Statement of Ownership (sc 13g)
July 19 2017 - 5:12PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
ECO
BUILDING PRODUCTS, INC.
(Name
of Issuer)
Common
Stock, par value $0.001 per share
(Title
of Class of Securities)
268277308
(CUSIP
Number)
July
14, 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. 268277308
|
|
13G
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Page
2 of 6 Pages
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1.
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NAMES
OF REPORTING PERSONS
Redwood
Management, LLC
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
(a)
[ ]
(b)
[X]
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3.
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SEC
USE ONLY
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Florida
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE
VOTING POWER
28,300,000*
(1)
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6.
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SHARED
VOTING POWER
23,843,231
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7.
|
SOLE
DISPOSITIVE POWER
28,300,000*
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8.
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SHARED
DISPOSITIVE POWER
23,843,231
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
52,143,231**
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10
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.40%
(based on the total of 704,925,771 shares of Common Stock outstanding).
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12.
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TYPE
OF REPORTING PERSON (see instructions)
OO—Limited
Liability Company
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*On
May 18, 2017, the Reporting Person converted 50.94 shares of the Issuer’s Series C 12% Convertible Preferred Stock into
28,300,000 shares of the Issuer’s Common Stock (the “Common Stock”) reported on Rows (5) and (7), above.
**
The Reporting Person may be deemed
to have shared power to vote and shared power to dispose of an aggregate of 52,143,231 shares owned by the entities listed below
taken together as a whole since Redwood Management, LLC and MAK, LLC are under the common control of the same principal, Gary
Rogers, who controls all of the equity interests in MAK, LLC and half of the equity interests in Redwood Management, LLC.
Name
|
|
Shares
|
|
|
|
Redwood
Management, LLC
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|
28,300,000
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MAK,
LLC
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|
23,843,231
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CUSIP
No. 268277308
|
|
13G
|
|
Page
3 of 6 Pages
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Item
1.
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(a)
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Name
of Issuer
Eco
Building Products, Inc., a Colorado corporation.
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|
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(b)
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Address
of Issuer’s Principal Executive Offices
11568
Sorento Valley Road, Suite 13, San Diego, California 92121
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Item
2.
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(a)
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Name
of Person Filing
This
Schedule 13G is being filed by Redwood Management, LLC, a Florida limited liability company, with respect to shares of
common stock, $0.001 par value, of the Issuer beneficially owned by the Reporting Person.
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(b)
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Address
of the Principal Office or, if none, residence
16850
Collins Ave, Suite 112-341, Sunny Isles Beach, Florida, 33160
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(c)
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Citizenship
The
Reporting Person is a Florida limited liability company.
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(d)
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Title
of Class of Securities
Common
Stock, $0.001 value per share
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|
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(e)
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CUSIP
Number
268277308
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CUSIP
No. 268277308
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|
13G
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Page
4 of 6 Pages
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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:
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(a)
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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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(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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(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)
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An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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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)
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Group,
in accordance with §240.13d-1(b)(1)(ii)(J).
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Item
4. Ownership.
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(a)
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Amount
beneficially owned:
52,143,231*
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(b)
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Percent
of class: 7.40%
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(c)
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Number
of shares as to which the Reporting Person has:
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a.
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Sole
power to vote or to direct the vote:
28,000,000
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b.
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Shared
power to vote or to direct the vote
: 52,143,231
|
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c.
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Sole
power to dispose or direct the disposition of:
28,000,000
|
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d.
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Shared
power to dispose or direct the disposition: 52,143,231
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*On
May 18, 2017, the Reporting Person converted 50.94 shares of the Issuer’s Series C 12% Convertible Preferred Stock into
28,300,000 shares of the Issuer’s Common Stock
The
Reporting Person may be deemed to have shared power to vote and shared power to dispose of an aggregate of 52,143,231 shares owned
by the entities listed below taken together as a whole since Redwood Management, LLC and MAK, LLC are under the common control
of the same principal, Gary Rogers, who controls all of the equity interests in MAK, LLC and half of the equity interests in Redwood
Management, LLC.
Item
5. Ownership of Five Percent or Less of a Class.
Not
Applicable.
Item
6. Ownership of More than Five Percent on Behalf of Another Person.
Not
applicable.
CUSIP
No. 268277308
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|
13G
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Page
5 of 6 Pages
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Item
7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
Not
applicable.
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 the Reporting Person certifies that, to the best of its 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.
[Signatures
on Following Page]
CUSIP
No. 268277308
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13G
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Page
6 of 6 Pages
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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.
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Redwood
Management, LLC
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By:
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/s/
Gary Rogers
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Name:
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Gary
Rogers
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Title:
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Manager
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