WASHINGTON, D.C. 20549
* The remainder of this cover page shall be filled out for a
person’s initial filing on this form with respect to subject class of securities, and for any subsequent amendment containing
information which would alter disclosures 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).
1.
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NAMES OF REPORTING PERSONS
Lisbeth Holdings Limited
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS)
(a)
¨
(b)
¨
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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 IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) (see instructions)
¨
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Malta
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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
--0--
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8.
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SHARED VOTING POWER
7,000,000
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9.
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SOLE DISPOSITIVE POWER
--0--
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10.
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SHARED DISPOSITIVE POWER
7,000,000
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,000,000
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12.
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
¨
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.8%
(1)
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12.
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TYPE OF REPORTING PERSON (see instructions)
CO
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(1)
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The percentage owned is based on 59,515,543 shares of common stock outstanding as of November 12, 2012 as reported by the Issuer
in its Form 10-K/A filed with the Commission on November 21, 2012.
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1.
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NAMES OF REPORTING PERSONS
Salander Holdings Limited
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS)
(a)
¨
(b)
¨
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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 IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) (see instructions)
¨
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Malta
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
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SOLE VOTING POWER
--0--
|
8.
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SHARED VOTING POWER
7,000,000
(2)
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9.
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SOLE DISPOSITIVE POWER
--0--
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10.
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SHARED DISPOSITIVE POWER
7,000,000
(2)
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,000,000
(2)
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12.
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
¨
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.8%
(1)
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12.
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TYPE OF REPORTING PERSON (see instructions)
CO
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(1)
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The percentage owned is based on 59,515,543 shares of common stock outstanding as of November 12, 2012 as reported by the Issuer
in its Form 10-K/A filed with the Commission on November 21, 2012.
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(2)
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Consists of shares owned by Lisbeth Holdings Limited, a wholly-owned subsidiary of Salander Holdings
Limited.
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1.
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NAMES OF REPORTING PERSONS
Robert Gudfinnsson
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS)
(a)
¨
(b)
ý
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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 IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) (see instructions)
¨
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Iceland
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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
-- 0 --
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8.
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SHARED VOTING POWER
10,000,000
(2)
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9.
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SOLE DISPOSITIVE POWER
-- 0 --
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10.
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SHARED DISPOSITIVE POWER
10,000,000
(2)
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,000,000
(2)
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12.
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
¨
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.8%
(1)
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12.
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TYPE OF REPORTING PERSON (see instructions)
IN
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(1)
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The percentage owned is based on 59,515,543 shares of common stock outstanding as of November 12, 2012 as reported by the Issuer
in its Form 10-K/A filed with the Commission on November 21, 2012.
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(2)
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Consists of (a) 7,000,000 shares owned by Lisbeth Holdings Limited, which is controlled by Mr. Gudfinnsson, and (b) 3,000,000
shares beneficially owned by Vilhelm Mar Gudmundsson.
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The information set forth in response to each separate item
shall be deemed to be a response to all Items where such information is relevant
Item 1. Security and Issuer
This Schedule 13D relates to the Common
Stock of Umami Sustainable Seafood Inc. (the “Issuer”). The Issuer’s principal executive office is located at
1230 Columbia St., Suite 440, San Diego, CA 94089.
Item 2. Identity and Background
Robert Gudfinnsson, a Reporting Person, and Vilhelm Mar Gudmundsson
are deemed to be a “group” for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (“Exchange
Act”).
Reporting Persons
(a) This Schedule 13D is filed by (i)
Lisbeth Holdings Limited (“Lisbeth”); (ii) Salander Holdings Limited (“Salander”); and (iii) Robert Gudfinnsson
(collectively, the “Reporting Persons”).
(b) The business address of the Reporting
Persons is 4 V Dimech Street, Floriana, Malta 1504.
(c) Lisbeth and Salander are in the business
of financial holdings. The principal occupation of Mr. Gudfinnsson is an independent consultant and the chief executive officer
of Holshyrna USA.
(d) During the past five years, none
of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors).
(e) During the past five years, none
of the Reporting Persons has been a party to a 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.
(f) Lisbeth and Salander are organized
under the laws of Malta. Mr. Gudfinnsson is a citizen of Iceland.
Vilhelm Mar Gudmundsson
(a) Vilhem Mar Gudmundsson.
(b) The business address of Mr. Gudmundsson
is 14894 Huntington Gate Drive, Poway, CA 92064.
(c) The principal occupation of Mr. Gudmundsson
is chief executive officer of Selsteinn Inc., a research and development company.
(d) During the past five years, to the
knowledge of the Reporting Persons, Mr. Gudmundsson has not been convicted in a criminal proceeding (excluding traffic violations
and similar misdemeanors).
(e) During the past five years, to the
knowledge of the Reporting Persons, Mr. Gudmundsson has not been a party to a 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.
(f) Mr. Gudmundsson is a citizen of Iceland.
Item 3.
Source and Amount of Funds or Other Consideration
Mr. Gudfinnsson sold shares of Common Stock
of the Issuer to another holder of shares of Common Stock of the Issuer in exchange for a promissory note. 7,000,000 shares of
Common Stock held by the issuer of the promissory note were pledged as collateral for the issuer’s obligations under the
promissory note. On December 10, 2012, such shares were issued to Salander, and subsequently transferred to Lisbeth, a wholly-owned
subsidiary of Salander, upon foreclosure on that pledge. Mr. Gudfinnsson controls Salander and Lisbeth and is deemed to beneficially
own the shares of Common Stock of the Issuer owned by Lisbeth pursuant to Rule 13d-3 of the Exchange Act.
