Amended Statement of Beneficial Ownership (sc 13d/a)
January 14 2021 - 4:36PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
Under the Securities Exchange Act
of 1934
(Amendment No. 1)
WRIGHT INVESTORS’ SERVICE HOLDINGS,
INC.
(Name of Issuer)
Common Stock, par value $0.01 per
share
(Title of Class of Securities)
982345100
(CUSIP Number)
Joseph H. Moglia
c/o Fundamental Global Investors, LLC
4201 Congress Street, Suite 140
Charlotte, North Carolina 28209
(704) 323-6851
With a copy to:
Patrick Gadson
Vinson & Elkins L.L.P.
1114 Avenue of the Americas, 32nd Floor
New York, New York 10036
(212) 237-0000
(Name, Address and Telephone Number of
Person
Authorized to Receive Notices and Communications)
December 30, 2020
(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.
* 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).
CUSIP No. 982345100
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13D
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Page 2 of 4 Pages
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1
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NAME OF REPORTING PERSON
Joseph H. Moglia
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
(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
PF
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e)
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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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
0
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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
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
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14
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TYPE OF REPORTING PERSON
IN
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CUSIP No. 982345100
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13D
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Page 3 of 4 Pages
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This Amendment
No. 1 (this “Amendment”) amends and supplements the Schedule 13D filed on September 12, 2019 (the “Original Schedule
13D” and, as amended and supplemented by this Amendment, this “Statement”). Capitalized
terms used in this Amendment and not otherwise defined shall have the same meanings ascribed to them in the Original Schedule 13D.
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Item 4.
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Purpose of Transaction.
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This Amendment amends Item 4 of the Original
Schedule 13D to include the following after the final paragraph thereof:
On December 30, 2020, Mr. Moglia sold
1,165,877 shares of the Common Stock to certain stockholders of the Company in a privately negotiated transaction at a price of
$0.20 per share for total proceeds of $233,175.40.
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Item 5.
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Interest in Securities of the Issuer.
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This
Amendment amends Item 5 of the Original Schedule 13D in its entirety as set forth below:
(a) Mr.
Moglia beneficially owns in the aggregate 0 shares of Common Stock, which represents approximately 0% of the Company’s outstanding
shares of Common Stock.
The percentage ownership of shares of
Common Stock set forth in this Statement is based on the 19,839,777 shares of Common Stock reported by the Company as outstanding
as of November 12, 2020 in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020.
(b) Mr.
Moglia beneficially owns, and has the sole power to direct the voting and disposition of, the shares of Common Stock disclosed
as beneficially owned by Mr. Moglia in this Statement.
(c) Other
than the privately negotiated transaction described in Item 4 above, no other transactions have been effected by Mr. Moglia in
the Common Stock during the past 60 days.
(d) Not
applicable.
(e) As
a result of the privately negotiated transaction described herein, on December 30, 2020, Mr. Moglia ceased to be a beneficial owner
of more than five percent of the Common Stock. Accordingly, this Amendment represents the final amendment to the Original Schedule
13D and constitutes an exit filing for Mr. Moglia.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
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The information set forth in Item 4 above
is incorporated herein by reference.
CUSIP No. 982345100
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13D
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Page 4 of 4 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 14, 2021
JOSEPH H. MOGLIA
/s/ Joseph H. Moglia