Amended Statement of Beneficial Ownership (sc 13d/a)
December 14 2018 - 5:02PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 7)
1
ICTV Brands, Inc.
(Name
of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
44931J100
(CUSIP Number)
Norman H. Pessin
Sandra F. Pessin
Brian L. Pessin
Diana S. Pessin
500 Fifth Avenue, Suite 2240
New York, NY 10110
(212) 661-2670
(Name, Address and Telephone Number of Person
Authorized to Receive Notices
and Communications)
December 12, 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 that 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
¨
.
Note:
Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.
See
§ 240.13d-7 for other parties to whom copies are to be sent.
1
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 disclosures provided
in a prior cover page.
The information required
on 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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1
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NAME OF REPORTING PERSON
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NORMAN H. PESSIN
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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PF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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USA
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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2,240,484
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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- 0 -
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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2,240,484
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10
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SHARED DISPOSITIVE POWER
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- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,240,484
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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4.2%
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14
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TYPE OF REPORTING PERSON
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IN
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1
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NAME OF REPORTING PERSON
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SANDRA F. PESSIN
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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PF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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USA
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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5,171,980
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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- 0 -
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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5,171,980
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10
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SHARED DISPOSITIVE POWER
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- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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5,171,980
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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9.7%
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14
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TYPE OF REPORTING PERSON
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IN
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1
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NAME OF REPORTING PERSON
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BRIAN L. PESSIN
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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PF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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USA
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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402,900
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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- 0 -
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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402,900
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10
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SHARED DISPOSITIVE POWER
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- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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402,900
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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Less than 1%
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14
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TYPE OF REPORTING PERSON
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IN
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1
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NAME OF REPORTING PERSON
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DIANA S. PESSIN
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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AF, OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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USA
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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52,200
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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- 0 -
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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52,200
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10
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SHARED DISPOSITIVE POWER
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- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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52,200
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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Less than 1%
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14
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TYPE OF REPORTING PERSON
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IN
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The following constitutes Amendment
No. 7 to the Schedule 13D filed by the undersigned (“Amendment No. 7”).
This Amendment
No. 7 amends the Schedule 13D as specifically set forth herein.
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Item 3.
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Source and Amount of Funds or Other Consideration
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Item 3 is hereby amended
and restated to read as follows:
The aggregate purchase
price of the 2,240,484 Shares beneficially owned by Norman H. Pessin is approximately $1,276,496, including brokerage commissions.
The Shares owned by Norman H. Pessin were acquired with personal funds in open market purchases.
The aggregate purchase
price of the 5,171,980 Shares beneficially owned by Sandra F. Pessin, is approximately $1,816,804, including brokerage commissions.
The Shares beneficially owned by Sandra F. Pessin were acquired with personal funds directly from the Issuer.
The aggregate purchase
price of the 402,900 Shares beneficially owned by Brian L. Pessin, is approximately $738,535.82 including brokerage commissions.
The Shares beneficially owned by Brian L. Pessin were acquired with personal funds in open market purchases.
The aggregate purchase
price of the 52,200 Shares beneficially owned by Diana S. Pessin is approximately $38,385, including brokerage commissions. The
Shares owned by Diana S. Pessin were acquired with personal funds in open market purchases.
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Item 5.
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Interest in Securities of the Issuer
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Items 5(a) –
(c) are hereby amended and restated to read as follows:
The aggregate percentage
of Shares reported owned by each person named herein is based upon 53,140,700 Shares outstanding as of November 15, 2018, which
is the total number of Shares reported outstanding in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities
and Exchange Commission on November 19, 2018.
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(a)
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As of the close of business on December 13, 2018, Norman H. Pessin beneficially owned 2,240,484
Shares.
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Percentage: Approximately
4.2%
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(b)
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1. Sole power to vote or direct vote: 2,240,484
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 2,240,484
4. Shared power to dispose or direct the disposition: 0
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(c)
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Norman H. Pessin has not entered into any transactions in the Shares since the filing of Amendment
No. 6 to the Schedule 13D.
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(a)
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As of the close of business on December 13, 2018, Sandra F. Pessin beneficially owned 5,171,980
Shares.
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Percentage: Approximately
9.7%
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(b)
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1. Sole power to vote or direct vote: 5,171,980
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 5,171,980
4. Shared power to dispose or direct the disposition: 0
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(c)
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Sandra F. Pessin has not entered into any transactions in the Shares since the filing of Amendment
No. 6 to the Schedule 13D.
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(a)
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As of the close of business on December 13, 2018, Brian L. Pessin beneficially owned 402,900 Shares.
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Percentage: Less than
1%
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(b)
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1. Sole power to vote or direct vote: 402,900
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 402,900
4. Shared power to dispose or direct the disposition: 0
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(c)
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The transactions in the Shares by Brian L. Pessin since the filing of Amendment No. 6 to the Schedule
13D are set forth in Schedule A and are incorporated herein by reference.
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(b)
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As of the close of business on December 13, 2018, Diana S. Pessin beneficially owned 52,200 Shares.
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Percentage: Less than
1%
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(b)
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1. Sole power to vote or direct vote: 52,200
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 52,200
4. Shared power to dispose or direct the disposition: 0
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(c)
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The transaction in the Shares by Diana S. Pessin since the filing of Amendment No. 6 to the Schedule
13D is set forth in Schedule A and is incorporated herein by reference.
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SIGNATURES
After reasonable inquiry
and to the best of his or her knowledge and belief, each of the undersigned certifies that the information set forth in this statement
is true, complete and correct.
Dated: December 14, 2018
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/s/ Norman H. Pessin
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Norman H. Pessin
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/s/ Sandra F. Pessin
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Sandra F. Pessin
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/s/
Brian L. Pessin
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Brian L. Pessin
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/s/ Diana S. Pessin
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Diana S. Pessin
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SCHEDULE A
Transaction in the Shares of the Issuer since
the filing of Amendment No. 6 to the Schedule 13D
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Shares of Common Stock
Purchased/(Sold)
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Price Per
Share($)
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Date of
Purchase/Sale
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Brian
L. pessin
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(371,065) (i)
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0.0350
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11/14/2018
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(264,825)
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0.0310
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12/10/2018
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(447,758)
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0.0300
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12/11/2018
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(489,500)
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0.0270
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12/12/2018
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(13,603)
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0.0300
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12/13/2018
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Diana
S. pessin
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(5,000)
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0.0350
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11/14/2018
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(i)
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Included sales of Shares held either in trust for Brian Pessin’s children or held by Mr. Pessin for the benefit of his
children.
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