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).
CUSIP No. 627335201
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1.
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Names of Reporting Persons
INI Buyer, Inc.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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þ
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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
Delaware
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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
0
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6.
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Shared Voting Power
1,289,378
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
1,289,378
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9.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
1,289,378
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10.
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Check if the
Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
o
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11.
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Percent of Class
Represented by Amount in Row (9)
8.5%
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12.
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Type of Reporting
Person (See Instructions)
CO
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CUSIP No. 627335201
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1.
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Names of Reporting Persons
INI Parent, Inc.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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þ
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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
Delaware
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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
0
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6.
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Shared Voting Power
1,289,378
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
1,289,378
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9.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
1,289,378
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10.
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Check if the
Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
o
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11.
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Percent of Class
Represented by Amount in Row (9)
8.5%
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12.
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Type of Reporting
Person (See Instructions)
CO
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CUSIP No. 627335201
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1.
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Names of Reporting Persons
Medley LLC
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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þ
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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
Delaware
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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
0
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6.
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Shared Voting Power
1,289,378
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
1,289,378
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9.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
1,289,378
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10.
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Check if the
Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
o
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11.
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Percent of Class
Represented by Amount in Row (9)
8.5%
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12.
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Type of Reporting
Person (See Instructions)
OO
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CUSIP No. 627335201
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1.
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Names of Reporting Persons
Medley Management Inc.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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þ
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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
Delaware
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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
0
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6.
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Shared Voting Power
1,289,378
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
1,289,378
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9.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
1,289,378
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10.
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Check if the
Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
o
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11.
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Percent of Class
Represented by Amount in Row (9)
8.5%
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12.
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Type of Reporting
Person (See Instructions)
CO
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CUSIP No. 627335201
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1.
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Names of Reporting Persons
Medley Group LLC
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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þ
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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
Delaware
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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
0
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6.
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Shared Voting Power
1,289,378
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
1,289,378
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9.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
1,289,378
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10.
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Check if the
Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
o
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11.
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Percent of Class
Represented by Amount in Row (9)
8.5%
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12.
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Type of Reporting
Person (See Instructions)
OO
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MusclePharm Corporation
(the “
Issuer
”)
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(b)
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Address
of Issuer’s Principal Executive Offices:
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4721 Ironton Street,
Building A
Denver, Colorado
80239
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(a)
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Name
of Person Filing:
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This statement is
filed by INI Buyer, Inc., INI Parent, Inc., Medley LLC, Medley Management Inc., and Medley Group LLC
(together,
the “
Reporting Persons
”)
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(b)
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Address
of Principal Business Office or, if none, Residence:
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The address of the
principal business offices of INI Buyer, Inc. and INI Parent, Inc. is 900 South Depot Drive, Ogden, Utah 84404. The address of
the principal business offices of Medley LLC, Medley Management Inc. and Medley Group LLC is 280 Park Avenue, 6
th
Floor
East, New York, New York 10152.
Each of the
Reporting Persons are organized in the state of Delaware.
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(d)
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Title
of Class of Securities:
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Common Stock, $0.001
Par Value (“
Common Stock
”)
627335201
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Item 3.
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If
this statement is filed pursuant to §§240.13d-l(b) or 240.13d-2(b) or (c),
check whether the person filing is a:
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Not Applicable.
The information required
by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover pages to this Schedule
13G. The shares of Common Stock reported on this Schedule 13G represent shares that may be issued upon the exercise of the Warrant
(as defined below).
On November 7, 2016,
the Issuer issued to INI Buyer, Inc. a warrant to purchase 1,289,378 shares of Common Stock at an exercise price of $1.83 per
share, subject to adjustment under certain circumstances (the “Warrant”). The Warrant is immediately exercisable,
and has a term of four years. A copy of the Warrant is filed as Exhibit 4.1 to the Issuer’s Form 10-Q filed with the Securities
and Exchange Commission on November 9, 2016.
Medley LLC, indirectly
through certain funds managed by its subsidiaries, may be deemed to have a controlling equity interest in INI Parent, Inc.: Fund
A owns approximately 19.4% of the outstanding equity of INI Parent, Inc. The investment adviser of Fund A is a majority owned
subsidiary of Medley LLC. Fund B owns approximately 14.5% of the outstanding equity of INI Parent, Inc. The investment adviser
of Fund B is a majority owned subsidiary of Medley LLC. Fund C owns approximately 14.5% of the outstanding equity of INI Parent,
Inc. Fund C’s general partner is a wholly-owned subsidiary of Medley LLC, and Fund C’s investment adviser is controlled
by Medley LLC. Additionally, an investor (“
Investor
”) owning approximately 11.3% of the outstanding equity
of INI Parent, Inc. holds such equity in an account managed by an investment adviser that is a wholly-owned subsidiary of Medley
LLC (together with the investment advisers of Fund A, Fund B, and Fund C, the “
Investment Advisers
”). Medley
Management Inc. has a controlling equity interest in, and is the sole managing member of, Medley LLC. Medley Group LLC has a controlling
equity interest in Medley Management Inc. The managing members of Medley Group LLC are Brook Taube, Seth Taube, Jeffrey Tonkel,
Richard T. Allorto, Jr., John D. Fredericks, Samuel Anderson, and Christopher Taube (together, the “
Principals
”).
Together, Brook Taube and Seth Taube have a majority equity interest in Medley Group LLC.
Each of Fund A, Fund
B, Fund C, Investor, the Investment Advisers, Medley LLC, Medley Management Inc., Medley Group LLC and the Principals disclaim
beneficial ownership with respect to the securities reported herein.
The percent of class
represented by the amount reported by each Reporting Person is based on 13,927,694 shares of Common Stock outstanding as of November
7, 2016, as reported by the Issuer to the Reporting Persons, and the 1,283,378 shares of Common Stock that may be issued pursuant
to the terms of the Warrant.
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Item 5.
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Ownership
of Five Percent or Less of a Class
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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
o
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Item 6.
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Ownership
of More than Five Percent on Behalf of Another Person
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The
information provided in Item 4 of this Schedule 13G is incorporated by reference into this Item 6.
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Item 7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on By
the Parent Holding Company or Control Person
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Not
applicable.
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Item 8.
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Identification
and Classification of Members of the Group
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Not
applicable.
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Item 9.
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Notice
of Dissolution of Group
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Not
applicable.
Each of the Reporting
Persons hereby makes the following certification: By signing below the undersigned certifies that, to the best of its 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.
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 November 17, 2016
INI
BUYER, INC.
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By:
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/s/
Jared Leishman
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Name:
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Jared Leishman
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Title:
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Chief Executive
Officer
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INI
PARENT, INC.
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By:
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/s/
Jared Leishman
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Name:
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Jared Leishman
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Title:
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Chief Executive
Officer
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MEDLEY,
LLC
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By:
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Medley Management
Inc., Manager
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By:
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/s/
Richard T. Allorto, Jr.
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Name:
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Richard T.
Allorto, Jr.
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Title:
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Chief Financial
Officer of Medley Management Inc.
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MEDLEY
MANAGEMENT INC.
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By:
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/s/
Richard T. Allorto, Jr.
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Name:
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Richard T.
Allorto, Jr.
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Title:
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Chief Financial
Officer
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MEDLEY
GROUP LLC
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By:
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/s/
Richard T. Allorto, Jr.
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Name:
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Richard T.
Allorto, Jr.
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Title:
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Member
|
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