Statement of Ownership (sc 13g)
March 05 2018 - 3:17PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G*
(Rule
13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES
13d-1(b),
(c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE
13d-2(b)
Under the Securities Exchange Act of 1934
(Amendment No.
)*
Legacy
Education Alliance, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
52472J108
(CUSIP Number)
February 22, 2018
(Date of Event Which Requires Filing of this Statement)
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)
*
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The remainder of this cover page shall be filled out for a reporting persons 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.
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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
).
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CUSIP No. 52472J108
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Schedule 13G
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1
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NAMES OF
REPORTING PERSONS
David S. Nagelberg
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ☐ (b) ☐
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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
USA
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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
1,372,892
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6
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SHARED VOTING POWER
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7
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SOLE DISPOSITIVE POWER
1,372,892
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8
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SHARED DISPOSITIVE POWER
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,372,892
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES ☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
5.97%
(1)
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12
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TYPE OF REPORTING PERSON
IN (Individual)
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(1)
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Based on 23,007,519 shares of Common Stock reported by Legacy Education Alliance, Inc. as outstanding as of November 10, 2017 in its Quarterly Report on Form
10-Q
filed with
the U.S. Securities and Exchange Commission for the quarter ended September 30, 2017. These securities are held through a Roth IRA for the benefit of the reporting person and for which the reporting person has voting control.
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2
Item 1(a).
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Name of Issuer:
Legacy Education Alliance, Inc.
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Item 1(b).
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Address of Issuers Principal Executive Offices:
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1612 Cape Coral Parkway East
Cape Coral, Florida 33904
Item 2(a).
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Name of Person Filing:
This statement is filed by David S. Nagelberg with respect to shares of Common Stock that he may be deemed to beneficially own.
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Item 2(b).
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Address of Principal Business Office or, if None, Residence:
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David S. Nagelberg
c/o
Thompson Hine LLP
335 Madison Avenue, 12th Floor
New York, New York, 10017
Attention: Peter Gennuso
Item 2(c).
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Citizenship:
Mr. Nagelberg is a citizen of the United States of America.
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Item 2(d).
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Title of Class of Securities:
Common Stock, par value $0.0001 per share
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Item 2(e).
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CUSIP Number:
52472J108
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Item 3.
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If this statement is filed pursuant to Rule
13d-1(b)
or Rule
13d-2(b)
or (c), check whether the person filing is a:
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Not applicable.
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(a)
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☐
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Broker or dealer registered under Section 15 of the Act;
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(b)
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☐
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Bank as defined in Section 3(a)(6) of the Act;
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(c)
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☐
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Insurance company as defined in Section 3(a)(19) of the Act;
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(d)
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☐
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Investment company registered under Section 8 of the Investment Company Act of 1940;
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(e)
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☐
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An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
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(f)
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☐
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An employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F);
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(g)
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☐
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A parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G);
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(h)
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☐
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
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(i)
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A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
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(j)
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☐
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A
non-U.S.
institution in accordance with Rule
13d-1(b)(1)(ii)(J);
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(k)
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☐
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Group, in accordance with Rule
13d-1(b)(1)(ii)(K).
If filing as a
non-U.S.
institution in accordance with Rule
13d-1(b)(1)(ii)(J),
please specify the type of institution:
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3
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(a)
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Amount beneficially owned: 1,372,892
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(b)
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Percent of class: 5.97% (based on 23,007,519 shares of Common Stock reported by the Company as outstanding as of November 10, 2017 in its Quarterly Report on Form
10-Q
filed
with the U.S. Securities and Exchange Commission for the quarter ended September 30, 2017).
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote:
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1,372,892
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(ii)
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Shared power to vote or to direct the vote:
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1,372,892
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(iii)
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Sole power to dispose or to direct the disposition of:
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1,372,892
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(iv)
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Shared power to dispose or to direct the disposition of:
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1,372,892
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Item 5.
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Ownership of Five Percent or Less of a Class:
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 5 percent
of the class of securities, check the following ☐.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person:
Not Applicable.
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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:
Not Applicable.
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Item 8.
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Identification and Classification of Members of the Group:
Not Applicable.
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Item 9.
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Notice of Dissolution of Group:
Not Applicable.
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By signing below I certify that, to the best of my 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 Rule
14a-11.
4
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: March 5, 2018
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DAVID S. NAGELBERG
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By:
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/s/ David S. Nagelberg
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Name:
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David S. Nagelberg
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5
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