Amended Statement of Beneficial Ownership (sc 13d/a)
January 20 2021 - 3:41PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)*
PARTS
iD, Inc.
(Name
of Issuer)
Common
Stock, par value $0.0001 per share
(Title
of Class of Securities)
524643103
(CUSIP
Number)
Roman
Gerashenko
P.O. Box 175
Wickatunk, New
Jersey 07765
(732)
639-0532
(Name,
Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November
20, 2020
(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. o
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. 524643103
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13D/A
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Page 2 of 5 Pages
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1.
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NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Roman Gerashenko
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) o
(b) o
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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 BOX
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
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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.
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SOLE
VOTING POWER
5,983,4431
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8.
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SHARED
VOTING POWER
0
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9.
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SOLE
DISPOSITIVE POWER
5,983,4431
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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
5,983,4431
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12.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) o
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13.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.20%2
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14.
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TYPE OF
REPORTING PERSON (see instructions)
IN
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1
Based solely on information provided by the Issuer.
2
Percentage of class calculation based on 32,873,458 shares of Class A Common Stock estimated outstanding as of November 20,
2020 as reported in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on
November 27, 2020.
*
This Schedule 13D/A amends and restates the Reporting Person’s Schedule 13D filed with the Securities and Exchange Commission
on November 27, 2020.
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CUSIP
No. 524643103
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13D/A
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Page 3 of 5 Pages
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Item 1. Security and
Issuer.
This Schedule 13D relates to
the Class A common stock, par value 0.0001 per share (the “Common Stock”) of PARTS iD, Inc., a Delaware corporation
(the “Company”), whose principal executive office is 1 Corporate Drive, Suite C, Cranbury, New Jersey 08512.
Item 2. Identity and
Background.
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(a)
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The
person filing this statement is Roman Gerashenko, a citizen of the United States of America.
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(b)
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The
address of Mr. Gerashenko is P.O. Box 175, Wickatunk, New Jersey, 07765.
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(c)
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Mr.
Gerashenko is self-employed in the technology and e-commerce sector.
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(d)
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Mr.
Gerashenko received the shares of Common Stock in connection with the business combination consummated on November 20, 2020
(the “Business Combination”) by the Company with Onyx Enterprises Int’l Corp., a New Jersey corporation
(“Onyx”), in exchange for his common shares of Onyx. Mr. Gerashenko did not consent to the exchange and
reserves all of his rights with respect to these transactions and the Business
Combination.
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(e)
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During
the past five years, Mr. Gerashenko has not been (i) convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) a party to any civil proceeding
of a judicial or administrative body of competent jurisdiction and, as a result of such
proceeding, was or is subject to a judgment, decree, or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or state securities
laws, or finding any violation with respect to such laws.
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Item 3. Source or Amount
of Funds or Other Consideration.
Mr. Gerashenko did not expend any
funds in exchange for the shares of Common Stock. The consideration for the shares of Common Stock received in the Business Combination
was the exchange of his common shares of Onyx.
Item 4. Purpose of
Transaction.
The transaction resulted from
the exchange of Mr. Gerashenko’s Onyx shares in the Business Combination. Mr. Gerashenko
does not have any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a)—(j)
of Item 4 of Schedule 13D, but reserves his rights with regard to such matters in the future.
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CUSIP
No. 524643103
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13D/A
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Page 4 of 5
Pages
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Item 5. Interest in
Securities of the Issuer.
As of the date of the Business
Combination, Mr. Gerashenko beneficially owns 5,983,443 shares of Common Stock of the Company, constituting 18.20% of the
issued and outstanding Common Stock, based upon 32,873,458 shares of Common Stock estimated outstanding as of November 20, 2020.
Mr. Gerashenko has the sole power to vote or direct the vote of all of such shares of Common Stock. Mr. Gerashenko has the sole
power to dispose or direct the disposition of all of such shares of Common Stock. The allocation of 5,983,443 shares of Common
Stock was made by the Company. Mr. Gerashenko did not consent to this allocation and reserves all of his rights with respect to
all of these transactions and the Business Combination.
Item 6. Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
At the closing of the Business
Combination (the “Closing”), the Company and the Onyx stockholders receiving shares of Common Stock as consideration
(the “Onyx Holders”), including the Reporting Person*, entered into a Registration Rights Agreement (the “Registration
Rights Agreement”) to provide the Onyx Holders with registration rights with respect to certain outstanding shares of the
Common Stock and any other equity security of the Company issued or issuable with respect to any such shares of Common Stock by
way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation
or reorganization (the “Registrable Securities”).
Pursuant to the terms of the
Registration Rights Agreement, the Onyx Holders are entitled, after the expiration of a lock-up, to request (i) up to three
written demands for registration, (ii) “piggy-back” registration in connection with any proposal by the Company
to file a registration statement under the Securities Act of 1933, as amended and (iii) Form S-3 registrations, all subject
to certain minimum requirements and customary conditions. The Registration Rights Agreement provides that the Company may
defer registration: if (A) during the period starting with the date 60 days prior to the Company’s good faith estimate
of the date of the filing of, and ending on a date 120 days after the effective date of, an initiated registration by the
Company and provided that the Company has delivered written notice to the Onyx Holders prior to receipt of a demand
registration and it continues to actively employ, in good faith, all reasonable efforts to cause the applicable registration
statement to become effective; (B) the Onyx Holders have requested a registration in which securities of the Company are sold
to an underwriter in a firm commitment underwriting for distribution to the public and the Company and the Onyx Holders are
unable to obtain the commitment of underwriters to firmly underwrite the offer; or (C) in the good faith judgment of the
Company’s board of directors such registration would be seriously detrimental to the Company and the board of directors
concludes as a result that it is essential to defer the filing of such registration statement at such time. The Registration
Rights Agreement provides for a lock-up period in which the Onyx Holders shall not transfer any shares of Common Stock issued
to such Onyx Holders in connection with the Business Combination prior to the earlier of (i) the first anniversary of the
Closing, (ii) the date, following the 180th day after the date of the Closing, on which the volume weighted average per share
price (“VWAP”) of Common Stock equals or exceeds $15.00 per share (as adjusted for stock splits, stock dividends,
reorganizations, recapitalizations and the like), (iii) the date, following the 270th day after the Closing, on which the
VWAP of Common Stock equals or exceeds $13.00 per share (as adjusted for stock splits, stock dividends, reorganizations,
recapitalizations and the like), or (iv) the Company’s completion of a liquidation, merger, stock exchange or other
similar transaction that results in all of the Onyx Holders having the right to exchange their shares of Common Stock for
cash, securities or other property.
*The Reporting Person did not
execute the Registration Rights Agreement, but became party thereto by the effect of a proxy. The Reporting Person did not consent
to the terms and conditions of the Registration Rights Agreement and reserves all of its rights with respect to that agreement
and all of the transactions in connection with the Business Combination.
Item 7. Material to
Be Filed as Exhibits.
N/A
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CUSIP No. 524643103
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13D/A
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Page 5 of 5
Pages
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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:
January 20, 2021
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ROMAN GERASHENKO
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By:
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/s/ Roman Gerashenko
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Name:
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Roman Gerashenko
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