UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. __)
Under the Securities Exchange Act of 1934
Common Stock
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(Title of class of securities)
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3/13/2020
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(Date of event which requires filing of this statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
*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 the disclosures provided in a prior cover page.
The information required in 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).
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control
number.
1
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NAMES OF REPORTING PERSONS
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Camac Fund, LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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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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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware, United States of America
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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
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0
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6
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SHARED VOTING POWER
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7
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SOLE DISPOSITIVE POWER
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8
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SHARED DISPOSITIVE POWER
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,752,832
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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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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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5.9%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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1
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NAMES OF REPORTING PERSONS
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Camac Partners, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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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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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware, United States of America
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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
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0
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6
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SHARED VOTING POWER
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7
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SOLE DISPOSITIVE POWER
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8
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SHARED DISPOSITIVE POWER
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,752,832
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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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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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5.9%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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1
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NAMES OF REPORTING PERSONS
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Camac Capital, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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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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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware, United States of America
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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
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0
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6
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SHARED VOTING POWER
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7
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SOLE DISPOSITIVE POWER
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8
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SHARED DISPOSITIVE POWER
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,752,832
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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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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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5.9%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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1
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NAMES OF REPORTING PERSONS
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Eric Shahinian
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☒
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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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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware, United States of America
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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
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0
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6
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SHARED VOTING POWER
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7
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SOLE DISPOSITIVE POWER
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8
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SHARED DISPOSITIVE POWER
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,752,832
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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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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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5.9%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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288 Christian Street
Hanger C 2nd Floor
Oxford, CT 06478
Item 2 (a). Name of Person Filing: This
schedule 13G with respect to the Common Stock is filed by Camac Fund, LP, a Delaware limited partnership (“Camac Fund”), Camac Partners, LLC, a Delaware limited partnership (“Camac Partners”), Camac Capital, LLC, a Delaware limited liability
company (“Camac Capital”), and Eric Shahinian. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons”.
Camac Partners is the investment manager of Camac Fund. Camac Capital is the general partner of Camac Fund and Camac Partners. Mr. Shahinian is the managing member of Camac Capital. By virtue of these relationships,
each of Camac Fund, Camac Partners, Camac Capital, and Eric Shahinian may be deemed to beneficially own the Shares (as defined below) owned by Camac Fund.
The address of the principal business office of Camac Fund, Camac Partners, Camac Capital and Eric Shahinian is 350 Park Avenue, 13th Floor, New York, NY 10022.
Item 2 (c). Citizenship: Camac Fund, Camac Partners, and Camac Capital were
organized, associated or formed under the laws of the State of Delaware. Eric Shahinian is a citizen of the United States of America.
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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;
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j.
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☐ A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);
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k.
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☐ Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____
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On March 17, 2020, Camac Fund directly held 1,752,832 shares of the Common Stock of the Company.
The percentages used herein and in the rest of this Schedule 13G are calculated based upon a total of 29,871,078 shares of Common Stock issued and outstanding as of November 12, 2019, as reported in
Nxt-ID Inc.’s Form 10-Q for the period ended September 30, 2019. All shares of Nxt-ID Inc. are held directly by Camac Fund, and deemed beneficially owned by Mr. Shahinian. Mr. Shahinian disclaims beneficial ownership of the shares held directly by
Camac Fund.
Camac Fund
Camac Capital
Eric Shahinian
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of
securities, check the following ☐.
Not applicable.
Not applicable.
Not applicable.
Not applicable.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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
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: March 17, 2020
EXHIBIT INDEX
Exhibit A - Joint Filing Agreement dated March 17, 2020 by and between Camac Fund, Camac Partners, Camac Capital
and Eric Shahinian.