UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13D/A
Under
the Securities Exchange Act of 1934
(Amendment No. 20)
Siebert Financial Corp.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
826176 10 9
(CUSIP Number)
Gloria E. Gebbia
Director
Siebert Financial Corp.
535 Fifth Avenue, 4th Floor, New York, NY, 10017
(212) 644-2400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 10,
2023
(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 §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 (“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. 826176109
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13D/A
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1. |
NAMES
OF REPORTING PERSONS
Gloria
E. Gebbia
|
|
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
|
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5. |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
|
☐ |
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6. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Gloria
E. Gebbia is a US Citizen
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7. |
SOLE
VOTING POWER
10,544,054
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8. |
SHARED
VOTING POWER
17,439,200
|
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9. |
SOLE
DISPOSITIVE POWER
10,544,054
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10. |
SHARED
DISPOSITIVE POWER
17,439,200
|
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11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,439,200
|
|
12. |
CHECK
BOX 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)
54%*
|
|
14. |
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
* |
Percentage of class calculated based on 32,505,329 total
outstanding shares of Common Stock as of March 20, 2023 |
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CUSIP No. 826176109
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13D/A
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1. |
NAMES
OF REPORTING PERSONS
John
M. Gebbia
|
|
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
John
M. Gebbia is a US Citizen
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7. |
SOLE
VOTING POWER
1,909,091
|
|
8. |
SHARED
VOTING POWER
17,439,200
|
|
9. |
SOLE
DISPOSITIVE POWER
1,909,091
|
|
10. |
SHARED
DISPOSITIVE POWER
17,439,200
|
|
11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,439,200
|
|
12. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)
|
☐
|
|
13. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
54%*
|
|
14. |
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
* |
Percentage of class calculated based on 32,505,329 total
outstanding shares of Common Stock as of March 20, 2023 |
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CUSIP No. 826176109
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13D/A
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|
1. |
NAMES
OF REPORTING PERSONS
Richard
Gebbia
|
|
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
Richard
Gebbia is a US Citizen
|
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7. |
SOLE
VOTING POWER
363,535
|
|
8. |
SHARED
VOTING POWER
17,439,200
|
|
9. |
SOLE
DISPOSITIVE POWER
363,535
|
|
10. |
SHARED
DISPOSITIVE POWER
17,439,200
|
|
11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,439,200
|
|
12. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)
|
☐
|
|
13. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
54%*
|
|
14. |
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
* |
Percentage of class calculated based on 32,505,329 total
outstanding shares of Common Stock as of March 20, 2023 |
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CUSIP No. 826176109
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13D/A
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1. |
NAMES
OF REPORTING PERSONS
David
Gebbia
|
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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)
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
David
Gebbia is a US Citizen
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7. |
SOLE
VOTING POWER
1,397,318
|
|
8. |
SHARED
VOTING POWER
17,439,200
|
|
9. |
SOLE
DISPOSITIVE POWER
1,397,318
|
|
10. |
SHARED
DISPOSITIVE POWER
17,439,200
|
|
11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,439,200
|
|
12. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)
|
☐
|
|
13. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
54%*
|
|
14. |
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
* |
Percentage of class calculated based on 32,505,329 total
outstanding shares of Common Stock as of March 20, 2023 |
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CUSIP No. 826176109
|
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13D/A
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1. |
NAMES
OF REPORTING PERSONS
Kimberly
Gebbia
|
|
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
Kimberly
Gebbia is a US Citizen
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7. |
SOLE
VOTING POWER
2,689,592
|
|
8. |
SHARED
VOTING POWER
17,439,200
|
|
9. |
SOLE
DISPOSITIVE POWER
2,689,592
|
|
10. |
SHARED
DISPOSITIVE POWER
17,439,200
|
|
11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,439,200
|
|
12. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
(see
instructions)
|
☐
|
|
13. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
54%*
|
|
14. |
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
* |
Percentage of class calculated based on 32,505,329 total
outstanding shares of Common Stock as of March 20, 2023 |
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CUSIP No. 826176109
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13D/A
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Item
1. Security and Issuer.
This Amendment 20 to Schedule 13D
(this "Amendment") amends Amendment 19 to Schedule 13D filed on
December 21, 2022.
Amendment 19 to Schedule 13D
amended Amendment 18 to Schedule 13D filed on January 13, 2022.
Amendment 18 to Schedule 13D amended Amendment 17 to Schedule 13D
filed on April 8, 2021. Amendment 17 to Schedule 13D amended
Amendment 16 to Schedule 13D filed on March 19, 2021. Amendment 16
to Schedule 13D amended Amendment 15 to Schedule 13D filed on June
24, 2020. Amendment 15 to Schedule 13D amended Amendment 14 to
Schedule 13D filed on April 20, 2020. Amendment 14 to Schedule 13D
amended Amendment 13 to Schedule 13D filed on February 7, 2020.
Amendment 13 to Schedule 13D amended Amendment 12 to Schedule 13D
filed on January 17, 2020. Amendment 12 to Schedule 13D amended
Amendment 11 to Schedule 13D filed on January 10, 2020. Amendment
11 to Schedule 13D amended Amendment 10 to Schedule 13D filed on
December 18, 2019. Amendment 10 amended Amendment 9 to Schedule 13D
filed on September 30, 2019. Amendment 9 amended Amendment 8 to
Schedule 13D filed on May 9, 2019. Amendment 8 amended Amendment 7
to Schedule 13D filed on April 4, 2019. Amendment 7 amended
Amendment 6 to Schedule 13D filed on January 2, 2019. Amendment 6
amended Amendment 5 to Schedule 13D filed on September 11, 2018
(“Amendment 5”). Amendment 5 amended the amended and restated
Schedule 13D filed on April 25, 2018 as Amendment 4 (the “Amended
and Restated Schedule 13D”), by Kennedy Cabot Acquisition, LLC, a
Nevada limited liability company (“KCA”), Gloria E. Gebbia, the
Managing Member of KCA, Richard Gebbia, and John M. Gebbia. The
Amended and Restated Schedule 13D was filed to amend and restate
the Schedule 13D filed on December 21, 2016 (the “Original Schedule
13D”), as amended and supplemented by Amendment 1 filed on January
11, 2018, Amendment 2 filed on January 26, 2018, and Amendment 3
filed on February 26, 2018.
