Amended Statement of Beneficial Ownership (sc 13d/a)
July 05 2019 - 5:25PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)
FTE
NETWORKS, INC.
(Name
of Issuer)
Common
Stock, par value $0.001 per share
Series
H Preferred Stock, par value $0.01 per share
(Title of Class of Securities)
Common
Stock: 86723M304
Series
H Preferred Stock: Not Applicable
(CUSIP
Number)
Mr.
Fred Sacramone
34
Haas Road
Basking
Ridge, New Jersey 07920
Telephone:
(917) 796-8291
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
Copy
to:
Pryor
Cashman, LLP
7
Times Square
New
York, New York 10036
Attn:
Eric M. Hellige, Esq.
Telephone:
(212) 326-0846
July
2, 2019
(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 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. [ ]
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. 86723M304
|
SCHEDULE 13D
|
Page
2
of 4
|
1.
|
Names
of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
|
|
Fred Sacramone
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions) N/A
|
|
|
(a) [ ]
|
|
|
(b)
[ ]
|
3.
|
SEC
Use Only
|
|
4.
|
Source of Funds (See Instructions)
OO
|
|
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:
|
|
713,026
shares of Common Stock owned directly and beneficially by Mr. Sacramone.
|
|
33
shares of Series H Preferred Stock owned directly and beneficially by Mr. Sacramone, which represents 33% of the outstanding
shares of Series H Preferred Stock.
(1)
|
8.
|
Shared
Voting Power:
|
|
0
|
9.
|
Sole
Dispositive Power:
|
|
713,026
shares of Common Stock owned directly and beneficially by Mr. Sacramone.
|
|
33
shares of Series H Preferred Stock owned directly and beneficially by Mr. Sacramone.
(1)
|
10.
|
Shared Dispositive Power:
0
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person:
|
|
713,026
shares of Common Stock.
|
|
33
shares of Series H Preferred Stock.
(1)
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
|
[ ]
|
13.
|
Percent
of Class Represented by Amount in Row (11):
|
|
3.49%
of the outstanding shares of Common Stock.
|
|
33%
of the outstanding shares of Series H Preferred Stock.
(1)
|
14.
|
Type
of Reporting Person (See Instructions)
|
|
IN
|
*
Percentage calculated based on 20,455,262 shares of Common Stock outstanding as of July 2, 2019
.
(1)
|
The
Series H Preferred Stock entitles the holders, voting separately as a class, to vote 51% of the total number of votes cast
by all classes of the Issuer’s capital stock. The Series H Preferred Stock is perpetual, but is not convertible
into Common Stock or redeemable and is not entitled to any distribution.
|
CUSIP No. 86723M304
|
SCHEDULE 13D
|
Page
3
of 4
|
Item
1 of this Schedule 13D is amended to add the following:
This
statement relates to the Common Stock, par value $0.001 per share (the “Common Stock”) and the Series H Preferred
Stock, par value $0.01 per share (the “Series H Preferred Stock”), of FTE Networks, Inc., a Nevada corporation (“FTE”
or the “Issuer”). The Issuer’s principal executive offices are located 237 West 35
th
Street, Suite
806, 10001.
Item
3 of this Schedule 13D is amended to add the following:
On
July 2, 2019, the Issuer entered into an Agreement to Exchange Series A and Series A-1 Convertible Preferred Stock for Series
H Preferred Stock (the “Exchange Agreement”), with the Reporting Person. The Exchange Agreement provided for the exchange
by the Reporting Person of 650 shares of the Issuer’s Series A Preferred Stock, par value $0.01 (the “Series A Preferred
Stock”) and 99 shares of the Issuer’s Series A-1 Convertible Preferred Stock, par value $0.01 (the “Series A-1
Preferred Stock”) for 33 shares of Series H Preferred Stock.
The
Reporting Person acquired the Series A Preferred Stock and Series A-1 Preferred Stock on July 2, 2019 as partial consideration
for restructuring certain of the Reporting Person’s promissory notes pursuant to the Issuer’s debt restructuring,
as further described in the Current Report on Form 8-K filed by the Issuer on June 14, 2019 and the Current Report on Form 8-K
to be filed by the Issuer on or about July 8, 2019.
The
foregoing description of the Exchange Agreement is not complete and is qualified in its entirely by reference to the full text
of such agreement which is referenced as Exhibit 1 to this Statement.
Item
4 of this Schedule 13D is amended to add the following:
The
shares of the Issuer’s Series H Preferred Stock acquired by the Reporting Person were acquired pursuant to the Exchange
Agreement referred to in Item 3 hereto. The purpose of the transaction is described in Item 3 hereto. The information set forth
in Item 3 is hereby incorporated in this Item 4 by reference.
The
Reporting Person does not have any plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs
(a) through (j) of Item 4 of Schedule 13D. The Reporting Person may, at any time and from time to time, review or reconsider its
position and/or change his purpose and/or formulate plans or proposals with respect thereto.
Item
5 of this Schedule 13D is amended to add the following:
The
information set forth in Item 3 and Item 4 is hereby incorporated by reference into this Item 5. The Reporting Person is the beneficial
owner of an aggregate of 33 shares of Series H Preferred Stock, which shares represent 33% of the outstanding shares of Series
H Preferred Stock of the Issuer. The Reporting Person has the sole power to vote and to dispose of all of such shares.
Item
7. Material to be Filed as Exhibits
CUSIP No. 86723M304
|
SCHEDULE 13D
|
Page
4
of 4
|
SIGNATURE
After
reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is
true, complete and correct.
Date:
July 5, 2019
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