UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13G
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT
NO. __)
Harbor
Custom Development, Inc.
(Name
of Issuer)
Common
Stock, Preferred, Warrants
(Title
of Class of Securities)
41150T108
(CUSIP
Number)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐
Rule 13d-1(b)
☐
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 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).
1.
NAMES OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Tiburon
Opportunity Fund LP
EIN
# 27-1985953
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
☐
(b)
☐
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
United
States of America
5.
SOLE VOTING POWER, NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON –
443,000
(common shares)
958,000
(represents 958,000 Warrants)
6.
SHARED VOTING POWER -
0
7.
SOLE DISPOSITIVE POWER –
2,039,940
shares (Represents 115,000 shares Series A Cumulative Convertible Preferred Stock converted into 638,940 common shares [Ratio 1 PFD =
5.556 COM], 443,000 Common shares and 958,000 Warrants.)
8.
SHARED DISPOSITIVE POWER -
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -
2,039,940
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11.88%
12.
TYPE OF REPORTING PERSON
HC,
IN
ITEM
1 (a) NAME OF ISSUER:
Harbor
Custom Development, Inc.
ITEM
1 (b) ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:
11505
Burnham Dr., Suite 301
Gig
Harbor, WA 98332
ITEM
2 (a) NAME OF PERSON FILING:
Tiburon
Opportunity Fund LP
ITEM
2 (b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
13313
Point Richmond Beach Road NW
Gig
Harbor, WA 98332
ITEM
2 (c) CITIZENSHIP:
United
States of America
ITEM
2 (d) TITLE OF CLASS OF SECURITIES:
Common
Stock
ITEM
2 (e) CUSIP NUMBER:
41150T108
ITEM
3 IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B) OR 13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:
(a) |
☐ |
Broker
or dealer registered under Section 15 of the Exchange Act. |
(b) |
☐ |
Bank
as defined in Section 3(a)(6) of the Exchange Act. |
(c) |
☐ |
Insurance
Company defined in Section 3(a)(19) of the Exchange Act. |
(d) |
☐ |
Investment
Company registered under Section 8 of the Investment Company Act. |
(e) |
☐ |
An
Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E) |
(f) |
☐ |
An
employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(ii)(F) |
(g) |
☐ |
A
parent holding company or control person in accordance Rule 13d-1(b)(1)(ii)(G) |
(h) |
☐ |
A
savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. |
(i) |
☐ |
A
church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; |
(j) |
☐ |
Group,
in accordance with Rule 13d-1(b)(1)(ii)(J) |
ITEM
4 OWNERSHIP
(a)
AMOUNT BENEFICIALLY OWNED: 2,039,940
(b)
PERCENT OF CLASS: 13.83%
The
percentage set forth in Item 4(b) is calculated based on the 14,752,282 shares of the Issuer’s Common Stock based on 13,155,342
shares outstanding as reported in the Issuer’s Issuer’s 10-Q for the period December 31, 2021 (filed March 24, 2022) plus
our 638,940 Series A Cumulative Convertible Preferred Stock and 958,000 Warrants, as converted.
(c)
NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i)
SOLE POWER TO VOTE OR DIRECT THE VOTE 443,000
(ii)
SHARED POWER TO VOTE OR DIRECT THE VOTE 0
(iii)
SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF 443,000
(iv)
SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF 0
ITEM
5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
ITEM
6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
ITEM
7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
ITEM
8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF A GROUP
ITEM
9 NOTICE OF DISSOLUTION OF GROUP
ITEM
10. CERTIFICATION.
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary
course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the
issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or
effect
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) |
|
4/11/2022 |
|
|
|
/s/
Peter Bortel |
|
Peter Bortel |
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