ G. Tyler Runnels
|
|
G. Tyler Runnels
|
|
|
Dated: March 29, 2017
|
/s/ Steven Antebi
|
|
Steven Antebi
|