Amended Statement of Beneficial Ownership (sc 13d/a)
January 12 2018 - 3:40PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)*
SHARING
ECONOMY INTERNATIONAL INC.
(Name
of Issuer)
Common
Stock, $0.001 par value per share
(Title
of Class of Securities)
819534
108
(CUSIP
Number)
Eos
Holdings LLC
2560
Highvale Drive
Las
Vegas, NV 89134
Tel:
(212) 461-4868
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
January
10, 2018
(Date
of Event Which Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule
13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box ☐.
*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.
819534 108
1. Names
of Reporting Person: Eos Holdings LLC
I.R.S.
Identification Nos. of above persons (entities only): 90-0898596
2. Check
the Appropriate Box if a Member of a Group (
See
Instructions)
(a) ☐
(b)
☐
3. SEC
Use Only:
4. Source
of Funds (See Instruction): WC
5. Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or (e): ☐
6. Citizenship
or Place of Organization: Nevada
Number
of Shares Beneficially by Owned by Each Reporting Person With:
7. Sole Voting Power: 105,923
8. Shared Voting Power:
9. Sole Dispositive Power: 105,923
10. Shared Dispositive Power:
11.
Aggregate Amount Beneficially Owned by Each Reporting Person: 105,923
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ☐
13.
Percent of Class Represented by Amount in Row (11): 4.75%
(1)
14.
Type of Reporting Person (See Instructions): CO
(1)
|
Calculated based upon 2,230,632 outstanding Common Shares
as disclosed in the Company's Definitive Proxy Statement filed on November 22, 2017 pursuant to Section 14(a) of the Securities
Exchange Act of 1934.
|
CUSIP
No.
819534 108
1. Names
of Reporting Person: Jon Richard Carnes
I.R.S.
Identification Nos. of above persons (entities only):
2. Check
the Appropriate Box if a Member of a Group (
See
Instructions)
(a) ☐
(b)
☐
3. SEC
Use Only:
4. Source
of Funds (See Instruction): WC
5. Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or (e): ☐
6. Citizenship
or Place of Organization: Canada
Number
of Shares Beneficially by Owned by Each Reporting Person With:
7. Sole Voting Power: 105,923
8. Shared Voting Power:
9. Sole Dispositive Power: 105,923
10. Shared Dispositive Power:
11.
Aggregate Amount Beneficially Owned by Each Reporting Person: 105,923
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ☐
13.
Percent of Class Represented by Amount in Row (11): 4.75%
(1)
14.
Type of Reporting Person (See Instructions): IN
(1)
|
Calculated based upon 2,230,632 outstanding Common Shares
as disclosed in the Company's Definitive Proxy Statement filed on November 22, 2017 pursuant to Section 14(a) of the Securities
Exchange Act of 1934.
|
The
following constitutes Amendment No. 1 ("Amendment No. 1") to the Schedule 13D filed by the Reporting Persons with the
Securities and Exchange Commission (the "SEC") on June 22, 2017 (the "Schedule 13D") with respect to the common
shares, par value $0.001 (the “Common Shares”), of Sharing Economy International Inc., a Nevada corporation (the “Issuer”
or the “Company”). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein. This is the final
amendment to the Schedule 13D and constitutes an "exit filing" for the Reporting Persons.
ITEM 5. INTEREST
IN SECURITIES OF THE ISSUER
Items
5(a) – (c) and (e) of the Schedule 13D are hereby amended and restated to read as follows:
|
(a)
|
See
rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of
Common Shares and percentage of the Common Shares beneficially owned by the Reporting
Persons. The percentages used in this Schedule 13D are calculated based upon 2,230,632
outstanding Common Shares as disclosed in the Company's Definitive Proxy Statement
filed on November 22, 2017 pursuant to Section 14(a) of the Securities Exchange Act of
1934.
|
|
|
|
|
(b)
|
The
Reporting Persons hold the sole right to vote or direct the vote and sole power to dispose
or to direct the disposition of the securities listed under item 5(a).
|
|
|
|
|
(c)
|
Information
concerning transactions in the Common Shares effected by the Reporting Persons during
the past sixty days is set forth in Schedule I hereto and is incorporated herein by reference.
|
|
|
|
|
(e)
|
As
of January 12, 2018, the Reporting Persons ceased to be the beneficial owners of more
than 5% of the Common Shares of the Issuer.
|
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
12, 2018
|
Eos
Holdings LLC
|
|
|
|
|
By:
|
/s/
Jon Richard Carnes
|
|
Name:
|
Jon
Richard Carnes
|
|
Title:
|
Manager
|
|
|
|
|
Jon
Richard Carnes
|
|
|
|
|
/s/
Jon Richard Carnes
|
SCHEDULE
I
TRANSACTIONS
IN COMMON SHARES BY THE REPORTING PERSONS
The
following tables set forth all transactions in the Common Shares effected by the Reporting Persons in the past sixty days. The
price reported in the column Price Per Share ($) is a weighted average price if a price range is indicated in the column Price
Range ($). The Common Shares were purchased/sold in multiple transactions at prices between the price ranges below. The Reporting
Persons will undertake to provide to the staff of the SEC, upon request, full information regarding the number of Common Shares
sold at each separate price.
Trade Date
|
|
Shares Purchased (Sold)
|
|
|
Price Per Share ($)
|
|
|
Price Range ($)
|
|
01/08/2018
|
|
|
(2,000)
|
|
|
|
10.00
|
|
|
|
|
|
01/10/2018
|
|
|
(27,765)
|
|
|
|
9.35
|
|
|
|
8.29-10.49
|
|
01/12/2018
|
|
|
(24,312)
|
|
|
|
9.61
|
|
|
|
9.05-10.15
|
|