On November 30, 2010, the Issuer issued
ten million shares of Common Stock to two persons in connection with the acquisition of the equity of Baja and Oceanic Enterprises,
Inc. Three million of those shares were issued to Motomax S.A. de C.V. (“Motomax”), a corporation which is 99.99% owned
by Mr. Gudmundsson’s spouse, Karla Adriana Garcia. Mr. Gudmundsson is deemed to beneficially own the shares of Common Stock
owned by Motomax pursuant to Rule 13d-3 of the Exchange Act.
Item 4. Purpose of Transaction
The information
contained in Item 3 above is incorporated herein by reference. The Reporting Persons
acquired
beneficial ownership of 7,000,000 shares of Common Stock upon default of a promissory note issued by another stockholder of the
Issuer. Mr. Gudmundsson initially acquired beneficial ownership of 3,000,000 shares of Common Stock in connection with the Issuer’s
acquisition of Baja Aqua Farms, S.A. de C.V., and Oceanic Enterprises, Inc.
(a) Each of the Reporting Persons and Mr.
Gudmundsson may directly or indirectly (i) make further purchases of shares of Common Stock of the Issuer through open market or
privately negotiated transactions or otherwise, or (ii) sell all or part of their shares of Common Stock in open market or privately
negotiated transactions or otherwise. Neither the Reporting Persons nor, to the knowledge of the Reporting Persons, Mr. Gudmundsson
has reached any decision with respect to any such possible actions.
(b) – (j): Each of Mr. Gudfinnsson,
a Reporting Person, and Mr. Gudmundsson is a consultant and advisor to the board of the directors of the Issuer. Mr. Gudfinnsson
and Mr. Gudmundsson are actively involved in matters of the board and management and thus may have general knowledge about one
or more of the items listed under (b) – (j) of this item. However, neither the Reporting Persons nor, to the knowledge of
the Reporting Persons, Mr. Gudmundsson currently has any plans or proposals which relate to or would result in any of the matters
set forth in clauses (b) – (j) of this Item 4.
Item 5. Interest in Securities of the Issuer
(a) The Issuer had 59,515,543 shares
of Common Stock outstanding as of November 12, 2012, as reported by the Issuer in its Form 10-K/A filed with the Commission on
November 21, 2012. Lisbeth, a Reporting Person, beneficially owns an aggregate of 7,000,000 shares of Common Stock of the Issuer,
representing approximately 11.8% of the total outstanding shares of the Issuer’s Common Stock. Salander, a Reporting Person,
beneficially owns an aggregate of 7,000,000 shares of Common Stock of the Issuer, representing approximately 11.8% of the total
outstanding shares of the Issuer’s Common Stock. Mr. Gudfinnsson, a Reporting Person, and Mr. Gudmundsson each beneficially
own an aggregate of 10,000,000 shares of Common Stock of the Issuer, representing approximately 16.8%% of the total outstanding
shares of the Issuer’s Common Stock.
(b) Lisbeth, a wholly-owned subsidiary
of Salander, has the shared power to vote or direct to vote, and the shared power to dispose of or direct the disposition of, 7,000,000
shares of Common Stock of the Issuer. Salander, the parent company of Lisbeth, is deemed to have the shared power to vote or direct
to vote, and the shared power to dispose of or direct the disposition of, the 7,000,000 shares of Common Stock held by Lisbeth
pursuant to Rule 13d-3 of the Exchange Act. Mr. Gudfinnsson controls Lisbeth and Salander and is deemed to have the shared power
to vote or direct to vote, and the shared power to dispose of or direct the disposition of, the 7,000,000 shares of Common Stock
held by Lisbeth pursuant to Rule 13d-3 of the Exchange Act. Mr. Gudfinnsson is also deemed to have the shared power to vote or
direct to vote, and the shared power to dispose of or direct the disposition of, the 3,000,000 shares of Common Stock beneficially
owned by Mr. Gudmundsson pursuant to Rule 13d-5 of the Exchange Act. Mr. Gudmundsson is deemed to have the shared power to vote
or direct to vote, and the shared power to dispose of or direct the disposition of, the 3,000,000 shares of Common Stock owned
by Motomax pursuant to Rule 13d-3 of the Exchange Act, and the shared power to vote or direct to vote, and the shared power to
dispose of or direct the disposition of, the 7,000,000 shares of Common Stock beneficially owned by Mr. Gudfinnsson pursuant to
Rule 13d-5 of the Exchange Act.
(c) Except as set forth in this Schedule
13D, to the knowledge of the Reporting Persons, each of the Reporting Persons and Mr. Gudmundsson has not affected any transaction
in the Common Stock during the past 60 days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
The disclosure set forth in Item 4, above,
is incorporated herein by reference.
Item 7. Material to be Filed as Exhibits
Not applicable.
SIGNATURE
After reasonable inquiry and to the best
of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Date: December 19, 2012
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Lisbeth Holdings Limited
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By:
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/s/ Robert Gudfinnsson
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Robert Gudfinnsson
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Salander Holdings Limited
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By:
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/s/ Robert Gudfinnsson
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Robert Gudfinnsson
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/s/ Robert Gudfinnsson
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Robert Gudfinnsson
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