Amended Statement of Beneficial Ownership (sc 13d/a)
December 23 2019 - 4:20PM
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. 4)
FTE
NETWORKS, INC.
(Name of Issuer)
Common
Stock, par value $0.001 per share
(Title of Class of Securities)
86723M304
(CUSIP Number)
Mr.
Brian P. McMahon
237 West 35th Street
Suite 901
New York, New York 10001
Telephone: (212) 766-8800
(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
December 23, 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 be not deemed to be “filed” for the purpose of
Section 18 of the Securities Exchange Act of 134 (“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
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Page
2 of 4
|
1.
|
Names of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
Brian McMahon
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2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions) N/A
|
|
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(a)
[ ]
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|
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(b)
[ ]
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3.
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SEC Use Only
|
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4.
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Source
of Funds (See Instructions)
OO
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|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[ ]
|
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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. McMahon.
|
|
|
8.
|
Shared Voting Power:
|
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0
|
9.
|
Sole
Dispositive Power:
|
|
713,026
shares of Common Stock owned directly and beneficially by Mr. McMahon.
|
|
|
10.
|
Shared
Dispositive Power:
0
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person:
|
|
713,026
shares of Common Stock.
|
|
|
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):
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|
3.4%
of the outstanding shares of Common Stock.*
|
|
|
14.
|
Type of Reporting Person (See Instructions)
IN
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*
Percentage calculated based on 20,865,262 shares of Common Stock outstanding as of October 14, 2019.
CUSIP
No. 86723M304
|
SCHEDULE
13D
|
Page
3 of 4
|
Item
1 of this Schedule 13D is amended to add the following:
On
December 23, 2019, the Reporting Person entered into a Preferred Stock Repurchase Agreement dated as of December 23, 2019 with
FTE Networks, Inc., a Nevada corporation (“FTE” or the “Issuer”), and Fred Sacramone pursuant to which
the Reporting Person sold to the Issuer all of the shares of Series H Preferred Stock, par value $0.01 per share (the “Series
H Preferred Stock”), of the Issuer owned by the Reporting Person for a purchase price equal to $67.00. As a result
of such sale, the Reporting Person beneficially owns only the 713,026 shares of Common Stock, par value $0.001 per share (the
“Common Stock”), reported hereby and has ceased to be the beneficial owner of more than five percent of the Issuer’s
issued and outstanding shares of Common Stock.
Item
5 of this Schedule 13D is amended to add the following:
The information set forth in Item
1 is hereby incorporated by reference into this Item 5. On December 23, 2019, the Reporting Person ceased to be the beneficial
owner of any class of the Issuer’s securities.
Item
7. Material to be Filed as Exhibits
CUSIP
No. 86723M304
|
SCHEDULE
13D
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Page
4 of 4
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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:
December 23, 2019
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/s/
Brian McMahon
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Brian
McMahon
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