UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
FutureFuel
Corp.
(Name of Issuer)
Common Stock, par value $0.0001
(Title of Class of Securities)
36116M106
(CUSIP Number)
St. Albans Global Management, LLC
c/o P.A. Novelly II
8235
Forsyth Blvd.
Suite 400
St. Louis, MO 63105
(314) 889-9600
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
April 26, 2022
(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 Rule 13d-1(e), Rule 13d-1(f) or Rule 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 Rule 13d-7(b) for other parties to whom copies are to be sent.
* |
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 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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CUSIP No. 36116M106 |
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13D |
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Page 1 of 9 pages |
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1 |
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Names of Reporting Persons
St. Albans Global Management, LLC |
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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Source of Funds (See
Instructions) WC |
5 |
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Check if disclosure of
legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ |
6 |
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Citizenship or Place of
Organization
Delaware |
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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
17,085,100 |
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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
17,085,100 |
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11 |
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Aggregate Amount Beneficially Owned by Each Reporting Person
17,085,100 |
12 |
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares ☐ |
13 |
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Percent of Class
Represented by Amount in Row (11) 39.0% |
14 |
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Type of Reporting
Person OO |
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CUSIP No. 36116M106 |
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13D |
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Page 2 of 9 pages |
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1 |
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Names of Reporting Persons
SAGM Holdings, LLC |
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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Source of Funds (See
Instructions) WC |
5 |
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Check if disclosure of
legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ |
6 |
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Citizenship or Place of
Organization
Delaware |
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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
17,085,100 |
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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
17,085,100 |
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11 |
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Aggregate Amount Beneficially Owned by Each Reporting Person
17,085,100 |
12 |
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares ☐ |
13 |
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Percent of Class
Represented by Amount in Row (11) 39.0% |
14 |
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Type of Reporting
Person OO |
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CUSIP No. 36116M106 |
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13D |
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Page 3 of 9 pages |
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1 |
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Names of Reporting Persons
P.A. Novelly II |
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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Source of Funds (See
Instructions) WC |
5 |
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Check if disclosure of
legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ |
6 |
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Citizenship or Place of
Organization United
States |
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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
17,460,100 |
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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
17,460,100 |
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11 |
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Aggregate Amount Beneficially Owned by Each Reporting Person
17,460,100 |
12 |
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares ☐ |
13 |
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Percent of Class
Represented by Amount in Row (11) 39.9% |
14 |
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Type of Reporting
Person IN |
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CUSIP No. 36116M106 |
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13D |
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Page 4 of 9 pages |
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1 |
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Names of Reporting Persons
Apex Holding Co. |
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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Source of Funds (See
Instructions) WC |
5 |
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Check if disclosure of
legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ |
6 |
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Citizenship or Place of
Organization
Missouri |
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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
375,000 |
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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
375,000 |
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11 |
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Aggregate Amount Beneficially Owned by Each Reporting Person
375,000 |
12 |
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares ☐ |
13 |
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Percent of Class
Represented by Amount in Row (11) 0.9% |
14 |
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Type of Reporting
Person CO |
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CUSIP No. 36116M106 |
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13D |
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Page 5 of 9 pages |
Explanatory Note
This Amendment No. 1 (Amendment No. 1) to Schedule 13D amends and restates the statement on Schedule 13D
originally filed with the United States Securities and Exchange Commission (the SEC) on April 15, 2008 (the Original 13D) by St. Albans Global Management, LLC (f/k/a St. Albans Global Management, Limited Partnership,
LLLP) and Paul A. Novelly (Mr. Tony Novelly) (as amended, the Schedule 13D), relating to the Common Stock of the Issuer (as defined below). Mr. Tony Novelly will separately be filing an exit amendment to the
Original 13D.
Item 1. |
Security and Issuer. |
This Schedule 13D relates to the common stock, par value $0.0001 per share (the Common Stock), of FutureFuel Corp., a Delaware
corporation (the Issuer), whose principal executive offices are located at 8235 Forsyth Blvd., Suite 400, St. Louis, Missouri 63105.
Item 2. |
Identity and Background. |
(a)-(b) Each of the following is hereinafter individually referred to as a Reporting Person and collectively as the Reporting Persons.
This statement is filed on behalf of:
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(i) |
St. Albans Global Management, LLC (f/k/a St. Albans Global Management, Limited Partnership, LLLP)
(Global); |
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(ii) |
SAGM Holdings, LLC (SAGM); |
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(iii) |
P.A. Novelly II (Mr. P.A. Novelly II); and |
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(iv) |
Apex Holding Co. (Apex Holding). |
On December 31, 2019, Global converted from a limited liability limited partnership to a limited liability company. Each of Global and
SAGM is organized under the laws of the State of Delaware. Apex Holding is organized under the laws of the State of Missouri. Mr. P.A. Novelly II is a citizen of the United States. The business address of each of the Reporting Persons is c/o
St. Albans Global Management, 8235 Forsyth Blvd., Suite 400, St. Louis, Missouri 63105. Global and SAGM are principally engaged in the business of investing in securities. Apex Holding is principally engaged in the business of acting as a holding
company for various businesses. Mr. P.A. Novelly II is the Chief Executive Officer of Apex Holding.
