Amended Statement of Ownership (sc 13g/a)
16 November 2021 - 2:28PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 2 )*
Clever
Leaves Holdings Inc.
|
(Name
of Issuer)
|
|
Common
Stock, $0.001 Par Value Per Share
|
(Title
of Class of Securities)
|
|
186760104
|
(CUSIP
Number)
|
|
November 14, 2021
|
(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).
SCHEDULE
13G
1
|
Names of Reporting Persons
|
ETF Managers Group LLC
|
2
|
Check the appropriate box if a member of a Group (see instructions)
|
(a) ☐
(b) ☒ See Item of attached schedule
|
3
|
Sec Use Only
|
4
|
Citizenship or Place of Organization
|
Delaware
|
Number of
Shares
Beneficially
Owned by Each
Reporting Person
With:
|
5
|
Sole Voting Power
|
1,607,534
|
6
|
Shared Voting Power
|
|
7
|
Sole Dispositive Power
|
1,607,534
|
8
|
Shared Dispositive Power
|
|
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
1,607,534
|
10
|
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
|
☐
|
11
|
Percent of class represented by amount in row (9)
|
6.13%
|
12
|
Type of Reporting Person (See Instructions)
|
IA
|
Item 1.
|
|
|
|
(a)
|
Name of Issuer: Clever
Leaves Holdings Inc.
|
|
|
(b)
|
Address of Issuer’s
Principal Executive Offices: 800 Westchester Avenue, Suite 632, Rye Brook, NY 10573 Canada
|
|
|
Item 2.
|
|
|
|
(a)
|
Name of Person Filing: ETF Managers Group LLC
|
|
|
(b)
|
Address of Principal Business Office or, if None,
Residence:
|
|
|
|
ETF Managers Group LLC - 30 Maple Street, Suite 2, Summit, New Jersey 07091
|
|
|
(c)
|
Citizenship: ETF Managers Group LLC – Delaware
|
|
|
(d)
|
Title and Class of Securities:
Common Stock
|
|
|
(e)
|
CUSIP
No.: 186760104
|
Item 3.
|
If this statement is filed pursuant
to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
|
|
(a)
|
☐
|
Broker or dealer registered under
Section 15 of the Act;
|
|
|
|
|
|
(b)
|
☐
|
Bank as defined in Section 3(a)(6) of the Act;
|
|
|
|
|
|
(c)
|
☐
|
Insurance company as defined in Section 3(a)(19) of
the Act;
|
|
|
|
|
|
(d)
|
☐
|
Investment company registered under Section 8 of the
Investment Company Act of 1940;
|
|
|
|
|
|
(e)
|
☒
|
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
|
|
|
|
|
|
(f)
|
☐
|
An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F);
|
|
|
|
|
|
(g)
|
☐
|
A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G);
|
|
|
|
|
|
(h)
|
☐
|
A savings associations as defined in Section 3(b) of
the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
|
|
|
|
|
(i)
|
☐
|
A church plan that is excluded from the definition
of an investment company under section 3(c)(14) of the Investment Company Act of 1940;
|
|
|
|
|
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(j)
|
☐
|
A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);
|
|
|
|
|
|
(k)
|
☐
|
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: _____________
|
(a)
|
Amount Beneficially Owned: 1,607,534
|
|
|
(b)
|
Percent of Class: 6.13%
|
|
|
(c)
|
Number of shares as
to which such person(s) has:
|
|
(i)
|
Sole power
to vote or to direct the vote: 1,607,534
|
|
|
|
|
(ii)
|
Shared power to vote
or to direct the vote:
|
|
|
|
|
(iii)
|
Sole power to dispose
or to direct the disposition of: 1,607,534
|
|
|
|
|
(iv)
|
Shared power to dispose
or to direct the disposition of:
|
Item 5.
|
Ownership of Five Percent or
Less of a Class.
|
|
|
|
If this statement is being
filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following ☐.
|
|
|
Item 6.
|
Ownership
of more than Five Percent on Behalf of Another Person.
|
|
|
|
The
ETFMG Alternative Harvest ETF, a series of the ETF Managers Trust, which is managed on a discretionary basis by ETF Managers Group
LLC, has the right or the power to direct the receipt of dividends, or the proceeds from the sale of, the Common Stock.
|
|
|
Item 7.
|
Identification and classification
of the subsidiary which acquired the security being reported on by the parent holding company or control person.
|
|
|
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Not
Applicable
|
|
|
Item 8.
|
Identification and classification of members of
the group.
|
|
|
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Not
Applicable.
|
|
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Item 9.
|
Notice of Dissolution
of Group.
|
|
|
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Not
Applicable
|
|
|
Item 10.
|
Certifications.
|
|
|
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By
signing below, we certify that, to the best of our 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.
|
SIGNATURE
After
reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true,
complete and correct.
Dated: November 15, 2021
|
|
|
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/s/
Reshma A. Tanczos
|
|
Name/Title: Reshma A. Tanczos,
Chief Compliance
Officer,
ETF Managers Group LLC
|
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