Statement of Ownership (sc 13g)
March 10 2023 - 1:01PM
Edgar (US Regulatory)
UNITED
STATES |
SECURITIES
AND EXCHANGE COMMISSION |
Washington,
D.C. 20549 |
|
SCHEDULE
13G |
|
Under
the Securities Exchange Act of 1934 |
(Amendment
No.___)* |
|
1847
Holdings LLC |
(Name
of Issuer) |
|
Common
Shares |
(Title
of Class of Securities) |
|
28252B804 |
(CUSIP
Number) |
|
February
9, 2023 |
(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) |
|
☒ |
Rule
13d-1(c) |
|
☐ |
Rule
13d-1(d) |
*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. 28252B804 |
SCHEDULE
13G |
Page
2 of 10 Pages |
1 |
NAME
OF REPORTING PERSON
Mast
Hill Fund, L.P.
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☐
(b)
☐ |
3 |
SEC USE ONLY
|
4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
State
of Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH: |
5 |
SOLE
VOTING POWER
0
|
6 |
SHARED
VOTING POWER
342,222
shares of Common Shares
|
7 |
SOLE
DISPOSITIVE POWER
0
|
8 |
SHARED
DISPOSITIVE POWER
342,222
shares of Common Shares
|
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
342,222
shares of Common Shares
|
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.39%1
|
12 |
TYPE
OF REPORTING PERSON
PN
|
1
Based on 4,079,137 common shares of the Issuer outstanding as of November 11, 2022, as reported in the Issuer’s Quarterly
Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2022.
CUSIP
No. 28252B804 |
SCHEDULE
13G |
Page
3 of 10 Pages |
1 |
NAME
OF REPORTING PERSON
Mast
Hill Management, LLC
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☐
(b)
☐ |
3 |
SEC USE ONLY
|
4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
State
of Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH: |
5 |
SOLE
VOTING POWER
0
|
6 |
SHARED
VOTING POWER
342,222
shares of Common Shares
|
7 |
SOLE
DISPOSITIVE POWER
0
|
8 |
SHARED
DISPOSITIVE POWER
342,222
shares of Common Shares
|
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
342,222
shares of Common Shares
|
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.39%2
|
12 |
TYPE
OF REPORTING PERSON
PN
|
2
Based on 4,079,137 common shares of the Issuer outstanding as of November 11, 2022, as reported in the Issuer’s Quarterly
Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2022.
CUSIP
No. 28252B804 |
SCHEDULE
13G |
Page
4 of 10 Pages |
1 |
NAME
OF REPORTING PERSON
Farzan
Hassani
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☐
(b)
☐ |
3 |
SEC USE ONLY
|
4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH: |
5 |
SOLE
VOTING POWER
0
|
6 |
SHARED
VOTING POWER
342,222
shares of Common Shares
|
7 |
SOLE
DISPOSITIVE POWER
0
|
8 |
SHARED
DISPOSITIVE POWER
342,222
shares of Common Shares
|
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
342,222
shares of Common Shares
|
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.39%3
|
12 |
TYPE
OF REPORTING PERSON
IN
|
3
Based on 4,079,137 common shares of the Issuer outstanding as of November 11, 2022, as reported in the Issuer’s Quarterly
Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2022.
CUSIP
No. 28252B804 |
SCHEDULE
13G |
Page
5 of 10 Pages |
1 |
NAME
OF REPORTING PERSON
George
Murphy
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☐
(b)
☐ |
3 |
SEC USE ONLY
|
4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH: |
5 |
SOLE
VOTING POWER
0
|
6 |
SHARED
VOTING POWER
342,222
shares of Common Shares
|
7 |
SOLE
DISPOSITIVE POWER
0
|
8 |
SHARED
DISPOSITIVE POWER
342,222
shares of Common Shares
|
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
342,222
shares of Common Shares
|
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.39%4
|
12 |
TYPE
OF REPORTING PERSON
IN
|
4
Based on 4,079,137 common shares of the Issuer outstanding as of November 11, 2022, as reported in the Issuer’s Quarterly
Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2022.
CUSIP
No. 28252B804 |
SCHEDULE
13G |
Page
6 of 10 Pages |
Item
1(a). |
NAME
OF ISSUER: |
|
|
|
The
name of the issuer is 1847 Holdings LLC, a Delaware corporation (the “Company”). |
Item
1(b). |
ADDRESS
OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES: |
|
|
|
The
Company’s principal executive offices are located at 590 Madison Avenue, 21st Floor, New York, NY 10022. |
Item
2(a). |
NAME
OF PERSON FILING: |
|
|
|
This
statement is filed by Mast Hill Fund, L.P. (“Mast Hill”), Mast Hill Management, LLC (“Mast Management”),
Mr. Farzan Hassani (“Mr. Hassani”), and Mr. George Murphy (“Mr. Murphy”), who are collectively
referred to herein as “Reporting Persons.” |
Item
2(b). |
ADDRESS
OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: |
|
|
|
The
address of the business office of each of the Reporting Persons is 48 Parker Road, Wellesley, MA 02482. |
Item
2(c). |
CITIZENSHIP: |
|
|
|
Mast
Hill is a Delaware limited partnership. Mast Management is a Delaware limited liability company. Mr. Hassani is a United States citizen.
