(Amendment No. 6)
‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾
‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾
‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾
‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾
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 [ ]
CUSIP No.
627335201
|
13D/A
|
Page 2 of 14
|
1
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wynnefield Partners Small Cap Value, L.P. I 13-3953291
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS*
WC
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
[ ]
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
574,237 (See Item 5)
|
8
|
SHARED VOTING POWER
0 (See Item 5)
|
9
|
SOLE DISPOSITIVE POWER
574,237 (See Item 5)
|
10
|
SHARED DISPOSITIVE POWER
0 (See Item 5)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
574,237 (See Item 5)
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
[ ]
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.9%
|
14
|
TYPE OF REPORTING PERSON*
PN
|
|
|
|
|
CUSIP No.
627335201
|
13D/A
|
Page 3 of 14
|
1
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wynnefield Partners Small Cap Value, L.P. 13-3688497
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS*
WC
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
[ ]
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
364,823 (See Item 5)
|
8
|
SHARED VOTING POWER
0 (See Item 5)
|
9
|
SOLE DISPOSITIVE POWER
364,823 (See Item 5)
|
10
|
SHARED DISPOSITIVE POWER
0 (See Item 5)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
364,823 (See Item 5)
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
[ ]
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.5%
|
14
|
TYPE OF REPORTING PERSON*
PN
|
|
|
|
|
CUSIP No.
627335201
|
13D/A
|
Page 4 of 14
|
1
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wynnefield Small Cap Value Offshore Fund, Ltd. (No IRS Identification
No.)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS*
WC
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
[ ]
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
357,245 (See Item 5)
|
8
|
SHARED VOTING POWER
0 (See Item 5)
|
9
|
SOLE DISPOSITIVE POWER
357,245 (See Item 5)
|
10
|
SHARED DISPOSITIVE POWER
0 (See Item 5)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
357,245 (See Item 5)
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
[ ]
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.4%
|
14
|
TYPE OF REPORTING PERSON*
CO
|
|
|
|
|
CUSIP No.
627335201
|
13D/A
|
Page 5 of 14
|
1
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wynnefield Capital, Inc. Profit Sharing Plan
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS*
N/A
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
[ ]
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
40,000 (See Item 5)
|
8
|
SHARED VOTING POWER
0 (See Item 5)
|
9
|
SOLE DISPOSITIVE POWER
40,000 (See Item 5)
|
10
|
SHARED DISPOSITIVE POWER
0 (See Item 5)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,000 (See Item 5)
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
[ ]
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3%
|
14
|
TYPE OF REPORTING PERSON*
CO
|
|
|
|
|
CUSIP No.
627335201
|
13D/A
|
Page 6 of 14
|
1
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wynnefield Capital Management, LLC 13-4018186
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS*
N/A
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
[ ]
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
New York
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
939,060 (See Item 5)
|
8
|
SHARED VOTING POWER
0 (See Item 5)
|
9
|
SOLE DISPOSITIVE POWER
939,060 (See Item 5)
|
10
|
SHARED DISPOSITIVE POWER
0 (See Item 5)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
939,060 (See Item 5)
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
[ ]
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.4%
|
14
|
TYPE OF REPORTING PERSON*
OO
|
|
|
|
|
CUSIP No.
627335201
|
13D/A
|
Page 7 of 14
|
1
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wynnefield Capital, Inc. 13-3688495
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS*
N/A
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
[ ]
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
357,245 (See Item 5)
|
8
|
SHARED VOTING POWER
0 (See Item 5)
|
9
|
SOLE DISPOSITIVE POWER
357,245 (See Item 5)
|
10
|
SHARED DISPOSITIVE POWER
0 (See Item 5)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
357,245 (See Item 5)
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
[ ]
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.4%
|
14
|
TYPE OF REPORTING PERSON*
CO
|
|
|
|
|
CUSIP No.
627335201
|
13D/A
|
Page 8 of 14
|
1
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Nelson Obus
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS*
N/A
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
[ ]
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0 (See Item 5)
|
8
|
SHARED VOTING POWER
1,336,305 (See Item 5)
|
9
|
SOLE DISPOSITIVE POWER
0 (See Item 5)
|
10
|
SHARED DISPOSITIVE POWER
1,336,305 (See Item 5)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,336,305 (See Item 5)
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
[ ]
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.1%
|
14
|
TYPE OF REPORTING PERSON*
IN
|
|
|
|
|
CUSIP No.
