Amended Statement of Beneficial Ownership (sc 13d/a)
August 27 2020 - 05:51PM
Edgar (US Regulatory)
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13D
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Under the Securities Exchange Act of 1934
(Amendment No. 2)*
(Name of Issuer)
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Common Stock, par value $.01 per share |
(Title of Class of Securities)
(CUSIP Number)
Gary Stern
210 Sylvan Avenue
Englewood Cliffs, New Jersey 07632
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
(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 Section 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, as amended (“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. 0462220109
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1.
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Gary Stern
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2.
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Check the Appropriate Box if a Member of a Group (See
Instructions)
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(a)
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☑
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(b)
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☐
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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)
PF/BK
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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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7.
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Sole Voting Power
700,049
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| Number
of |
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Shares
Beneficially |
8.
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Shared Voting Power
1,403,868 (1)
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| Owned
by |
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Each
Reporting |
9.
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Sole Dispositive Power
700,049
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| Person
With |
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10.
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Shared Dispositive Power
1,403,868 (1)
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11.
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Aggregate Amount Beneficially Owned by Each Reporting
Person
2,103,917 (1)
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) ☐
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13.
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Percent of Class Represented by Amount in Row (11)
31.0% (1)
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14.
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Type of Reporting Person (See Instructions)
IN
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(1)
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Includes 842,000 Shares held by Asta Group, Incorporated (“Asta
Group”). The Reporting Person may be deemed to have shared
voting and dispositive power over such Shares held by Asta Group
because of his role as an officer, director and shareholder of Asta
Group. The Reporting Person disclaims beneficial ownership of such
Shares and neither the filing of this Statement on Schedule 13D nor
any of its contents shall be deemed to constitute an admission by
the Reporting Person that he is the beneficial owner of any such
Shares for purposes of Section 13(d) of the Act, or for any other
purpose, and such beneficial ownership is expressly disclaimed by
the Reporting Person.
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CUSIP No. 0462220109
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1.
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Ricky Stern
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2.
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Check the Appropriate Box if a Member of a Group (See
Instructions)
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(a)
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☑
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(b)
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☐
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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/BK
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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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7.
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Sole Voting Power
1,968,882 (1)
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| Number
of |
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Shares
Beneficially |
8.
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Shared Voting Power
561,868
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| Owned
by |
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Each
Reporting |
9.
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Sole Dispositive Power
1,968,882 (1)
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| Person
With |
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10.
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Shared Dispositive Power
561,868
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11.
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Aggregate Amount Beneficially Owned by Each Reporting
Person
2,530,750 (1)
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) ☐
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13.
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Percent of Class Represented by Amount in Row (11)
38.2% (1)
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14.
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Type of Reporting Person (See Instructions)
IN
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(1)
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Includes 871,500 Shares of Common Stock held by GMS Family
Investors LLC.
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CUSIP No. 0462220109
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1.
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Emily Stern
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2.
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Check the Appropriate Box if a Member of a Group (See
Instructions)
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(a)
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☑
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(b)
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☐
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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/BK
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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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7.
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Sole Voting Power
145,428
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| Number
of |
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Shares
Beneficially |
8.
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Shared Voting Power
0
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| Owned
by |
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Each
Reporting |
9.
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Sole Dispositive Power
145,428
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| Person
With |
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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
145,428
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) ☐
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13.
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Percent of Class Represented by Amount in Row (11)
2.2%
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14.
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Type of Reporting Person (See Instructions)
IN
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CUSIP No. 0462220109
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1.
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Arthur Stern
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2.
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Check the Appropriate Box if a Member of a Group (See
Instructions)
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(a)
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☑
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(b)
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☐
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3.
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SEC Use Only
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4.
|
Source of Funds (See Instructions)
PF/BK
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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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7.
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Sole Voting Power
100,684
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| Number
of |
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Shares
Beneficially |
8.
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Shared Voting Power
0
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| Owned
by |
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Each
Reporting |
9.
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Sole Dispositive Power
100,684
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| Person
With |
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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
100,684
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) ☐
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13.
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Percent of Class Represented by Amount in Row (11)
1.5%
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14.