During the last five years, none
of the Reporting Persons (i) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and
as a result of such proceeding was or is 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.
Item 3. |
Source and Amount of Funds or Other Consideration. |
The information included in Item 5(c) of this Schedule 13D is incorporated herein by reference.
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CUSIP No. 36116M106 |
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13D |
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Page 6 of 9 pages |
From July 16, 2008 through May 9, 2017, not accounting for intervening
dispositions, Global acquired 8,935,000 shares of Common Stock for aggregate consideration of $53,152,274 in various public and private transactions and through the exercise of warrants to purchase Common Stock. Such transactions are set forth on
Schedule I hereto. Global obtained the funds for these purchases through working capital.
On October 21, 2008, Apex Holding acquired
625,000 shares of Common Stock through the exercise of warrants to purchase Common Stock for aggregate consideration of $3,750,000.
Item 4. |
Purpose of Transaction. |
Transactions in the Common Stock
The
information included in Item 3 and Item 5(c) of this Schedule 13D is incorporated herein by reference.
General
The Reporting Persons acquired the Common Stock reported herein for investment purposes as part of their ordinary business and investing
activities. The Reporting Persons intend to monitor and evaluate their investment on an ongoing basis and expect regularly to review and consider alternative ways of maximizing their return on such investment.
Subject to market conditions, valuations, regulatory approvals and any other approvals, the Reporting Persons may, from time to time and at
any time, (a) acquire additional shares of Common Stock and/or other equity, debt, notes, instruments or other securities of the Issuer in open market transactions, privately negotiated transactions, or otherwise, or (b) dispose of any or
all of their securities of the Issuer in open market transactions, privately negotiated transactions, or otherwise. Further, the Reporting Persons may engage in the transfer of shares to various entities controlled by them for estate planning
purposes.
In addition, the Reporting Persons, and/or their representatives, intend to engage in discussions with management, the board of
directors of the Issuer (the Board), and shareholders of the Issuer and other relevant parties regarding the overall tenure and composition of the Issuers management and the Board, and in the future may engage such parties
regarding other potential corporate transactions, such as: a merger or reorganization or other transactions that could result in the de-listing or de-registration of the
Common Stock; sales or acquisitions of assets or businesses; changes to the capitalization or dividend policy of the Issuer; or other material changes to the Issuers business or corporate structure. To facilitate their consideration of such
matters, the Reporting Persons may retain consultants and advisors and may enter into discussions with potential sources of capital and other third parties. The Reporting Persons may exchange information with any such persons pursuant to appropriate
confidentiality or similar agreements. The Reporting Persons will likely take some or all of the foregoing steps at preliminary stages in their consideration of various possible courses of action before forming any intention to pursue any particular
plan or direction.
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CUSIP No. 36116M106 |
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13D |
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Page 7 of 9 pages |
Except as described in this Schedule 13D, the Reporting Persons do not have any present plans
or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, although the Reporting Persons, at any time and from time to time, may review, reconsider and change their
position and/or change their purpose and/or develop such plans and may seek to influence management or the Board with respect to the business and affairs of the Issuer and may from time to time consider pursuing or proposing such matters with
advisors, the Issuer or other persons.
Item 5. |
Interest in Securities of the Issuer. |
(a) (b)
The following sets forth, as of
the date of this Schedule 13D, the aggregate number of shares of Common Stock and percentage of Common Stock beneficially owned by each of the Reporting Persons, as well as the number of shares of Common Stock as to which each Reporting Person has
the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition of, or shared power to dispose or to direct the disposition of, as of the date hereof, based on 43,763,243
shares of Common Stock outstanding as of May 9, 2022, based on the Issuers Quarterly Report on Form 10-Q filed with the SEC on May 9, 2022.
