Item 1. Security and Issuer.
This Amendment No. 8 to Schedule 13D (this “Amendment”) amends Amendment 7 to Schedule 13D filed on April 4, 2019 (“Amendment 7”). Amendment 7
amended Amendment 6 to Schedule 13D filed on January 2, 2019. Amendment 6 amended Amendment 5 to Schedule 13D filed on September 11, 2018. Amendment 5 amended the amended and restated Schedule 13D filed on April 25, 2018 as Amendment 4 (the
“Amended and Restated Schedule 13D”), by Kennedy Cabot Acquisition, LLC, a Nevada limited liability company (“KCA”), Gloria E. Gebbia, the Managing Member of KCA, Richard Gebbia, David Gebbia and John M. Gebbia (each a “Reporting Person” and
collectively, the “Reporting Persons”). The Amended and Restated Schedule 13D was filed by the Reporting Persons to amend and restate the Schedule 13D filed on December 21, 2016 (the “Original Schedule 13D”), as amended and supplemented by
Amendment No. 1 filed on January 11, 2018, Amendment No. 2 filed on January 26, 2018, and Amendment No. 3 filed on February 26, 2018.
This Amendment is being filed by the Reporting Persons relating to the common stock, par value $0.01 per share (the “Common Stock”), of Siebert
Financial Corp., a New York corporation (the “Issuer”), whose principal executive officers are located at 120 Wall Street, New York, NY 10005.
The Reporting Persons are filing this Amendment to report the transfers by gift of shares of Common Stock by Gloria E. Gebbia and family trusts
to various recipients.
This Amendment does not restate disclosures in the Amended and Restated Schedule 13D that are not being amended, and should be read in
conjunction with the Amended and Restated Schedule 13D. Except as set forth herein, the Amended and Restated Schedule 13D is unmodified. All capitalized terms used herein which are not defined herein have the meanings given to such terms in the
Amended and Restated Schedule 13D.
CUSIP No. 826176 10 9
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13D
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Page 8 of 9
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Item 5. Interest in Securities of the Issuer.
Item 5 of Amendment 7 is hereby amended and restated as follows:
(a)
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As of the date hereof:
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i.
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KCA beneficially owns 3,627,283 shares of Common Stock, representing approximately 13.4% of the outstanding Common Stock of the
Issuer.
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ii.
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Gloria E. Gebbia is the Managing Member of KCA and, as such, can vote or direct the vote or dispose or direct the disposition of
the shares of Common Stock owned by KCA, and (ii) Gloria E. Gebbia is the direct beneficial owner of 7,658,500 shares of Common Stock, representing approximately 28.2% of outstanding Common Stock of the Issuer, and she is the indirect
beneficial owner of the shares owned by KCA and she may be deemed to share indirect beneficial ownership of a total of 5,901,194 additional shares of Issuer Common Stock, owned by family trusts and certain members of Gloria E. Gebbia’s
family. Accordingly, Gloria E. Gebbia may be deemed to beneficially own, directly and indirectly, an aggregate of 17,186,977 shares of Common Stock, representing approximately 63.3% of the outstanding Common Stock of the Issuer.
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iii.
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John M. Gebbia is the direct beneficial owner of 1,794,919 shares of Issuer Common Stock, representing approximately 6.6% of
outstanding Common Stock of the Issuer and he may be deemed to share indirect beneficial ownership of a total of 18,000 additional shares of Issuer Common Stock, owned by certain family members.
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iv.
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Richard Gebbia is the direct beneficial owner of 2,608,319 shares of Issuer Common Stock, representing approximately 9.6% of
outstanding Common Stock of the Issuer and he may be deemed to share indirect beneficial ownership of a total of 329,000 additional shares of Issuer Common Stock, owned by certain family members.
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v.
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David Gebbia is the direct beneficial owner of 1,011,719 shares of Issuer Common Stock, representing approximately 3.7% of
outstanding Common Stock of the Issuer and he may be deemed to share indirect beneficial ownership of a total of 22,800 additional shares of Issuer Common Stock, owned by certain family members.
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Each of KCA, John M. Gebbia, Richard Gebbia and David Gebbia, as a member of the “group” with
the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed to own beneficially of the shares of Common Stock directly or beneficially owned by the other Reporting Persons,
which is, in the aggregate, 17,186,977 shares. Each of the Reporting Persons disclaims the beneficial ownership of such shares of Common Stock except to the extent of his or its pecuniary interest therein.
The percentage calculations in Item 5(a) are based on 27,157,188 total outstanding shares of
Common Stock as of March 29, 2019, as reported in the Issuer’s Annual Report on Form 10-K for the period ending December 31, 2018, filed with the SEC on March 29, 2019.
(b)
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The information contained in rows 7, 8, 9 and 10 on each of the cover pages of this Amendment is incorporated by reference in its
entirety into this Item 5(b).
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(c)
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Except as otherwise described in this Amendment, the Reporting Persons have not effected any transactions in the Common Stock or
other equity security of the Issuer during the last 60 days:
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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.