CUSIP
No.
36192A 109
1
|
NAME
OF REPORTING PERSONS
Jon
R. Sabes
|
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)
PF
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Minnesota
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
8
|
SHARED
VOTING POWER
0
|
9
|
SOLE
DISPOSITIVE POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
0
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
☐
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
|
|
|
CUSIP
No.
36192A 109
1
|
NAME
OF REPORTING PERSONS
Steven
F. Sabes
|
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)
PF
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Minnesota
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
8
|
SHARED
VOTING POWER
0
|
9
|
SOLE
DISPOSITIVE POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
0
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
☐
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
|
|
|
CUSIP
No. 36192A 109
1
|
NAME
OF REPORTING PERSONS
SFS
Holdings, LLC
|
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)
WC
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
8
|
SHARED
VOTING POWER
0
|
9
|
SOLE
DISPOSITIVE POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
0
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
☐
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
(Limited liability company)
|
CUSIP
No.
36192A 109
1
|
NAME
OF REPORTING PERSONS
Insurance
Strategies Fund, LLC
|
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)
WC
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
8
|
SHARED
VOTING POWER
0
|
9
|
SOLE
DISPOSITIVE POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
0
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
☐
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
(Limited liability company)
|
|
|
|
CUSIP
No.
36192A 109
Item
1.
|
Security
and Issuer.
|
This
Amendment to Schedule 13D relates to shares of the Common Stock, $.001 par value, of GWG Holdings, Inc., a Delaware corporation
(the “Issuer” or the “Company”). The address of the principal executive offices of the Issuer is 220 South
Sixth Street, Suite 1200, Minneapolis, MN 55402.
Item
2.
|
Identity
and Background.
|
(a)
This Amendment is being filed jointly by:
|
●
|
Jon
R. Sabes, an individual who formerly served as Chief Executive Officer and a director of the Issuer;
|
|
●
|
Steven
F. Sabes, an individual who formerly served as Executive Vice President of Originations and Servicing and a director of the
Issuer;
|
|
●
|
SFS
Holdings, LLC, a limited liability company of which Steven F. Sabes is manager; and
|
|
|
|
|
●
|
Insurance
Strategies Fund, LLC, a Delaware limited liability company, which is managed by ISF Management, LLC, a Delaware limited liability
company, of which Jon R. Sabes and Steven F. Sabes each own 50% of the membership interests.
|
(b)
The principal office and place of business for all of the Reporting Persons is 220 South Sixth Street, Suite 1200, Minneapolis,
MN 55402.
(c)
See item (a) above. On April 26, 2019, and in connection with the Closing (as defined below in Item 5(c)), (i) Jon R. Sabes resigned
as the Issuer’s Chief Executive Officer and from all officer positions he held with the Issuer or any of its subsidiaries
prior to the Closing, other than his position as Chief Executive Officer of the Issuer’s technology focused wholly-owned
subsidiaries, Life Epigenetics, Inc. (“Life Epigenetics”) and youSurance General Agency, LLC (“youSurance”),
and (ii) Steven F. Sabes resigned as the Issuer’s Executive Vice President of Originations and Servicing and from all officer
positions he held with the Issuer or any of its subsidiaries prior to the Closing, except as Chief Operating Officer of Life Epigenetics.
(d)
- (e) During the last five years, none of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic
violations and similar misdemeanors) nor have the parties been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction as a result of which such individual was or is subject to a judgment, decree, or final order enjoining
future violations of, or prohibiting, or mandating activity subject to, federal or state securities laws or finding any violation
with respect to such laws.
(f)
Jon R. Sabes and Steven F. Sabes are citizens of the United States of America. SFS Holdings, LLC is a Nevada limited liability
company. Insurance Strategies Fund, LLC, is a Delaware limited liability company.
Item
3.
|
Source
and Amount of Funds or Other Consideration.
|
The
source of the funds used for purchases by Jon R. Sabes and Steven F. Sabes were personal funds. The source of funds used for purchases
by SFS Holdings, LLC and Insurance Strategies Fund, LLC, was working capital of their respective companies.
