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CUSIP No. 826176 10 9
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13D/A
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Page 2 of 6 Pages
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1.
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NAMES
OF REPORTING PERSONS
Kennedy Cabot Acquisition,
LLC
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)
o
(b)
o
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3.
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SEC
USE ONLY
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4.
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SOURCE
OF FUNDS (see instructions)
AF
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5.
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
o
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6.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Nevada
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE
VOTING POWER
0
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8.
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SHARED
VOTING POWER
14,987,283
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9.
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SOLE
DISPOSITIVE POWER
0
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10.
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SHARED
DISPOSITIVE POWER
14,987,283
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11.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,987,283
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12.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)
o
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13.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
55.2
%
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14.
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TYPE
OF REPORTING PERSON (see instructions)
OO
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* Percentage of class calculated
based on 27,157,188 total outstanding shares of Common Stock as of December 29, 2017, as reported in the Issuer’s
Current Report on Form 8-K, filed with the Securities and Exchange Commission (“SEC”) on January
5, 2018.
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CUSIP No. 826176 10 9
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13D/A
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Page 3 of 6 Pages
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1.
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NAMES
OF REPORTING PERSONS
Gloria E. Gebbia
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)
o
(b)
o
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3.
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SEC
USE ONLY
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4.
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SOURCE
OF FUNDS (see instructions)
PF
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5.
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
o
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6.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Gloria E. Gebbia is a US Citizen
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NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE VOTING POWER
2,606,337
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8.
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SHARED VOTING POWER
19,890,795
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9.
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SOLE DISPOSITIVE POWER
2,606,337
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10.
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SHARED DISPOSITIVE POWER
19,890,795
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
22,497,132
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
(see instructions)
o
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
82.8
%*
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14.
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TYPE
OF REPORTING PERSON (see instructions)
IN
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* Percentage of class calculated
based on 27,157,188 total outstanding shares of Common Stock as of December 29, 2017, as reported in the Issuer’s
Current Report on Form 8-K, filed with the Securities and Exchange Commission (“SEC”) on January
5, 2018.
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CUSIP No. 826176 10 9
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13D/A
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Page 4 of 6 Pages
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Item 1. Security
and Issuer.
This
Amendment No. 1 to Schedule 13D (this “
Amendment
”) amends and supplements the Schedule 13D filed on December
21, 2016 (the “
Original Schedule 13D
”) by Kennedy Cabot Acquisition, LLC, a Nevada limited liability company
(“KCA”) and Gloria E. Gebbia, the Managing Member of KCA (each of the foregoing a "Reporting Person" and collectively,
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 changes in their beneficial ownership of Common Stock resulting from the
transactions described in amended Item 5(c) below.
All capitalized terms used herein which are not defined herein have the meanings given to such terms in the Original Schedule 13D and except as set forth herein, the Original Schedule 13D is unmodified.
Item 2. Identity
and Background.
Items 2(a) and 2(b) are hereby amended and restated as follows:
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(a)
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This
Schedule 13D is filed by Kennedy Cabot Acquisition, LLC, a Nevada limited liability company
(“KCA”) and Gloria E. Gebbia, the Managing Member of KCA. KCA and
Gloria E. Gebbia are referred to herein collectively as the “Reporting Persons”.
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(b)
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The
address of the Reporting Persons is 24005 Ventura Blvd. Suite 200 Calabasas CA 91302.
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CUSIP No. 826176 10 9
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13D/A
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Page 5 of 6 Pages
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Item 5. Interest
in Securities of the Issuer.
Items 5(a), (b) and (c) of the Original Schedule 13D are hereby amended and restated as follows:
(a) Effective January 10,
2018, after giving effect to the transactions referred to in item 5(c) below: (i) KCA beneficially owns 14,987,283
shares of Issuer Common Stock, representing approximately 55.2% of the outstanding Common Stock of the Issuer. 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 2,606,337 shares of Issuer Common
Stock, representing approximately 9.6% of outstanding Common Stock of the Issuer the indirect beneficial owner of the shares
owned by KCA and may be deemed to share indirect beneficial ownership of a total of 4,903,512 additional shares of Issuer
Common Stock, owned by a family trust and certain members of Gloria E. Gebbia's family. Accordingly, Gloria E. Gebbia may
be deemed beneficially own, directly and indirectly an aggregate of 22,497,132 shares of Issuer Common Stock, representing
approximately 82.8% of the outstanding Common Stock of the Issuer.
The percentage calculations in Item 5(a) are based on 27,157,188 total outstanding shares of Common Stock as of December 29, 2017, as reported in the Issuer's Current Report on Form 8-K, filed with the SEC on January, 5, 2018.
(b) Gloria E. Gebbia has sole
voting and dispositive power over 2,606,337 shares of Issuer Common Stock and has shared power to vote or direct the vote
and to dispose or to direct the disposition of 19,890,795 shares of Issuer Common Stock. KCA has shared power to vote or
direct the vote and to dispose or to direct the disposition of 14,987,283 shares of Issuer Common Stock.
(c) The following transactions were effected during the past sixty days by the Reporting Persons:
1. Effective December 27, 2017, KCA completed a transfer of 5,000,000 shares of Issuer Common Stock to each members on a pro rata basis and based upon her ownership of membership interests in KCA, Gloria E. Gebbia received 2,450,000 shares of Issuer Common Stock. No consideration was paid by the members for the shares received from KCA.
2. Effective
December 27, 2017, Gloria E. Gebbia gifted 132,200 shares of Issuer Common Stock to various family members and third parties.
3. As reported in a Current Report on Form 8-K filed by the Issuer with the SEC on January 5, 2018, effective December 29, 2017, the Issuer issued 5,072,062 shares of restricted Issuer Common Stock to StockCross as consideration for the acquisition of certain assets pursuant to the terms of an Asset Purchase Agreement by and among, the Issuer, StockCross and Muriel Siebert & Co., Inc., the Issuer's wholly owned subsidiary. On December 29, 2017, StockCross transferred to its shareholders, in accordance with Mass. Gen. Laws Ann. ch. 156D, § 6.40 (Distributions to shareholders) (the “Transfer“), an aggregate of 5,072,062 shares of Issuer Common Stock. In accordance with the Transfer, Gloria E. Gebbia received 288,537 shares of Issuer Common Stock based upon her ownership interest in StockCross. No consideration was paid for such shares received in the Transfer.
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CUSIP No. 826176 10 9
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13D/A
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Page 6 of 6 Pages
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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: January
11, 2018
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Kennedy Cabot Acquisition, LLC
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By:
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/s/ Gloria E. Gebbia
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Gloria E. Gebbia
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Managing Member
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/s/ Gloria
E. Gebbia
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Gloria E. Gebbia
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