Mr. Murphy is a United States citizen. |
Item
2(d). |
TITLE
OF CLASS OF SECURITIES: |
|
|
|
Common
Shares (the “Common Shares”). |
Item
2(e). |
CUSIP
NUMBER: |
|
|
|
28252B804 |
CUSIP
No. 28252B804 |
SCHEDULE
13G |
Page
7 of 10 Pages |
Item
3. |
IF
THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: |
|
|
|
(a) |
☐ |
Broker
or dealer registered under Section 15 of the Act (15 U.S.C. 78o); |
|
|
|
|
|
(b) |
☐ |
Bank
as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); |
|
|
|
|
|
(c) |
☐ |
Insurance
company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); |
|
|
|
|
|
(d) |
☐ |
Investment
company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
|
|
|
|
|
(e) |
☐ |
Investment
adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
|
|
|
|
|
(f) |
☐ |
Employee
benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); |
|
|
|
|
|
(g) |
☐ |
Parent
holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); |
|
|
|
|
|
(h) |
☐ |
Savings
association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
|
|
|
|
|
(i) |
☐ |
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); |
|
|
|
|
|
(j) |
☐ |
Non-U.S.
institution in accordance with Rule 13d-1(b)(1)(ii)(J); |
|
|
|
|
|
(k) |
☐ |
Group,
in accordance with Rule 13d-1(b)(1)(ii)(K). |
|
If
filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: |
CUSIP
No. 28252B804 |
SCHEDULE
13G |
Page
8 of 10 Pages |
Item
4. |
OWNERSHIP |
|
|
|
The information required by Items 4(a) - (c) is set
forth in Rows (5) - (11) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such
Reporting Person. |
|
|
|
The
percentages set forth on row (11) of the cover page for each Reporting Person are calculated based upon 4,079,137 common shares of
the Company outstanding as of November 11, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities
and Exchange Commission on November 14, 2022. |
|
|
|
Mast Management serves as the investment manager to
Mast Hill, in whose name the 342,222 shares of Common Shares (the “Securities”) are held. As such, Mast Management
may be deemed to be the beneficial owner of the Securities held by Mast Hill. Mr. Murphy and Mr. Hassani are members of Mast Management.
Mr. Murphy and Mr. Hassani disclaim beneficial ownership of these securities, except to the extent of their respective pecuniary
interest therein. |
Item
5. |
OWNERSHIP OF FIVE PERCENT OR
LESS OF A CLASS. |
|
|
|
Not applicable. |
Item
6. |
OWNERSHIP
OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. |
|
|
|
See Item 4. |
Item
7. |
IDENTIFICATION
AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. |
|
|
|
Not applicable. |
Item
8. |
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF
THE GROUP. |
|
|
|
Not applicable. |
Item
9. |
NOTICE OF DISSOLUTION OF GROUP. |
|
|
|
Not applicable. |
|
Each
of the Reporting Persons hereby makes the following certification: |
|
|
|
By
signing below each Reporting Person certifies that, to the best of his or its knowledge and belief, the securities referred to above
were acquired and are held in the ordinary course of business and 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. |
CUSIP
No. 28252B804 |
SCHEDULE
13G |
Page
9 of 10 Pages |
SIGNATURES
After
reasonable inquiry and to the best of its or his knowledge and belief, each of the undersigned certifies that the information set forth
in this statement is true, complete and correct.
DATE:
March 10, 2023
MAST HILL FUND, L.P. |
|
|
|
|
By: |
/s/ Farzan Hassani |
|
Name: |
Farzan Hassani |
|
Title: |
Chief Investment Officer |
|
|
|
|
MAST HILL MANAGEMENT, LLC |
|
|
|
|
By: |
/s/ Farzan Hassani |
|
Name: |
Farzan Hassani |
|
Title: |
Authorized Signatory |
|
|
|
|
/s/ George Murphy |
|
GEORGE
MURPHY
|
|
|
|
/s/ Farzan Hassani |
|
FARZAN HASSANI |
|
CUSIP
No. 28252B804 |
SCHEDULE
13G |
Page
10 of 10 Pages |
EXHIBIT
I
JOINT
FILING AGREEMENT
The
undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that
all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity
of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such
amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not
be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or
has reason to believe that such information is inaccurate.
DATED
as of March 10, 2023
MAST HILL FUND, L.P. |
|
|
|
|
By: |
/s/ Farzan Hassani |
|
Name: |
Farzan Hassani |
|
Title: |
Chief Investment Officer |
|
|
|
|
MAST HILL MANAGEMENT, LLC |
|
|
|
|
By: |
/s/ Farzan Hassani |
|
Name: |
Farzan Hassani |
|
Title: |
Authorized Signatory |
|
|
|
|
/s/ George Murphy |
|
GEORGE
MURPHY
|
|
|
|
/s/ Farzan Hassani |
|
FARZAN HASSANI |
|
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