Amended Statement of Beneficial Ownership (sc 13d/a)
November 21 2019 - 1:15PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13D/A
Under
the Securities Exchange Act of 1934
(Amendment No. 3)
FTE
NETWORKS, INC.
(Name of Issuer)
Common
Stock, par value $0.001 per share
Series
H Preferred Stock, par value $0.01 per share
(Title of Class of Securities)
Common
Stock: 86723M304
Series
H Preferred Stock: Not Applicable
(CUSIP Number)
Mr.
Brian P. McMahon
237 West 35th Street
Suite 901
New York, NY, 10001
Telephone: (212) 766-8800
(Name,
Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copy to:
Pryor
Cashman, LLP
7 Times Square
New York, New York 10036
Attn: Eric M. Hellige, Esq.
Telephone: (212) 326-0846
November
8, 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 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. [ ]
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. 86723M304
|
SCHEDULE
13D
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Page
2 of 4
|
1.
|
Names of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
Brian McMahon
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2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions) N/A
|
|
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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 (See Instructions)
OO
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5.
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 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.
|
Sole
Voting Power:
|
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713,026
shares of Common Stock owned directly and beneficially by Mr. McMahon.
|
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67
shares of Series H Preferred Stock owned directly and beneficially by Mr. McMahon, which represents 67% of the outstanding
shares of Series H Preferred Stock. (1)
|
8.
|
Shared Voting Power:
|
|
0
|
9.
|
Sole
Dispositive Power:
|
|
713,026
shares of Common Stock owned directly and beneficially by Mr. McMahon.
|
|
67
shares of Series H Preferred Stock owned directly and beneficially by Mr. McMahon. (1)
|
10.
|
Shared
Dispositive Power:
0
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person:
|
|
713,026
shares of Common Stock.
|
|
67
shares of Series H Preferred Stock. (1)
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
[ ]
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13.
|
Percent
of Class Represented by Amount in Row (11):
|
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3.4%
of the outstanding shares of Common Stock.*
|
|
67.0%
of the outstanding shares of Series H Preferred Stock.(1)
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14.
|
Type of Reporting Person (See Instructions)
IN
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*
Percentage calculated based on 20,865,262 shares of Common Stock outstanding as of October 14, 2019.
(1)
The Series H Preferred Stock entitles the holders, voting separately as a class, to vote 51% of the total number of votes
cast by all classes of the Issuer’s capital stock. The Series H Preferred Stock is perpetual, but is not convertible into
Common Stock or redeemable and is not entitled to any distribution.
CUSIP
No. 86723M304
|
SCHEDULE
13D
|
Page
3 of 4
|
Item
4 of this Schedule 13D is amended to add the following:
As
previously reported, pursuant to an Agreement Regarding Debt and Series H Preferred Stock dated as of October 10, 2019 (the “Debt
and Series H Agreement”), entered into between the Company, the Reporting Person and Fred Sacramone, the Reporting Person
agreed that the remaining indebtedness of the Company to the Reporting Person will automatically be released and discharged effective
December 31, 2019 (the “Termination Date”) unless both of the following conditions are satisfied on or before the
Termination Date: (1) on or before November 10, 2019 (the “Applicable Date”), the Company enters into a business combination
transaction that enables the Company’s common stock to remain listed on the NYSE American stock exchange or the Company’s
common stock is then listed on any other U.S. national securities exchange; and (2) such business combination transaction is consummated
on or before the Termination Date (a business combination transaction satisfying both such conditions being herein referred to
as a “Qualified Business Combination”). In addition, the Reporting Person agreed to forebear from exercising any remedies
against the Company and its affiliates in connection with such remaining indebtedness until the Termination Date.
On
November 8, 2019, pursuant to the First Amendment to the Agreement Regarding Debt and Series H Preferred Stock dated as of November
8, 2019 (the “First Amendment”) among the Company, the Reporting Person and Fred Sacramone, each of the Reporting
Person and Fred Sacramone agreed to extend the Applicable Date from November 10, 2019 to December 31, 2019 and to extend the Termination
Date from December 31, 2019 to February 28, 2020.
The
foregoing description of First Amendment is not complete and is qualified in its entirety by reference to the full text of such
agreement, which is filed as Exhibit 1 to this Amendment No. 3.
The
Reporting Person does not have any plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs
(a) through (j) of Item 4 of Schedule 13D. The Reporting Person may, at any time and from time to time, review or reconsider its
position and/or change his purpose and/or formulate plans or proposals with respect thereto.
Item
7. Material to be Filed as Exhibits
CUSIP
No. 86723M304
|
SCHEDULE
13D
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Page
4 of 4
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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.
Date:
November 21, 2019
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/s/
Brian McMahon
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Brian
McMahon
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