Statement of Beneficial Ownership (sc 13d)
07 Juli 2016 - 8:11PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
FUND.COM INC.
(Name of
Issuer)
Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
360769301
(CUSIP Number)
B.E. Capital Management Fund LP
Thomas Braziel,
Managing Partner
205 East 42nd St, 14th Floor
New York, NY
10017
646-604-9635
(Name, Address and Telephone Number
of Person Authorized to Receive Notices and Communications)
July 7th, 2016
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of this Schedule
13D, and is filing this Schedule because of Sections 240.13d -1(e), 240.13d
-1(f), or 240.13d -1(g), check the following box: [X]
Note
: Schedules filed in paper format shall include a
signed original and five copies of the schedule, including all exhibits. See
Section 240.13d -7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a
reporting persons initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information which
would alter disclosures provided 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).
SCHEDULE 13D
CUSIP No. 360769301
(1)
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NAMES OF REPORTING PERSONS
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B. E. Capital Management LP
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B. E. Capital Partners LLC
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Thomas Braziel
David Earls
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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)
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WC
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(5)
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
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(6)
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CITIZENSHIP OR PLACE OF ORGANIZATION
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B. E. Capital Management LP is a Delaware limited
partnership
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B. E. Capital Partners LLC is a Delaware limited
liability company
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Thomas Braziel is a United States citizen
David Earls is a
United States citizen
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(7)
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SOLE VOTING POWER
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B.E. Capital Management LP - 0 shares
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B.E. Capital Partners LLC - 0 shares
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Thomas Braziel - 0 shares
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David Earls - 0 shares
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(8)
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SHARED VOTING POWER
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B.E. Capital Management LP - 173,681 shares
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NUMBER OF SHARES
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B.E. Capital Partners LLC - 173,681 shares
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BENEFICIALLY
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Thomas Braziel - 173,681 shares
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OWNED BY EACH
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David Earls - 173,681 shares
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REPORTING PERSON
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(9)
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SOLE DISPOSITIVE POWER
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WITH
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B.E. Capital Management LP - 0 shares
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B.E. Capital Partners LLC - 0 shares
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Thomas Braziel - 0 shares
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David Earls - 0 shares
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(10)
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SHARED DISPOSITIVE POWER
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B.E. Capital Management LP - 173,681 shares
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B.E. Capital Partners LLC - 173,681 shares
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Thomas Braziel - 173,681 shares
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David Earls - 173,681 shares
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(11)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
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B. E. Capital Management LP - 173,681 shares
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B. E. Capital Partners LLC - 173,681 shares
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Thomas Braziel - 173,681 shares
David Earls - 173,681
shares
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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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[ ]
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(13)
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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B. E. Capital Management LP - 20.03%*
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B. E. Capital Partners LLC - 20.03%*
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Thomas Braziel - 20.03%*
David Earls - 20.03%*
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(14)
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TYPE OF REPORTING PERSON (see instructions)
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B. E. Capital Management LP - PN
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B. E. Capital Partners LLC - OO
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Thomas Braziel - IN
David Earls -
IN
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*
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Based on outstanding shares reported in the
issuers 10-Q filed with the SEC for the period ended March 21, 2010 and
the reverse split ratio reported in the issuers September 27, 2010
8-K.
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Page 2 of 4
SCHEDULE 13D
Item
1.
Security
and Issuer
The class of equity security to which this statement relates is
the common stock (the "Common Stock"), par value $.01 per share ("Share"), of
Fund.com Inc, a Delaware corporation (the "Issuer"). The address of the
principal executive offices of the Issuer is 767 Third Avenue, 25th Floor, New
York, New York 10017
Item
2.
Identity
and Background
(a) The names of the persons filing this statement are B.E.
Capital Management LP, B.E. Capital Partners LLC, Thomas Braziel, and David
Earls. This statement on Schedule 13D is filed on behalf of all such Reporting
Persons.
(b) The business address of each of the Reporting Persons is
205 East 42nd St, 14th Floor, New York, NY 10017.
(c) The principal business of B.E. Capital Partners LLC is
serving as general partner to a private investment partnership. The principal
business of B.E. Capital Management LP is Investment Management. Mr. Braziel's
principal occupations is Investment Professional. Mr. Earls' principal
occupations is Investment Professional.
(d) During the past five years, none of the Reporting Persons
has been convicted in a criminal proceeding (excluding traffic violations or
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 as a result of which such person was 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) B.E. Capital Partners LLC is a Delaware limited liability
company. B.E. Capital Management Fund LP is a Delaware Limited Partnership. Mr.
Braziel is a United States citizen. Mr. Earls is a United States citizen.
Item
3.
Source and
Amount of Funds or Other Consideration
The Shares were acquired in open market purchases by (i) a
private investment partnership, B.E. Capital Management Fund LP, a Delaware
limited partnership, of which B.E. Capital Partners LLC is the sole General
Partner and B.E. Capital Management LLC is the Investment Manager. Mr. Braziel
and Mr. Earls are Managing Partners of B.E. Capital Management LLC.
The source of such funds was the working capital of the private
investment partnership and private investment company.
Item
4.
Purpose of
Transaction
The Shares were acquired for investment purposes. From time to
time and subject to the Reporting Persons agreement described in Item 6, the
Reporting Persons may consider the feasibility and advisability of various
alternative courses of action with respect to their investment in the Issuer
including, without limitation,
(i) to hold the Shares as a passive investor or as an active
investor (including as a member of a group with other beneficial owners of the
Issuer's securities),
(ii) to acquire beneficial ownership of additional securities
of the Issuer in the open market, in privately negotiated transactions or
otherwise,
(iii) to take other actions which could involve one or more of
the types of transactions or have one or more of the results described in Item 4
of Schedule 13D (including, without limitation, a change in the present
composition of the Board of Directors of the Issuer and to fill any then
existing vacancies on such Board),
(iv) to enter into agreements with potential business
combination partners to facilitate a transaction with the Issuer or (v) to
change their intention with respect to any or all of the matters referred to
above or in Item 4.
The Reporting Persons' decisions and actions with respect to
such possibilities will depend upon a number of factors, including, without
limitation, the actions of the Issuer with respect to the potential acquisitions
or business combinations, market activity in the Issuer's securities, an
evaluation of the Issuer and its prospects, general market and economic
conditions, conditions specifically affecting the Reporting Persons and other
factors which the Reporting Persons may deem relevant to their investment
decisions.
Except as set forth above, none of the Reporting Persons has
any plans or proposals that relate to or would result in any of the actions
described in Item 4 of Schedule 13D.
Item
5.
Interest
in Securities of the Issuer
(a) and (b) 173,681 shares, representing approximately 20.03%
of the outstanding shares of the Issuer, are held by B.E. Capital Management
Fund LP. B.E. Capital Partners LLC is the General Partner of B.E. Capital
Management Fund LP. B.E. Capital Management LLC is the Investment Manager of
B.E. Capital Management Fund LP. Mr. Braziel and Mr. Earls are the Managing
Members of each of B.E. Capital Partners LLC and B.E. Capital Management LLC and
in such capacity has the power to vote and dispose of such Shares.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
Page 3 of 4
SIGNATURES
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.
Dated: July 7th, 2016
By:
/s/ Thomas Braziel
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Managing Partner of B.E. Capital Management Fund LP
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By:
/s/ David Earls
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Managing Partner of B.E. Capital Management Fund LP
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Page 4 of 4
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