627335201
|
13D/A
|
Page 9 of 14
|
1
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Joshua Landes
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS*
N/A
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
[ ]
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0 (See Item 5)
|
8
|
SHARED VOTING POWER
1,336,305 (See Item 5)
|
9
|
SOLE DISPOSITIVE POWER
0 (See Item 5)
|
10
|
SHARED DISPOSITIVE POWER
1,336,305 (See Item 5)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,336,305 (See Item 5)
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
[ ]
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.1%
|
14
|
TYPE OF REPORTING PERSON*
IN
|
|
|
|
|
CUSIP No.
627335201
|
13D/A
|
Page 10 of 14
|
Item 1. Security and Issuer.
This Amendment No.
6 amends the Statement of Beneficial Ownership on Schedule 13D originally filed with the Securities and Exchange Commission (the
“Commission”) on July 1, 2015 and as amended by Amendment No. 1 filed on November 9, 2015, Amendment No. 2 filed on
September 15, 2016, Amendment No. 3 filed on November 22, 2016, Amendment No. 4 filed on July 10, 2017 and Amendment No. 5 filed
on November 1, 2017 (the “Schedule 13D”) by the Wynnefield Reporting Persons (as defined in the Schedule 13D) with
respect to shares of common stock, $0.001 par value per share (the “Common Stock”) of MusclePharm Corp., a Nevada corporation
(the “Issuer”), whose principal executive office are located at 4721 Ironton Street, Building A, Denver, Colorado 80239.
Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Schedule 13D.
Item 3. Source and Amount of Funds or
Other Consideration.
Item 3 of the Schedule
13D is hereby amended by adding the following paragraph at the end of Item 3:
On December 27, 2017,
Wynnefield Partners and Wynnefield Partners I sold 120,000 and 180,000 shares of Common Stock, respectively, in a private sale
at the price $1.00 per share (the “Sale”).
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended
and restated as follows:
(a), (b) and (c) As
of January 3, 2018, the Wynnefield Reporting Persons beneficially owned in the aggregate 1,336,305 shares of Common Stock, constituting
approximately 9.1% of the outstanding shares of Common Stock. The percentage of shares of Common Stock reported as being beneficially
owned by the Wynnefield Reporting Persons is based upon 14,650,554 shares outstanding as of November 1, 2017, as set forth in the
Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, filed with the Securities and Exchange Commission
(the “Commission”) on November 14, 2017.
The following table
sets forth certain information with respect to Common Stock directly beneficially owned by the Wynnefield Reporting Persons listed
below:
Name
|
Number of Common Stock
|
Percentage of Outstanding Common Stock
|
Wynnefield Partners I
|
574,237
|
3.9%
|
Wynnefield Partners
|
364,823
|
2.5%
|
Wynnefield Offshore
|
357,245
|
2.4%
|
Plan
|
40,000
|
0.3%
|
WCM is the sole general
partner of Wynnefield Partners and Wynnefield Partners I and, accordingly, may be deemed to be the indirect beneficial owner (as
that term is defined under Rule 13d-3 under the Exchange Act) of the Common Stock that Wynnefield Partners and Wynnefield Partners
I beneficially own. WCM, as the sole general partner of Wynnefield Partners and Wynnefield Partners I, has the sole power to direct
the voting and disposition of the Common Stock that Wynnefield Partners and Wynnefield Partners I beneficially own. Messrs. Obus
and Landes are the co-managing members of WCM and, accordingly, each of Messrs. Obus and Landes may be deemed to be the indirect
beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Stock that WCM may be deemed to
beneficially own. Each of Messrs. Obus and Landes, as co-managing members of WCM, share the power to direct the voting and disposition
of the shares of Common Stock that WCM may be deemed to beneficially own.
CUSIP No.
627335201
|
13D/A
|
Page 11 of 14
|
WCI is the sole investment
manager of Wynnefield Offshore and, accordingly, may be deemed to be the indirect beneficial owner (as that term is defined under
Rule 13d-3 under the Exchange Act) of the Common Stock that Wynnefield Offshore beneficially owns. WCI, as the sole investment
manager of Wynnefield Offshore, has the sole power to direct the voting and disposition of the Common Stock that Wynnefield Offshore
beneficially owns. Messrs. Obus and Landes are executive officers of WCI and, accordingly, each may be deemed to be the indirect
beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Stock that WCI may be deemed to
beneficially own. Messrs. Obus and Landes, as executive officers of WCI, share the power to direct the voting and disposition of
the shares of Common Stock that WCI may be deemed to beneficially own.