Item
4.
|
Purpose
of Transaction.
|
Jon
R. Sabes and Steven F. Sabes were officers, directors and founders of the Issuer. SFS Holdings, LLC and Insurance Strategies Fund,
LLC are holding the securities for investment purposes.
Other
than as disclosed under Item 6, the Reporting Persons do not have any plans or proposals, which relate to, or would result in,
any of the matters referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D.
CUSIP No. 36192A 109
Item
5.
|
Interests
in Securities of the Issuer.
|
(a)
- (b) Prior to the Closing, Jon R. Sabes beneficially owned and had sole voting and dispositive power over 1,079,546 shares held
individually and 215,416 shares upon exercise of vested stock options. Jon R. Sabes also reported beneficial ownership of the
following trusts for which he is the beneficiary but is not a trustee: 169,671 shares held by Jon Sabes 1992 Trust No.1, 168,801
shares held by Esther Sabes 6.08.1992 Trust, 241,631 shares held by Moe Sabes 1982 Trust and 163,737 shares held by Moe Sabes
1976 Trust. Jon R. Sabes shared voting and dispositive power with respect to 100,000 shares held by Insurance Strategies Fund,
LLC, a Delaware limited liability company, managed by ISF Management, LLC, a Delaware limited liability company of which Jon R.
Sabes holds 50% of the membership interests. Jon R. Sabes disclaimed beneficial ownership over the shares held by Insurance Strategies
Fund, LLC except to the extent of his pecuniary interest in such shares. All of the shares held individually by Jon R. Sabes were
pledged as collateral to secure the Issuer’s obligations under its L Bonds pursuant to that certain Amended and Restated
Pledge and Security Agreement dated October 23, 2017. As a result of the beneficial ownership described above, Jon R. Sabes may
have been deemed to beneficially own 6.4% of the shares outstanding based upon 32,975,411 shares outstanding as of April 26, 2019.
Such beneficial ownership excluded (and Jon R. Sabes disclaimed beneficial ownership of) 102,192 shares held by certain trusts
for the benefit of Mr. Jon Sabes’ immediate family members, because he is not a trustee and has no voting or dispositive
power with respect to such shares.
Prior
to the Closing, Steven F. beneficially owned and had sole voting and dispositive power over 854,195 shares held individually and
3,334 shares upon exercise of vested stock options. Steven F. Sabes shared voting and dispositive power with respect to 1,072,382
shares held by SFS Holdings, LLC, a Nevada limited liability company of which Steven F. Sabes is a manager and member. Steven
F. Sabes shared voting and dispositive power with respect to 100,000 shares held by Insurance Strategies Fund, LLC, a Delaware
limited liability company, managed by ISF Management, LLC, a Delaware limited liability company of which Steven F. Sabes holds
50% of the membership interests. Steven F. Sabes disclaimed beneficial ownership over the shares held by Insurance Strategies
Fund, LLC except to the extent of his pecuniary interest in such shares. Steven F. Sabes disclaimed beneficial ownership of the
shares held by the following trusts, of which he is one of the three trustees and the beneficiary is his brother, Jon R. Sabes:
169,671 shares held by Jon Sabes 1992 Trust No.1, 168,801 shares held by Esther Sabes 6.08.1992 Trust, 241,631 shares held by
Moe Sabes 1982 Trust and 163,737 shares held by Moe Sabes 1976 Trust. All of the shares held individually by Steven F. Sabes were
pledged as collateral to secure the Issuer’s obligations under its L Bonds pursuant to that certain Amended and Restated
Pledge and Security Agreement dated October 23, 2017. As a result of the beneficial ownership described above, Steven F. Sabes
may have been deemed to beneficially own 6.2% of the shares outstanding based upon 32,975,411 shares outstanding as of April 26,
2019.
Immediately
following the Closing, no Reporting Person beneficially owned any shares of Common Stock of the Issuer.
(c)
On April 15, 2019, Jon R. Sabes and Steven F. Sabes entered into a Purchase and Contribution Agreement with The Beneficient Company
Group, L.P., Beneficient Company Holdings, L.P. (“BEN Holdings”), AltiVerse Capital Markets, L.L.C. (“AltiVerse”),
Sabes AV Holdings, LLC (“Sabes AV”), Insurance Strategies Fund, LLC and SFS Holdings, LLC (the “Purchase Agreement”).
