Statement of Beneficial Ownership (sc 13d)
October 04 2019 - 4:49PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE 13D
Under the Securities
Exchange Act of 1934
TDH HOLDINGS,
INC.
(Name of Issuer)
Common Shares
(Title
of Class of Securities)
G87084 102
(CUSIP Number)
Easthill Capital
Management LLC
One League, Unit
62317
Irvine, CA 92602
(Name, Address
and Telephone Number of Person Authorized to Receive Notices and Communications)
September 27,
2019
(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
o.
* 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. G87084
102
1.
|
Names
of Reporting Person: Easthill Capital Management LLC
|
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:
|
USA
|
Number
of
Shares
Beneficially
Owned
by Each
Reporting
Person
With:
|
7.
|
Sole Voting Power:
4,500,000
|
8.
|
Shared Voting Power:
None
|
9.
|
Sole Dispositive Power:
4,500,000
|
10.
|
Shared Dispositive Power:
None
|
11.
|
Aggregate Amount Beneficially
Owned by Each Reporting Person:
|
4,500,000
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ☐
|
|
13.
|
Percent of Class Represented by Amount in Row (11):
|
9.81%
|
14.
|
Type of Reporting Person
(See Instructions):
|
OO
|
ITEM 1. SECURITY AND ISSUER
This
Statement on Schedule 13D (this “Statement”) relates to the common shares, par value $0.001 per share, of TDH Holdings,
Inc., a company organized under the laws of the British Virgin Islands (the “Company”), whose principal office is
located at Room 1809, Financial Square, 197 Shuangzhu Road, Huangdao District, Qingdao, Shandong Province, People’s Republic
of China.
ITEM 2. IDENTITY AND BACKGROUND
|
(a)
|
Name of Persons filing
this Statement:
|
Easthill Capital Management LLC
|
(b)
|
Residence or Business
Address:
|
Easthill Capital Management LLC
One League, Unit 62317
Irvine, CA 92602
|
(c)
|
Present Principal Occupation
and Employment:
|
Easthill Capital Management LLC’s
principal business is special situation investments.
|
(d)
|
and (e) Criminal
Convictions and Civil Proceedings:
|
Easthill
Capital Management LLC has not been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors)
or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such
proceeding, is or was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation with respect to such laws.
|
(f)
|
State
of Incorporation/Organization/Citizenship:
|
Nevada
ITEM 3. SOURCE AND AMOUNT
OF FUNDS OR OTHER CONSIDERATION
On
September 27, 2019, Easthill Capital Management LLC purchased 4,500,000 common shares of the Company for the purchase price of
$1,350,000.
ITEM 4. PURPOSE OF TRANSACTION
Easthill
Capital Management LLC acquired the common shares from the Company for investment purposes. Easthill Capital Management LLC expects
to evaluate, on an ongoing basis, the Company’s financial condition and prospects and its interests in, and intentions with
respect to, the Company and the investment in the securities of the Company, which review may be based on various factors, including
but not limited to the Company’s business and financial condition, results of operation and prospects, general economic
and industry conditions, the securities markets in general. Accordingly, Easthill Capital Management LLC reserves the right to
change its intentions, as it deems appropriate, at any time. In particular, Easthill Capital Management LLC may, from time to
time, in the open market, through privately negotiated transactions or otherwise, increase its holdings in the Company or dispose
of all or a portion of the securities of the Company that it now owns or may hereafter acquire.
Other
than as expressly set forth in this Item 4 or below, Easthill Capital Management LLC has no plans or proposals as of the date
of this filing which relate to, or would result in, any of the actions enumerated in Item 4 of the instructions to this Statement.
Easthill Capital Management LLC may, however, adopt in the future such plans or proposals subject to compliance with applicable
regulatory requirements.
ITEM 5. INTEREST IN SECURITIES
OF THE ISSUER
|
(a)
|
Easthill
Capital Management LLC beneficially owns 4,500,000 common shares, representing 9.81%
of the outstanding common shares of the Company (based upon 45,849,995 common shares
outstanding as of October 4, 2019).
|
|
(b)
|
Mr.
Philip Zou, the managing member of Easthill Capital Management, LLC has the sole power
to vote or direct the vote and the sole power to dispose or direct the disposition of
the 4,500,000 common shares.
|
|
(c)
|
The
following table sets forth the transactions of commons shares that were effected during
the past sixty days by Easthill Capital Management LLC.
|
Trade
Date
|
|
Number
of Shares Purchased
|
|
Price
Per Share
|
September 27, 2019
|
|
4,500,000
|
|
$0.30
|
ITEM
6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
There
are no contracts, arrangements, understandings or relationships (legal or otherwise) between Easthill Capital Management LLC and
any person with respect to any securities of the Company, including, but not limited to, the transfer or voting of any of the
securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies, the occurrence of which would give another person voting or investment
power over the securities.
ITEM 7. MATERIAL
TO BE FILED AS EXHIBITS
None.
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: October 4, 2019
|
Easthill Capital Management LLC
|
|
|
|
/s/ Philip Zou
|
|
By:
|
Philip Zou
|
|
|
Managing Member
|
4
TDH (NASDAQ:PETZ)
Historical Stock Chart
From Mar 2024 to Apr 2024
TDH (NASDAQ:PETZ)
Historical Stock Chart
From Apr 2023 to Apr 2024