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Type of Reporting Person (See Instructions)
IN
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CUSIP No. 0462220109
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1.
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
GMS Family Investors LLC
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2.
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Check the Appropriate Box if a Member of a Group (See
Instructions)
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|
(a)
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☑
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(b)
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☐
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3.
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SEC Use Only
|
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4.
|
Source of Funds (See Instructions)
OO/BK
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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
Delaware
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7.
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Sole Voting Power
871,500
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| Number
of |
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Shares
Beneficially |
8.
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Shared Voting Power
0
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| Owned
by |
|
Each
Reporting |
9.
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Sole Dispositive Power
871,500
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| Person
With |
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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
871,500
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) ☐
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13.
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Percent of Class Represented by Amount in Row (11)
13.3%
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14.
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Type of Reporting Person (See Instructions)
OO
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CUSIP No. 0462220109
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1.
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Asta Group, Incorporated
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2.
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Check the Appropriate Box if a Member of a Group (See
Instructions)
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(a)
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☑
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(b)
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☐
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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/BK
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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
Delaware
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7.
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Sole Voting Power
842,000
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| Number
of |
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Shares
Beneficially |
8.
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Shared Voting Power
0
|
| Owned
by |
|
Each
Reporting |
9.
|
Sole Dispositive Power
842,000
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| Person
With |
|
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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
842,000
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12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) ☐
|
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13.
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Percent of Class Represented by Amount in Row (11)
12.8%
|
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14.
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Type of Reporting Person (See Instructions)
CO
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CUSIP No. 0462220109
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1.
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Ricky Stern Family 2012 Trust
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|
|
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2.
|
Check the Appropriate Box if a Member of a Group (See
Instructions)
|
| |
|
(a)
|
☑
|
| |
|
(b)
|
☐
|
| |
| |
3.
|
SEC Use Only
|
| |
| |
4.
|
Source of Funds (See Instructions)
OO/BK
|
| |
| |
5.
|
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
New Jersey
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7.
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Sole Voting Power
714,364
|
| Number
of |
|
Shares
Beneficially |
8.
|
Shared Voting Power
0
|
| Owned
by |
|
Each
Reporting |
9.
|
Sole Dispositive Power
714,364
|
| Person
With |
|
|
|
10.
|
Shared Dispositive Power
0
|
|
|
| |
11.
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
714,364
|
| |
| |
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) ☐
|
| |
| |
13.
|
Percent of Class Represented by Amount in Row (11)
10.9%
|
| |
| |
14.
|
Type of Reporting Person (See Instructions)
OO
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CUSIP No. 0462220109
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1.
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Ricky Stern 2012 GST Trust
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2.
|
Check the Appropriate Box if a Member of a Group (See
Instructions)
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| |
|
(a)
|
☑
|
| |
|
(b)
|
☐
|
| |
| |
3.
|
SEC Use Only
|
| |
| |
4.
|
Source of Funds (See Instructions)
OO/BK
|
| |
| |
5.
|
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
New York
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7.
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Sole Voting Power
318,590
|
| Number
of |
|
Shares
Beneficially |
8.
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Shared Voting Power
0
|
| Owned
by |
|
Each
Reporting |
9.
|
Sole Dispositive Power
318,590
|
| Person
With |
|
|
|
10.
|
Shared Dispositive Power
0
|
|
|
| |
11.
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
318,590
|
| |
| |
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) ☐
|
| |
| |
13.
|
Percent of Class Represented by Amount in Row (11)
4.9%
|
| |
| |
14.
|
Type of Reporting Person (See Instructions)
OO
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CUSIP No. 0462220109
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1.
|
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Emily Stern Family 2012 Trust
|
|
|
| |
2.
|
Check the Appropriate Box if a Member of a Group (See
Instructions)
|
| |
|
(a)
|
☑
|
| |
|
(b)
|
☐
|
| |
| |
3.
|
SEC Use Only
|
| |
| |
4.
|
Source of Funds (See Instructions)
OO/BK
|
| |
| |
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) ☐
|
| |
| |
6.
|
Citizenship or Place of Organization
New Jersey
|
|
|
|
|
7.
|
Sole Voting Power
187,590
|
| Number
of |
|
Shares
Beneficially |
8.
|
Shared Voting Power
0
|
| Owned
by |
|
Each
Reporting |
9.
|
Sole Dispositive Power
187,590
|
| Person
With |
|
|
|
10.
|
Shared Dispositive Power
0
|
|
|
| |
11.
