Amended Statement of Ownership (sc 13g/a)
December 30 2020 - 12:17PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G/A
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)*
NTN
BUZZTIME, INC.
(Name
of Issuer)
Common
Stock
(Title
of Class of Securities)
629410606
(CUSIP
Number)
June
17, 2020
(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. 629410606
|
13G/A
|
Page
2 of 6 Pages
|
1.
|
NAMES
OF REPORTING PERSONS
Pincus
Reisz (1)
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
(a) [X]
(b) [ ]
|
3.
|
SEC
USE ONLY
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
U.S.
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
0
|
6.
|
SHARED
VOTING POWER
93,098
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
8.
|
SHARED
DISPOSITIVE POWER
93,098
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
93,098
|
10.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see
instructions) [ ]
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.1%
(2)
|
12.
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
(1)
|
Mr.
Reisz is President of P R Diamonds, Inc.
|
|
(2)
|
This
percentage is calculated based on 2,962,866 shares of common stock outstanding as of November 10, 2020. Together, Mr. Reisz
and P R Diamonds, Inc. beneficially own 3.1% of the issuer’s outstanding common stock.
|
CUSIP
No. 629410606
|
13G/A
|
Page
3 of 6 Pages
|
1.
|
NAMES
OF REPORTING PERSONS
P
R Diamonds, Inc. (3)
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
13-3886839
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
(a) [X]
(b) [ ]
|
3.
|
SEC
USE ONLY
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
New
York (United States)
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
0
|
6.
|
SHARED
VOTING POWER
93,098
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
8.
|
SHARED
DISPOSITIVE POWER
93,098
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
93,098
|
10.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see
instructions) [ ]
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.1%
(4)
|
12.
|
TYPE
OF REPORTING PERSON (see instructions)
CO
|
|
(3)
|
Mr.
Reisz is President of P R Diamonds, Inc.
|
|
(4)
|
This
percentage is calculated based on 2,962,866 shares of common stock outstanding as of November 10, 2020. Together, Mr. Reisz
and P R Diamonds, Inc. beneficially own 3.1% of the issuer’s outstanding common stock.
|
CUSIP
No. 629410606
|
13G/A
|
Page
4 of 6 Pages
|
Item
1.
|
(a)
|
Name
of issuer: NTN BUZZTIME, INC. (the “Issuer”)
|
|
|
|
|
(b)
|
Address
of issuer’s principal executive offices: 1800 Aston Ave., Suite 100, Carlsbad, California, 92008
|
Item
2.
|
(a)
|
Name
of person filing: This Amendment No. 1 on Schedule 13G/A(“Schedule 13G/A”) is being filed on behalf of Pincus
Reisz and P R Diamonds, Inc., as joint filers (each, a “Reporting Person” and together, “Reporting Persons”).
The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G/A as Exhibit
1.1, pursuant to which the Reporting Persons have agreed to file this Schedule 13G/A jointly in accordance with the provisions
of Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
|
|
|
|
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(b)
|
Address
of the principal business office or, if none, residence: The principal business office of the Reporting Persons is 580 5th
Ave., Room 1203, New York, NY 10036.
|
|
|
|
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(c)
|
Citizenship:
Mr. Reisz is a citizen of the United States. P R Diamonds, Inc. is a corporation incorporated under the laws of the State
of New York in the United States.
|
|
|
|
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(d)
|
Title
of class of securities: Common stock
|
|
|
|
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(e)
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CUSIP
No.: 629410606
|
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:
|
|
(a)
|
[ ]
|
Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o);
|
|
|
|
|
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(b)
|
[ ]
|
Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
|
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|
|
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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)
|
[ ]
|
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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|
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(j)
|
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A
non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
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(k)
|
[ ]
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Group,
in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J),
please specify the type of institution:__________________________
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CUSIP
No. 629410606
|
13G/A
|
Page
5 of 6 Pages
|
Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in
Item 1.
(a)
|
Amount
beneficially owned: 93,098
|
|
|
(b)
|
Percent
of class: 3.1%
|
|
|
(c)
|
Number
of shares as to which the person has:
|
|
(i)
|
Sole
power to vote or to direct the vote: 0
|
|
|
|
|
(ii)
|
Shared
power to vote or to direct the vote: 93,098
|
|
|
|
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(iii)
|
Sole
power to dispose or to direct the disposition of: 0
|
|
|
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of: 93,098
|
Mr.
Reisz holds 16,805 shares of the Issuer’s common stock and P R Diamonds, Inc. holds 76,293 shares of the Issuer’s
common stock. Mr. Reisz is the President of P R Diamonds, Inc. Mr. Reisz and P R Diamonds, Inc. have joint voting and dipositive
power of the 93,098 shares of the Issuer’s common stock owned by the Reporting Persons. The percentage of ownership of the
Issuer’s common stock owned by the Reporting Persons is based on 2,962,866 shares of the Issuer’s common stock issued
and outstanding as of November 10, 2020, the latest information reported by the Issuer in the Issuer’s Quarterly Report
on Form 10-Q for the quarter ended September 30, 2020, as filed with the Securities and Exchange Commission on November 13, 2020.
Item
5.
|
Ownership
of 5 Percent or Less of a Class.
|
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 [X].
Item
6.
|
Ownership
of More than 5 Percent on Behalf of Another Person.
|
Not
applicable.
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control
Person.
|
Not
applicable.
Item
8.
|
Identification
and Classification of Members of the Group.
|
Please
see Exhibit 1.1 attached hereto.
Item
9.
|
Notice
of Dissolution of Group.
|
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, other than
activities solely in connection with a nomination under § 240.14a-11.
CUSIP
No. 629410606
|
13G/A
|
Page
6 of 6 Pages
|
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.
Dated:
December 30, 2020
|
/s/
Pincus Reisz
|
|
Pincus
Reisz
|
|
|
|
P
R DIAMONDS INC.
|
|
|
|
Dated:
December 30, 2020
|
By:
|
/s/
Pincus Reisz
|
|
Name:
|
Pincus
Reisz
|
|
Title:
|
President
|
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