The Purchase Agreement is incorporated by reference as Exhibit 10.1 to this Amendment No. 2 to Schedule 13D. The closing of the
transactions contemplated by the Purchase Agreement (the “Closing”) occurred on April 26, 2019.
In
connection with the Closing, and pursuant to a Contribution and Exchange Agreement (the “Contribution Agreement”)
dated April 11, 2019 by and among Sabes AV, Jon R. Sabes, Jon Sabes 1992 Trust No. 1, Esther Sabes 6.08.1992 Trust F/B/O Jon R.
Sabes, Moe Sabes 12.30.1982 Trust F/B/O Jon R. Sabes, Moe Sabes 12.30.1976 Trust F/B/O Jon R. Sabes, Jackson Sabes 1995 Trust,
Brooke Sabes 1995 Trust, Morgan Sabes 2012 Trust, Kristine Sabes 2000 Trust, Insurance Strategies Fund, LLC, Steven F. Sabes and
SFS Holdings, LLC (collectively, the “Shareholders”), the Shareholders contributed an aggregate of 3,952,155 shares
of the Issuer’s Common Stock to Sabes AV (the “Contribution”). Jon R. Sabes and Steven F. Sabes each serves
as a manager of Sabes AV and shares voting and dispositive control over securities held by Sabes AV. The membership interests
in Sabes AV are held by the Shareholders in proportion to their contribution to Sabes AV of shares of Common Stock of the Issuer
pursuant to the Contribution Agreement. Jon R. Sabes and Steven F. Sabes each disclaims beneficial ownership over the shares of
the Issuer’s Common Stock held by Sabes AV except to the extent of their respective pecuniary interests in such shares.
CUSIP No. 36192A 109
At
the Closing, and following the Contribution, Sabes AV sold and transferred all 3,952,155 shares of the Issuer’s Common Stock
held by it; specifically, Sabes AV (i) sold an aggregate 2,500,000 shares of Common Stock to a subsidiary of BEN Holdings for
$25,000,000 in cash and (ii) contributed the remaining 1,452,155 shares of Common Stock to AltiVerse in exchange for certain equity
interests in AltiVerse. In addition, all options to purchase Common Stock of the Issuer held by each of Jon R. Sabes and Steven
F. Sabes were forfeited by them for no consideration upon the Closing. Neither Jon R. Sabes nor Steven F. Sabes has voting or
dispositive control over the shares of Common Stock held by AltiVerse.
(d)
Not applicable.
(e)
On April 26, 2019, and effective upon the Closing, the Reporting Persons have ceased to be the beneficial owner of more than five
percent of the Common Stock.
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
|
None.
Item
7.
|
Material
to be Filed as Exhibits.
|
Exhibit
No.
|
|
Description
|
|
|
|
10.1
|
|
Purchase and Contribution Agreement among The Beneficient Company Group, L.P., Beneficient Company Holdings, L.P., AltiVerse Capital Markets, L.L.C., Sabes AV Holdings, LLC, Jon R. Sabes, Steven F. Sabes, Insurance Strategies Fund, LLC and SFS Holdings, LLC dated April 15, 2019 (incorporated by reference to to Amendment No. 1 to Schedule 13D filed by the Reporting Persons on April 16, 2019)
|
99.1
|
|
Agreement to file jointly
|
CUSIP
No.
36192A 109
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:
April 30, 2019
By:
|
/s/
Jon R. Sabes
|
|
|
Jon
R. Sabes
|
|
By:
|
/s/
Steven F. Sabes
|
|
|
Steven
F. Sabes
|
|
SFS
HOLDINGS, LLC
By:
|
/s/
Steven F. Sabes
|
|
|
Steven
F. Sabes
|
|
|
Manager
|
|
INSURANCE STRATEGIES FUND, LLC
|
|
|
|
By:
|
ISF MANAGEMENT, LLC
|
|
Its:
|
Manager
|
|
By:
|
/s/
Jon R. Sabes
|
|
|
Jon
R. Sabes
|
|
|
Member/Manager
|
|
9