Washington, D.C. 20549
(Amendment No. )1
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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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Item 1(a).
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Name of Issuer:
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1847 Goedeker Inc. (the “Issuer”).
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Item 1(b).
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Address of Issuer’s Principal Executive Offices:
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13850 Manchester Rd., Ballwin, MO 63011
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Item 2(a).
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Name of Persons Filing:
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This Schedule 13G is being filed by Michael Goedeker (the “Reporting Person”).
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Item 2(b).
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Address of Principal Business Office or, if none, Residence:
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The principal business office of the Reporting Person is 13850 Manchester Rd., Ballwin, MO 63011.
The Reporting Person 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:
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Common Stock, $0.0001 par value (the “Shares”)
28252C109
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Item 3.
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If this statement is filed pursuant to Section 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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/X/
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Not Applicable
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(a)
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Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).
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(b)
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Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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Investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E).*
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(f)
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Employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F).
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(g)
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Parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G).**
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(h)
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Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
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(i)
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Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3).
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(j)
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Non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J).
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(k)
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Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).
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Provide the following information regarding the aggregate number and percentage of the class of securities of the Issuer.
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(a)
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Amount beneficially owned:
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As of the close of business on February 26, 2021, the Reporting Person may be deemed to have beneficially owned 534,375 shares of Common Stock.
8.7% (based upon 6,111,200 Shares outstanding, which is the total number of Shares outstanding as of November 13, 2020 as reported in the Issuer’s Quarterly Report on Form 10-Q
filed with the Securities and Exchange Commission on November 16, 2020).
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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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534,375
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(ii)
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Shared power to vote or to direct the vote
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0
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(iii)
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Sole power to dispose or to direct the disposition of
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534,375
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(iv)
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Shared power to dispose or to direct the disposition of
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0
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Item 5.
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Ownership of Five Percent or Less of a Class.
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If this statement is being filed to report the fact that as of the date hereof each reporting person has ceased to be the beneficial owner of more than five 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.
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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.
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Not Applicable.
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Item 8.
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Identification and Classification of Members of the Group.
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Not Applicable.
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Item 9.
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Notice of Dissolution of Group.
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Not Applicable.
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 § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of its or his knowledge and belief, the undersigned certifies that the information with respect to him set forth in this statement is
true, complete and correct.