This Amendment is being filed by the Reporting Persons relating to
the common stock, par value $0.01 per share (the “Common Stock”),
of Siebert Financial Corp., a New York corporation (the “Issuer”),
whose principal executive officers are located at 535 Fifth Avenue,
4th Floor, New York, NY 10017.
The Reporting Persons are filing this Amendment to report a private
sale of 100,000 shares of Issuer common stock from John M.
Gebbia.
This Amendment does not restate disclosures in the Amended and
Restated Schedule 13D that are not being amended, and should be
read in conjunction with the Amended and Restated Schedule 13D.
Except as set forth herein, the Amended and Restated Schedule 13D
is unmodified. All capitalized terms used herein which are not
defined herein have the meanings given to such terms in the Amended
and Restated Schedule 13D.
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CUSIP No. 826176109
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13D/A
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Item
5. Interest in Securities of the Issuer.
Item 5 of Amendment 19 is hereby amended and restated as
follows:
|
(a) |
As of the date hereof: |
|
i. |
Gloria E. Gebbia is the direct
beneficial owner of 10,544,054 shares of Common Stock, representing
approximately 32% of outstanding Common Stock of the Issuer, and
she may be deemed to share indirect beneficial ownership of a total
of 116,437 shares owned by a trust of which she is a
co-trustee. |
|
ii. |
John M. Gebbia
is the direct beneficial owner of 1,909,091 shares of Issuer Common
Stock, representing approximately 6% of outstanding Common Stock of
the Issuer, and he may be deemed to share indirect beneficial
ownership of a total of 118,000 additional shares, owned by certain
family members. |
|
iii. |
Richard Gebbia is the direct
beneficial owner of 363,535 shares of Issuer Common Stock,
representing approximately 1% of outstanding Common Stock of the
Issuer, and he may be deemed to share indirect beneficial ownership
of a total of 225,273 additional shares owned by certain family
members and 2,689,592 shares owned by Kimberly Gebbia. |
|
iv. |
David Gebbia is the direct
beneficial owner of 1,397,318 shares of Issuer Common Stock,
representing approximately 4% of outstanding Common Stock of the
Issuer, and he may be deemed to share indirect beneficial ownership
of a total of 75,900 additional shares owned by certain family
members. |
|
v. |
Kimberly Gebbia is the direct
beneficial owner of 2,689,592 shares of Issuer Common Stock,
representing approximately 8% of outstanding Common Stock of the
Issuer, and she may be deemed to share indirect beneficial
ownership of a total of 225,273 additional shares owned by certain
family members and 363,535 shares owned by Richard Gebbia. |
Each of Gloria E. Gebbia, John M. Gebbia, Richard Gebbia, David
Gebbia, and Kimberly Gebbia as a member of the “group” with the
other Reporting Persons for the purposes of Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended, may be deemed to own
beneficially of the shares of Common Stock directly or beneficially
owned by the other Reporting Persons, which is, in the aggregate,
17,439,200 shares. Each of the Reporting Persons disclaims the
beneficial ownership of such shares of Common Stock except to the
extent of his or its pecuniary interest therein.
The percentage calculations in Item 5(a) are based on 32,505,329
total outstanding shares of Common Stock as of March 20, 2023
|
(b) |
The information contained in rows
7, 8, 9 and 10 on each of the cover pages of this Amendment is
incorporated by reference in its entirety into this Item 5(b). |
|
(c) |
Except as otherwise described in
this Amendment, the Reporting Persons have not effected any
transactions in the Common Stock or other equity security of the
Issuer during the last 60 days |
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
Except for the Amended and Restated Joint Filing and Group
Agreement, which is incorporated into this Item 6 by reference, and
as otherwise set forth in this Schedule 13D, to the best knowledge
of the Reporting Persons, there are no other contracts,
arrangements, understandings or relationships (legal or otherwise)
between the persons named in Item 2 and any person with respect to
any securities of the Issuer, including but not limited to:
transfer or voting of any of the securities of the Issuer or of its
subsidiaries, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss, or the
giving or withholding of proxies or a pledge or contingency the
occurrence of which would give another person voting power over the
securities of the Issuer.
Item 7. Material to Be Filed as Exhibits.
Exhibit 99.1: Amended and Restated Joint Filing and Group
Agreement, Amended on January 10, 2022
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CUSIP No. 826176109
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13D/A
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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.
Dated: April 13, 2023
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Kennedy
Cabot Acquisition, LLC |
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By: |
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/s/
Gloria E. Gebbia |
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Gloria
E. Gebbia |
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Managing
Member |
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/s/
Gloria E. Gebbia |
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Gloria
E. Gebbia |
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/s/
John M. Gebbia |
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John
M. Gebbia |
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/s/
Richard Gebbia |
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Richard
Gebbia |
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/s/
David Gebbia |
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David
Gebbia |
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/s/
Kimberly Gebbia |
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Kimberly
Gebbia |
9
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