Amended Statement of Ownership (sc 13g/a)
August 22 2017 - 8:01AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
Amendment
No. 4
To
SCHEDULE
13G
(Rule
13d-102)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
RULE 13d-1(b) (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE
13d-2(b)
TOWERSTREAM
CORPORATION
(Name
of Issuer)
COMMON
STOCK, PAR VALUE $0.001 PER SHARE
(Title
of Class of Securities)
892000100
(CUSIP
Number)
August
21, 2017
(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)
[X]
Rule 13d-1(c)
[ ]
Rule 13d-1(d)
1
|
NAME
OF REPORTING PERSONS
S.S.
OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
John
Stetson
|
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
|
5
|
SOLE
VOTING POWER
0
|
BENEFICIALLY
OWNED
BY
|
6
|
SHARED
VOTING POWER
3,140,000(1)(2)
|
EACH
REPORTING
|
7
|
SOLE
DISPOSITIVE POWER
0
|
PERSON
WITH
|
8
|
SHARED
DISPOSITIVE POWER
3,140,000(1)(2)
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,140,000(1)(2)
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.99%
(Based on 28,275,503 shares
of common stock outstanding as of August 10, 2017)
|
12
|
TYPE
OF REPORTING PERSON*
IN
|
|
(1)
|
Represents
630,991 shares of common stock, 2,509,009 shares of common stock underlying Series G
Preferred Stock held by HS Contrarian Investments, LLC (“HS Contrarian”).
Excludes (i) 3,870,991 shares of common stock underlying Series G Preferred Stock held
by HS Contrarian and (ii) 4,008,000 shares of common stock underlying Series H Preferred
Stock held by HS Contrarian. Each of the foregoing series of preferred stock contains
an ownership
limitation such that the holder may not exercise any of such securities to the extent
that such exercise would result in the holder’s beneficial ownership being in excess
of 9.99% of the Issuer’s issued and outstanding common stock together with all
shares owned by the holder and its affiliates.
|
|
(2)
|
John
Stetson is the Managing Member of HS Contrarian
and
in such capacity has voting and dispositive power over the securities held by such entity.
|
1
|
NAME
OF REPORTING PERSONS
S.S.
OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
HS
Contrarian Investments, LLC
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) [ ]
(b)
[ ]
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Florida
|
NUMBER
OF SHARES
|
5
|
SOLE
VOTING POWER
0
|
BENEFICIALLY
OWNED
BY
|
6
|
SHARED
VOTING POWER
3,140,000(1)(2)
|
EACH
REPORTING
|
7
|
SOLE
DISPOSITIVE POWER
0
|
PERSON
WITH
|
8
|
SHARED
DISPOSITIVE POWER
3,140,000(1)(2)
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,140,000(1)(2)
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.99%
(Based on 28,275,503 shares
of common stock outstanding as of August 10, 2017)
|
12
|
TYPE
OF REPORTING PERSON*
OO
|
|
(1)
|
Represents
630,991 shares of common stock, 2,509,009 shares of common stock underlying Series G
Preferred Stock. Excludes (i) 3,870,991 shares of common stock underlying Series G Preferred
Stock and (ii) 4,008,000 shares of common stock underlying Series H Preferred Stock.
Each of the foregoing series of preferred stock contains
an
ownership limitation such that the holder may not exercise any of such securities to
the extent that such exercise would result in the holder’s beneficial ownership
being in excess of 9.99% of the Issuer’s issued and outstanding common stock together
with all shares owned by the holder and its affiliates.
|
|
(2)
|
John
Stetson is the Managing Member of HS Contrarian
and
in such capacity has voting and dispositive power over the securities held by such entity.
|
|
Item 1(a).
|
Name of Issuer:
|
Towerstream Corporation, a Delaware corporation (“Issuer”)
|
Item 1(b).
|
Address of Issuer’s Principal Executive Offices:
|
88 Silva Lane, Middletown, RI 02842
|
Item 2(a).
|
Name of Person Filing.
|
The statement is filed on behalf of John Stetson
and HS Contrarian (collectively, the “Reporting Person”).
|
Item 2(b).
|
Address of Principal Business Office or, if None, Residence.
|
2300 East Las Olas Blvd., Fort Lauderdale, FL 33301
John Stetson is a citizen of the United States. HS Contrarian is
organized in the State of Florida.
|
Item 2(d).
|
Title of Class of Securities.
|
Common Stock, par value $0.001.
892000100
Not applicable.
(a) Amount beneficially owned: 3,140,000(1)(2)
(b) Percent of class: 9.99% (Based on 28,275,503 shares of common
stock outstanding as of August 10, 2017)
(c) Number of shares as to which the person has:
|
(i) Sole power to vote or to direct the vote: 0
|
|
(ii) Shared power to vote or to direct the vote: 3,140,000(1)(2)
|
|
(iii) Sole power to dispose or to direct the disposition of: 0
|
|
(iv) Shared power to dispose or to direct the disposition of: 3,140,000(1)(2)
|
|
(1)
|
Represents 630,991 shares of common stock, 2,509,009 shares of common stock underlying Series G Preferred Stock held by HS Contrarian. Excludes (i) 3,870,991 shares of common stock underlying Series G Preferred Stock held by HS Contrarian and (ii) 4,008,000 shares of common stock underlying Series H Preferred Stock held by HS Contrarian. Each of the foregoing series of preferred stock contains an ownership limitation such that the holder may not exercise any of such securities to the extent that such exercise would result in the holder’s beneficial ownership being in excess of 9.99% of the Issuer’s issued and outstanding common stock together with all shares owned by the holder and its affiliates.
|
|
|
|
|
(2)
|
John Stetson is the Managing Member of HS Contrarian and in such capacity has voting and dispositive power over the securities held by such entity.
|
|
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.
|
Not applicable.
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported 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.
|
Item 10.
|
Purpose of Transaction
|
All of the Issuer’s securities owned by the Reporting Persons
have been acquired for investment purposes only.
On August 21, 2017, the Reporting Person submitted a letter to the
Board of Directors requesting the Issuer to engage a banker for the sale of assets.. The aforementioned letter is attached to this
Schedule 13G as Exhibit 99.1.
|
Item 11.
|
Material to Be Filed as Exhibits
|
Exhibit
Number Description
99.1
|
Shareholder Letter to the Issuer dated August 21, 2017
|
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.
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: August 22, 2017
|
By:
|
/s/ John Stetson
|
|
|
John Stetson
|
|
HS Contrarian, LLC
|
|
|
Date: August
22, 2017
|
By:
|
/s/ John Stetson
|
|
|
John Stetson, Managing Member
|
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