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
187,590
|
| |
| |
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) ☐
|
| |
| |
13.
|
Percent of Class Represented by Amount in Row (11)
2.9%
|
| |
| |
14.
|
Type of Reporting Person (See Instructions)
OO
|
|
CUSIP No. 0462220109
|
|
|
| |
1.
|
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Emily Stern 2012 GST Trust
|
|
|
| |
2.
|
Check the Appropriate Box if a Member of a Group (See
Instructions)
|
| |
|
(a)
|
☑
|
| |
|
(b)
|
☐
|
| |
| |
3.
|
SEC Use Only
|
| |
| |
4.
|
Source of Funds (See Instructions)
OO/BK
|
| |
| |
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) ☐
|
| |
| |
6.
|
Citizenship or Place of Organization
New York
|
|
|
|
|
7.
|
Sole Voting Power
243,278
|
| Number
of |
|
Shares
Beneficially |
8.
|
Shared Voting Power
0
|
| Owned
by |
|
Each
Reporting |
9.
|
Sole Dispositive Power
243,278
|
| Person
With |
|
|
|
10.
|
Shared Dispositive Power
0
|
|
|
| |
11.
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
243,278
|
| |
| |
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) ☐
|
| |
| |
13.
|
Percent of Class Represented by Amount in Row (11)
3.7%
|
| |
| |
14.
|
Type of Reporting Person (See Instructions)
OO
|
|
CUSIP No. 0462220109
|
|
|
| |
1.
|
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Asta Finance Acquisition Inc.
|
|
|
| |
2.
|
Check the Appropriate Box if a Member of a Group (See
Instructions)
|
| |
|
(a)
|
☑
|
| |
|
(b)
|
☐
|
| |
| |
3.
|
SEC Use Only
|
| |
| |
4.
|
Source of Funds (See Instructions)
OO/BK
|
| |
| |
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) ☐
|
| |
| |
6.
|
Citizenship or Place of Organization
Delaware
|
|
|
|
|
7.
|
Sole Voting Power
0
|
| Number
of |
|
Shares
Beneficially |
8.
|
Shared Voting Power
0
|
| Owned
by |
|
Each
Reporting |
9.
|
Sole Dispositive Power
0
|
| Person
With |
|
|
|
10.
|
Shared Dispositive Power
0
|
|
|
| |
11.
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
0
|
| |
| |
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) ☐
|
| |
| |
13.
|
Percent of Class Represented by Amount in Row (11)
0%
|
| |
| |
14.
|
Type of Reporting Person (See Instructions)
CO
|
|
CUSIP No. 0462220109
|
|
|
| |
1.
|
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Asta Finance Acquisition Sub Inc.
|
|
|
| |
2.
|
Check the Appropriate Box if a Member of a Group (See
Instructions)
|
| |
|
(a)
|
☑
|
| |
|
(b)
|
☐
|
| |
| |
3.
|
SEC Use Only
|
| |
| |
4.
|
Source of Funds (See Instructions)
OO/BK
|
| |
| |
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) ☐
|
| |
| |
6.
|
Citizenship or Place of Organization
Delaware
|
|
|
|
|
7.
|
Sole Voting Power
0
|
| Number
of |
|
Shares
Beneficially |
8.
|
Shared Voting Power
0
|
| Owned
by |
|
Each
Reporting |
9.
|
Sole Dispositive Power
0
|
| Person
With |
|
|
|
10.
|
Shared Dispositive Power
0
|
|
|
| |
11.