The Wynnefield Profit
Plan is an employee profit sharing plan. Mr. Obus and Mr. Landes are co-trustees of the Wynnefield Profit Plan and have the authority
to direct the voting and the disposition of the shares of Common Stock that the Wynnefield Profit Plan beneficially owns. Accordingly,
Mr. Obus and Mr. Landes may be deemed to be the indirect beneficial owners (as that term is defined under Rule 13d-3 under the
Exchange Act) of the shares of Common Stock that the Wynnefield Profit Plan may be deemed to beneficially own.
Beneficial ownership
of the Common Stock shown on the cover pages of and set forth elsewhere in this Schedule 13D for each member of the Wynnefield
Reporting Persons assumes that they have not formed a group for purposes of Section 13(d)(3) under the Exchange Act, and Rule 13d-5(b)(1)
promulgated thereunder. If the members of the Wynnefield Reporting Persons were deemed to have formed a group for purposes of Section
13(d)(3) and Rule 13d-5(b)(1), the group would be deemed to own beneficially (and may be deemed to have shared voting and dispositive
power over) in the aggregate 1,336,305 shares of Common Stock, constituting approximately 9.1% of the outstanding shares of Common
Stock. The percentage of shares of Common Stock reported as being beneficially owned by the Wynnefield Reporting Persons is based
upon 14,650,554 shares outstanding as of November 1, 2017, as set forth in the Issuer’s Quarterly Report on Form 10-Q for
the quarter ended September 30, 2017, filed with the Commission on November 11, 2017.
The filing of this
Schedule 13D and any future amendment by the Wynnefield Reporting Persons, and the inclusion of information herein and therein
with respect to WCM, WCI and Messrs. Obus and Landes, shall not be considered an admission that any of such persons, for the purpose
of Section 16(b) of the Exchange Act, are the beneficial owners of any shares in which such persons do not have a pecuniary interest.
Each of WCM, WCI and Messrs. Obus and Landes disclaims any beneficial ownership of the shares covered by this Schedule 13D.
On December 27, 2017,
Wynnefield Partners and Wynnefield Partners I sold 120,000 and 180,000 shares of Common Stock, respectively, in the Sale. Other
than the Sale, the Wynnefield Reporting Persons have not acquired or sold shares of Common Stock during the last 60 days. (d) and
(e). Not Applicable.
CUSIP No.
627335201
|
13D/A
|
Page 12 of 14
|
Item 6. Contracts, Arrangements, Understandings
or Relationships With Respect to Securities of the Issuer.
Item
6 of the Schedule 13D is hereby amended by adding the following paragraph at the end of Item 6:
On December 27, 2017,
Wynnefield Partners and Wynnefield Partners I sold 120,000 and 180,000 shares of Common Stock, respectively, in the Sale.
CUSIP No.
627335201
|
13D/A
|
Page 13 of 14
|
SIGNATURE
After reasonable inquiry and to the best
of their knowledge and belief, the undersigned certify that the information set forth in this Schedule 13D/A is true, complete
and correct.
Dated: January 3, 2018
WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I
By: Wynnefield Capital Management, LLC,
its General Partner
By:
/s/ Nelson Obus
Nelson Obus, Co-Managing Member
WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P.
By: Wynnefield Capital Management, LLC,
its General Partner
By:
/s/ Nelson Obus
Nelson Obus, Co-Managing Member
WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD.
By: Wynnefield Capital, Inc.,
its Investment Manager
By:
/s/ Nelson Obus
Nelson Obus, President
WYNNEFIELD CAPITAL INC. PROFIT SHARING PLAN, INC.
By:
/s/ Nelson Obus
Nelson Obus, Authorized Signatory
WYNNEFIELD CAPITAL MANAGEMENT, LLC
By:
/s/ Nelson Obus
Nelson Obus, Co-Managing Member
CUSIP No.
627335201
|
13D/A
|
Page 14 of 14
|
WYNNEFIELD CAPITAL, INC.
By:
/s/ Nelson Obus
Nelson Obus, President
/s/ Nelson Obus
Nelson Obus, Individually
/s/ Joshua Landes
Joshua Landes, Individually