Amended Statement of Ownership (sc 13g/a)
February 14 2022 - 2:55PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G/A
Under
the Securities Exchange Act of 1934
(Amendment
No. 2)*
|
The
Joint Corp.
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(Name
of Issuer)
|
|
Common
Stock
|
(Title
of Class of Securities)
|
|
47973J102
|
(CUSIP
Number)
|
|
December
31, 2021
|
(Date
of Event Which Requires Filing of this Statement)
|
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
|
☐
|
Rule
13d-1(b)
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☒
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Rule
13d-1(c)
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☐
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Rule
13d-1(d)
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*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 the disclosures provided in a prior cover
page.
The
information required in 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.
|
47973J102
|
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Page
2 of 9
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1
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NAME
OF REPORTING PERSONS
SW Investment Management LLC
I.R.S. IDENTIFICATION
NO. OF ABOVE PERSONS
(ENTITIES ONLY) EIN: 81-0765824
|
|
2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☐
(b) ☒
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Illinois,
United States of America
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING
130,000
|
|
6
|
SHARED VOTING
POWER
0
|
|
7
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SOLE DISPOSITIVE
POWER
130,000
|
|
8
|
SHARED DISPOSITIVE
POWER
0
|
|
9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
130,000
|
|
10
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
|
☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.9%
(1)
|
|
12
|
TYPE
OF REPORTING PERSON
IA
|
|
|
|
|
|
|
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(1)
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Based
on a total of 14,413,339 shares outstanding as of November 1, 2021, as set forth in the Issuer’s
most recent Form 10-Q, filed November 5, 2021.
|
CUSIP
No.
|
47973J102
|
|
Page
3 of 9
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1
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NAME
OF REPORTING PERSONS
SWIM Partners LP
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY) EIN: 90-0852885
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☐
(b) ☒
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware,
United States of America
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING
130,000
|
|
6
|
SHARED VOTING
POWER
0
|
|
7
|
SOLE DISPOSITIVE
POWER
130,000
|
|
8
|
SHARED DISPOSITIVE
POWER
0
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
130,000
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
|
☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.9%
(1)
|
|
12
|
TYPE
OF REPORTING PERSON
PN
|
|
|
|
|
|
|
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(1)
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Based
on a total of 14,413,339 shares outstanding as of November 1, 2021, as set forth in the Issuer’s
most recent Form 10-Q, filed November 5, 2021.
|
CUSIP
No.
|
47973J102
|
|
Page
4 of 9
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Item
1(a).
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Name of
Issuer:
The Joint
Corp.
|
|
|
|
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Item
1(b).
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Address
of Issuer’s Principal Executive Offices:
16767 N.
Perimeter Drive, Suite 110
Scottsdale, Arizona 85260
|
|
|
|
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Item
2(a).
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Name of
Person Filing:
This
Schedule 13G is being filed with respect to shares of Common Stock of the Issuer which are beneficially owned by SW Investment Management
LLC and SWIM Partners LP. As of December 31, 2021, SWIM Partners LP (the “Fund”) owned 130,000 shares of Common Stock
of the Issuer. SW Investment Management LLC is the general partner and investment adviser of the Fund in which such shares referred
to above are held. As a result, SW Investment Management LLC possesses the power to vote and dispose or direct the disposition of
all the shares owned by the Fund. Thus, SW Investment Management LLC may be deemed to beneficially own a total of 130,000 shares.
|
|
|
|
Item
2(b).
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Address
of Principal Business Office or, if None, Residence:
737 N. Michigan
Ave., Suite 2250
Chicago, Illinois 60611
|
|
|
|
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Item
2(c).
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Citizenship:
See Item
4 on the cover pages hereto.
|
|
|
|
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Item
2(d).
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Title
of Class of Securities:
Common Stock,
$0.001 Par Value Per Share (“Common Stock”)
|
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Item
2(e).
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CUSIP
Number: 47973J102
|
|
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Item
3.
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If
This Statement is Filed Pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), Check Whether the Person Filing is a:
|
|
|
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(a)
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☐
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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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☐
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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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☐
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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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☐
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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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|
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(e)
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☐
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An investment
adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
|
☐
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An employee
benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
|
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(g)
|
☐
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A parent
holding company or control person in accordance with §240.13d-1(b)(ii)(G);
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(h)
|
☐
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A 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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☐
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A 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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Group,
in accordance with §240.13d-1(b)(1)(ii)(J).
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CUSIP
No.
|
47973J102
|
|
Page
5 of 9
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Item 4.
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Ownership.
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Provide the
following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
|
|
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(a)
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Amount
beneficially owned:
|
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See Item 9
on the cover page(s) hereto.
|
|
|
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|
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(b)
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Percent
of class:
|
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See Item 11
on the cover page(s) hereto.
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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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See Item 5 on the cover
page(s) hereto.
|
|
|
|
|
|
|
|
|
|
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(ii)
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Shared power to vote or
to direct the vote:
|
|
|
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See Item 6 on the cover
page(s) hereto.
|
|
|
|
|
|
|
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|
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(iii)
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Sole power to dispose
or to direct the disposition of:
|
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See Item 7 on the cover
page(s) hereto.
|
|
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|
|
|
|
|
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(iv)
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Shared power to dispose
or to direct the disposition of 0
|
|
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See Item 8 on the cover
page(s) hereto.
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CUSIP No.
|
47973J102
|
|
Page 6 of 9
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Item 5.
|
Ownership
of Five Percent or Less of a Class.
|
|
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following [X]
|
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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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|
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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
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CUSIP No.
|
47973J102
|
|
Page 7 of 9
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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.
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.
|
SW Investment
Management LLC
Date:February
14, 2021
|
|
|
|
|
By:
|
/s/
Stephen White
|
|
|
Name:
|
Stephen White
|
|
|
Title:
|
Managing Member
|
|
|
|
SWIM Partners
LP
|
|
Date: February
14, 2022
|
|
|
|
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By:
|
SW Investment Management
LLC,
|
|
|
|
its General
Partner
|
|
|
By:
|
/s/
Stephen White
|
|
|
Name:
|
Stephen White
|
|
|
Title:
|
Managing Member of SW
Investment Management LLC, the General Partner of SWIM Partners LP
|
Page
8 of 9
EXHIBIT
INDEX
EXHIBIT 1: Joint Filing Agreement (filed herewith):
Joint (NASDAQ:JYNT)
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