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Reporting Person |
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Amount beneficially owned |
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Percent of class |
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Sole power to vote or to direct the vote |
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Shared power to vote or to direct the vote |
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Sole power to dispose or to direct the disposition |
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Shared power to dispose or to direct the disposition |
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St. Albans Global Management, LLC |
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17,085,100 |
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39.0 |
% |
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0 |
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17,085,100 |
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0 |
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17,085,100 |
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SAGM Holdings, LLC |
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17,085,100 |
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39.0 |
% |
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0 |
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17,085,100 |
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0 |
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17,085,100 |
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P.A. Novelly II |
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17,460,100 |
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39.9 |
% |
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0 |
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17,460,100 |
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0 |
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17,460,100 |
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Apex Holding Co. |
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375,000 |
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0.9 |
% |
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0 |
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375,000 |
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0 |
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375,000 |
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Global is the record holder of 17,085,100 shares of Common Stock. Apex Holding is the record holder of 375,000
shares of Common Stock. Mr. P.A. Novelly II is the sole manager of SAGM, which is the manager of Global. As a result, each of Mr. P.A. Novelly II and SAGM may be deemed to share beneficial ownership of the securities held of record by
Global. In addition, Mr. P.A. Novelly II, in his capacity as Chief Executive Officer of Apex Holding, may be deemed to share beneficial of the securities held of record by Apex Holding.
(c) During the past 60 days, none of the Reporting Persons has effected any transactions in the Common Stock. Prior transactions in the
Common Stock made by the Reporting Persons are set forth on Schedule I hereto.
(d) To the best knowledge of the Reporting Persons,
no one other than the Reporting Persons, or the partners, members, affiliates or shareholders of the Reporting Persons, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock
reported herein as beneficially owned by the Reporting Persons.
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CUSIP No. 36116M106 |
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13D |
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Page 8 of 9 pages |
(e) As of April 26, 2022, Mr. Tony Novelly is no longer deemed to be the
beneficial owner of (i) the securities reported herein or (ii) more than five percent of the Common Stock. Mr. Tony Novelly may be deemed to be the beneficial owner of 265,000 shares of Common Stock held of record by a family trust of
which Mr. Tony Novelly is trustee. The Reporting Persons disclaim beneficial ownership of those securities.
Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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Except as set forth herein, none of the Reporting Persons or Related Persons has any contracts, arrangements,
understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such
securities, finders fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.
Item 7. |
Materials to be Filed as Exhibits. |
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Exhibit Number |
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Description |
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1 |
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Joint Filing Agreement, by and among the Reporting Persons. |
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CUSIP No. 36116M106 |
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13D |
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Page 9 of 9 pages |
SIGNATURES
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.
Date: June 7, 2022
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St. Albans Global Management, LLC |
By: SAGM Holdings, LLC, its manager |
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By: |
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/s/ P.A. Novelly II |
Name: |
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P.A. Novelly II |
Title: |
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Manager |
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SAGM Holdings, LLC |
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By: |
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/s/ P.A. Novelly II |
Name: |
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P.A. Novelly II |
Title: |
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Manager |
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Apex Holding Co. |
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By: |
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/s/ P.A. Novelly II |
Name: |
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P.A. Novelly II |
Title: |
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Chief Executive Officer |
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/s/ P.A. Novelly II |
SCHEDULE I
Transaction Information
Transactions by Global:
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Date |
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Transaction Type |
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Acquired/Disposed |
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Shares |
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Price Per Share |
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July 16, 2008 |
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Open Market |
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Acquired |
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862,000 |
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$ |
5.15 |
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October 3, 2008 |
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Open Market |
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Acquired |
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500,000 |
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$ |
5.75 |
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October 6, 2008 |
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Open Market |
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Acquired |
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500,000 |
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$ |
5.25 |
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October 6, 2008 |
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Open Market |
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Acquired |
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185,400 |
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$ |
5.00 |
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October 10, 2008 |
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Private Transaction |
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Acquired |
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625,000 |
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$ |
5.00 |
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July 31, 2009 |
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Private Transaction |
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Disposed |
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156,250 |
* |
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$ |
8.00 |
* |
March 22, 2010 |
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Warrant Exercise |
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Acquired |
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6,012,600 |
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$ |
6.00 |
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November 14, 2014 |
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Private Transaction |
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Acquired |
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80,000 |
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$ |
12.28 |
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March 13, 2015 |
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Private Transaction |
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Acquired |
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84,500 |
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$ |
11.79 |
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February 25, 2016 |
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Private Transaction |
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Acquired |
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78,850 |
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$ |
12.67 |
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May 9, 2017 |
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Private Transaction |
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Acquired |
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6,650 |
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$ |
16.17 |
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* |
Represents a sale of units, with each unit consisting of one share of Common Stock and one warrant each.
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Transactions by Apex Holding:
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Date |
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Transaction Type |
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Acquired/Disposed |
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Shares |
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Price Per Share |
October 10, 2008 |
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Private Transaction |
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Disposed |
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625,000 |
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$5.00 |
October 21, 2008 |
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Warrant Exercise |
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Acquired |
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625,000 |
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$6.00 |
March 18, 2014 |
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Gift |
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Disposed |
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250,000 |
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n/a |
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