Ameritrans Capital Corp - Statement of Ownership (SC 13G)
07 April 2008 - 5:31PM
Edgar (US Regulatory)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
Under
the Securities Exchange Act of 1934
(Amendment No. __)
1
Ameritrans Capital Corporation
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(Name of
Issuer)
Common stock, par value $0.0001 per share
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(Title of
Class of Securities)
(CUSIP
Number)
December 31, 2007
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(Date of Event which Requires Filing of this
Statement)
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Check the
appropriate box to designate the rule pursuant to which this Schedule is filed:
_____________________________________
1
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).
1
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities
only)
P2 Management, LLC - 20-0257537
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2
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Check the Appropriate Box if a Member of a Group (See
Instructions)
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(a)
o
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(b)
o
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
New York
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
336,375
(refer to Item 4
below)
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6 Shared Voting Power
NONE
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7 Sole Dispositive Power
336,375
(refer to Item 4
below)
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8 Shared Dispositive Power
NONE
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9
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Aggregate Amount Beneficially Owned by Each Reporting
Person
336,375
(refer to Item 4
below)
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
o
Not applicable.
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11
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Percent of Class Represented by Amount in Row
(9)*
9.9% (based on 3,395,583 shares outstanding at 12/31/2007,
including
67,275
shares which
may be acquired upon exercise of warrants) (refer to Item 4
below)
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12
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Type of Reporting Person (See Instructions)
OO (Limited Liability Company)
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1
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities
only)
Brett Fialkoff
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2
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Check the Appropriate Box if a Member of a Group (See
Instructions)
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(a)
o
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(b)
o
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
United States
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
336,375
(refer to Item 4
below)
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|
6 Shared Voting Power
NONE
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7 Sole Dispositive Power
336,375
(refer to Item 4
below)
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8 Shared Dispositive Power
NONE
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9
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Aggregate Amount Beneficially Owned by Each Reporting
Person
336,375
(refer to Item 4
below)
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
o
Not applicable.
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11
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Percent of Class Represented by Amount in Row
(9)*
9.9% (based on 3,395,583 shares outstanding at 12/31/2007,
including
67,275
shares which
may be acquired upon exercise of warrants) (refer to Item 4
below)
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12
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Type of Reporting Person (See Instructions)
IN
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Item
1.
(a)
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Name of Issuer
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Ameritrans Capital Corporation, a Delaware corporation (the
"Issuer").
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(b)
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Address of Issuer's Principal Executive Offices
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747 Third Avenue, 4th Floor
New York, New York 10017
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Item
2.
(a)
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Name of Persons Filing
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P2 Management, LLC
Brett Fialkoff
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(b)
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Address of Principal Business Office or, if none,
Residence
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P2 Management, LLC
Brett Fialkoff
145 East 57th Street, 11th Floor
New York, NY 10022
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(c)
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Citizenship
P2 Management, LLC -- New York limited liability
company
Brett Fialkoff -- United States
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(d)
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Title of Class of Securities
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Common stock, par value $0.0001 per share of the
Issuer
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(e)
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CUSIP Number
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03073H108
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Item
3.
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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:
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(a)
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o
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Broker or dealer registered under section 15 of the Act (15
U.S.C. 78o).
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(b)
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o
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
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(c)
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o
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Insurance Company as defined in Section 3(a)(19) of the
Act
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(d)
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o
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Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C 80a-8).
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(e)
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o
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An investment adviser in accordance with
240.13d-1(b)(1)(ii)(E);
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(f)
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o
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An employee benefit plan or endowment fund in accordance
with 240.13d-1(b)(1)(ii)(F);
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(g)
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o
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A parent holding company or control person in accordance
with 240.13d-1(b)(1)(ii)(G);
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(h)
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o
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A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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o
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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 (15 U.S.C. 80a-3);
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(j)
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o
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Group, in accordance with 240.13d-1(b)(1)(ii)(J).
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Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a)
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Amount Beneficially Owned
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P2 Management, LLC -- 336,375
Brett Fialkoff -- 336,375
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(b)
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Percent of Class
P2 Management, LLC -- 9.9%
Brett Fialkoff -- 9.9%
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(c)
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Number of shares as to which such person has:
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(i)
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sole power to vote or to direct the vote
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P2 Management, LLC -- 336,375
Brett Fialkoff -- 336,375
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(ii)
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shared power to vote or to direct the vote
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NONE
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(iii)
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sole power to dispose or to direct the disposition
of
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P2 Management, LLC -- 336,375
Brett Fialkoff -- 336,375
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(iv)
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shared power to dispose or to direct the disposition
of
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NONE
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** Shares reported herein for P2 Management, LLC and Brett Fialkoff reflect
shares held by Performance Capital, L.P and Performance Capital II, L.P., each a private
investment fund, for which P2 Management, LLC is the general partner. Brett Fialkoff is the
Manager of P2 Management, LLC. Each of P2 Management, LLC and Brett Fialkoff disclaims
beneficial ownership of all shares except to the extent of its or his pecuniary interest
therein.
Item
5.
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Ownership of Five Percent or Less of a
Class
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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
o
.
Not applicable.
Item
6.
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Ownership of More than Five Percent on Behalf of Another
Person
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Not applicable.
Item
7.
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Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company
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Not applicable.
Item
8.
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Identification and Classification of Members of the
Group
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Not applicable.
Item
9.
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Notice of Dissolution of Group
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Not applicable.
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.
P2 MANAGEMENT, LLC
By:
/s/ Brett
Fialkoff
Brett
Fialkoff
Manager
BRETT FIALKOFF
/s/ Brett
Fialkoff
Exhibit
1
JOINT
FILING AGREEMENT
This
Joint Filing
Agreement
, dated as of April 7, 2008, is by and between
P2 Capital, L.P.
, a New York limited liability
company ("
P2
"); and
Brett Fialkoff
("
BF
"), an
individual.
Whereas
, P2 and BF beneficially own more than
five percent (5%) of the issued and outstanding common stock, $0.0001 par value of
Ameritrans Capital Corporation ("
Ameritrans Common
Shares
"), a Delaware corporation; and
Whereas
, pursuant to Section 13(g) of the
Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated
thereunder, the partiers hereto are required to file a Schedule 13G with the Securities and
Exchange Commission ("
SEC
").
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Now, therefore
, the parties
agree as follows:
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1. The parties
agree to file jointly a Schedule 13G with the SEC regarding the beneficial ownership of
Ameritrans Common Shares and to file any and all amendments and supplements thereto, and
further agree that this Joint Filing Agreement shall be included as an exhibit to such
joint filings.
2. The parties
agree that each party hereto is responsible for the timely filing of such Schedule 13G and
any amendments thereto, and for the completeness and accuracy of the information concerning
such party contained therein; provided, however, that no party is responsible for the
completeness or accuracy of the information concerning any other party making the filing,
unless such party knows or has reason to believe that such information is
inaccurate.
3. This Joint
Filing Agreement contains the entire agreement among the parties concerning the subject
matter hereof an may not be amended, modified or changed except pursuant to a written
instrument signed by all parties. However, this Joint Filing Agreement may be terminated by
either party upon one week's prior written notice (or such lesser period of notice as the
parties may mutually agree) to the other party.
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Executed and delivered as of the date first above
written.
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P2 MANAGEMENT, LLC
By:
/s/ Brett
Fialkoff
Brett Fialkoff
Manager
BRETT FIALKOFF
/s/ Brett
Fialkoff
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