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
0
|
| |
| |
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) ☐
|
| |
| |
13.
|
Percent of Class Represented by Amount in Row (11)
0%
|
| |
| |
14.
|
Type of Reporting Person (See Instructions)
CO
|
|
Explanatory Note:
Gary Stern (“Gary Stern”), Ricky Stern (“Ricky
Stern”), Emily Stern (“Emily Stern”), Arthur Stern
(“Arthur Stern”), GMS Family Investors LLC (“GMS”),
Asta Group, Incorporated (“Asta Group”), the Ricky Stern
Family 2012 Trust (the “RSFT”), the Ricky Stern 2012
GST Trust (the “RSGST”), the Emily Stern Family 2012
Trust (the “ESFT”), the Emily Stern 2012
GST Trust (the “ESGST,” and together with Gary Stern, Ricky
Stern, Emily Stern, Arthur Stern, GMS, Asta Group, RSFT, ESFT, and
RSGST, the “Stern Group”), Asta Finance Acquisition Inc.
(“Parent”) and Asta Finance Acquisition Sub Inc. (“Merger
Sub,” and together with Parent, the “Parent Parties”)
(the Stern Group and the Parent Parties collectively, the
“Reporting Persons”) are filing this Amendment No. 2 to
report their respective beneficial ownership of shares of common
stock, par value $0.01 per share (the “Shares”), of Asta
Funding, Inc. (the “Issuer”) as of the date hereof and to
amend certain other information set forth below in their Schedule
13D filed with the U.S. Securities and Exchange Commission (the
“SEC”) on April 15, 2020 (as so amended, the “Stern
Group Schedule 13D”). Certain terms used but not
defined in this Amendment No. 2 have the meanings assigned thereto
in the Stern Group Schedule 13D, as previously filed by the
Reporting Persons. To the extent a Reporting Person has previously
filed a Schedule 13D with the SEC, this Stern Group Schedule 13D
constitutes an amendment to such Reporting Person’s Schedule
13D. Except for information specifically set forth herein,
this Amendment No. 2 does not modify any of the information
previously reported on the Stern Group Schedule 13D of the
Reporting Persons jointly, or any such Reporting
Person’s individual Schedule 13D.
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Item 4.
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Purpose of Transaction.
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Item 4 is amended to add the following to the Stern Group 13D and
amended as to include the following for those Reporting Persons who
have previously filed a Schedule 13D with the SEC:
Parent has entered into a Second Amendment to Commitment Letter
dated April 3, 2020, dated as of August 25, 2020 (the
“Second Commitment Letter Amendment”), further
amending the Commitment Letter with Bank Leumi USA (“Bank
Leumi”), dated as of April 3, 2020, and amended as of June 25,
2020 (the “Debt Commitment Letter”). The Second Commitment
Letter Amendment extends the termination date of the Debt
Commitment Letter from September 17, 2020 to October 31, 2020. The
foregoing summary of the Second Commitment Letter Amendment is not
intended to be complete and is qualified in its entirety by
reference to the full text of the Second Commitment Letter
Amendment, a copy of which is filed as Exhibit 99.1 hereto and
incorporated herein by reference.
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Item 7.
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Exhibits.
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SIGNATURES
After reasonable inquiry and to the best of his or her knowledge
and belief, each of the undersigned certifies that the information
set forth in this statement is true, complete and correct.
Dated: August 25, 2020
/s/ Gary
Stern
Gary Stern
/s/ Ricky
Stern
Ricky Stern
/s/ Emily
Stern
Emily Stern
/s/ Arthur
Stern
Arthur Stern
GMS Family Investors LLC
By: /s/ Ricky
Stern
Name: Ricky Stern
Title: Manager
Asta Group, Incorporated
By: /s/ Gary
Stern
Name: Gary Stern
Title: President
Ricky Stern Family 2012 Trust
By: /s/ Ricky
Stern
Name: Ricky Stern
Title: Trustee
Ricky Stern 2012 GST Trust
By: /s/ Gary
Stern
Name: Gary Stern
Title: Trustee
Emily Stern Family 2012 Trust
By: /s/ Ricky
Stern
Name: Ricky Stern
Title: Trustee
Emily Stern 2012 GST Trust
By: /s/ Gary
Stern
Name: Gary Stern
Title: Trustee
Asta Finance Acquisition Inc.
By: /s/ Gary
Stern
Name: Gary Stern
Title: President
Asta Finance Acquisition Sub Inc.
By: /s/ Gary
Stern
Name: Gary Stern
Title: President
Asta Funding (NASDAQ:ASFI)
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