Amended Statement of Beneficial Ownership (sc 13d/a)
08 November 2019 - 8:05PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
MusclePharm
Corporation
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
627335201
(CUSIP Number)
Todd M. Enright
White Winston Select Asset Fund Series Fund MP-18, LLC
265 Franklin St., Suite 1702
Boston, MA 02110
801-938-7540
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 30, 2019
(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall
include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
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*
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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 disclosures provided in a prior cover page.
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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).
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CUSIP No. 627335201
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13D
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Page
2
of 12 Pages
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1.
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NAMES OF
REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
White
Winston Select Asset Fund Series Fund MP-18, LLC
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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)
WC
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
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6.
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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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
3,648,355
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8.
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SHARED VOTING POWER
0
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9.
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SOLE DISPOSITIVE POWER
3,648,355
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10.
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SHARED DISPOSITIVE POWER
0
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,648,355
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12.
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CHECK BOX 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)
11.29%
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14.
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TYPE OF REPORTING PERSON (see
instructions)
OO
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CUSIP No. 627335201
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13D
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Page
3
of 12 Pages
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1.
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NAMES OF
REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Amerop Holdings, Inc.
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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)
WC
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
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6.
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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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
0
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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
1,463,839*
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,463,839*
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12.
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CHECK BOX 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)
4.55%*
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14.
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TYPE OF REPORTING PERSON (see
instructions)
CO
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*
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Beneficial ownership attributable to Reporting Person’s interest in Series A of White Winston Select Asset
Fund Series Fund MP-18, LLC
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CUSIP No. 627335201
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13D
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Page
4
of 12 Pages
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1.
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NAMES OF
REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Leonard P. Wessell III
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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)
PF
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
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6.
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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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7.
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SOLE VOTING POWER
0
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8.
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SHARED VOTING POWER
0
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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
1,463,839
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,463,839
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12.
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CHECK BOX 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)
4.55%
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14.
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TYPE OF REPORTING PERSON (see
instructions)
IN
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*
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Beneficial ownership attributable to Reporting Person’s interest in Series A of White Winston Select Asset
Fund Series Fund MP-18, LLC
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CUSIP No. 627335201
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13D
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Page
5
of 12 Pages
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1.
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NAMES OF
REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
White
Winston Select Asset Funds, LLC
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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)
WC
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
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6.
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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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
3,648,355
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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
3,648,355
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,648,355
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12.
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CHECK BOX 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)
11.29%
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14.
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TYPE OF REPORTING PERSON (see
instructions)
OO
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CUSIP No. 627335201
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13D
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Page
6
of 12 Pages
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1.
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NAMES OF
REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Todd
M. Enright
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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 BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
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6.
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CITIZENSHIP OR PLACE OF
ORGANIZATION
New
Hampshire
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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
3,648,355
|
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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
3,648,355
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|
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11.
|
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,648,355
|
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12.
|
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐
|
|
13.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
11.29%
|
|
14.
|
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TYPE OF REPORTING PERSON (see
instructions)
IN
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CUSIP No. 627335201
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13D
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Page
7
of 12 Pages
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1.
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NAMES OF
REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Mark
Blundell
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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 BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
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6.
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Utah
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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
3,648,355
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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
3,648,355
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11.
|
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,648,355
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|
12.
|
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐
|
|
13.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
11.29%
|
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14.
|
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TYPE OF REPORTING PERSON (see
instructions)
IN
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CUSIP No. 627335201
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13D
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Page
8
of 12 Pages
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1.
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NAMES OF
REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Donald Feagan
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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 BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
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6.
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Utah
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7.
|
|
SOLE VOTING POWER
0
|
|
|
8.
|
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SHARED VOTING POWER
3,648,355
|
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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
3,648,355
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|
|
|
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11.
|
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,648,355
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12.
|
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐
|
|
13.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
11.29%
|
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14.
|
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TYPE OF REPORTING PERSON (see
instructions)
IN
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CUSIP No. 627335201
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13D
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Page
9
of 12 Pages
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1.
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NAMES OF
REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Robert Mahoney
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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 BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
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6.
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CITIZENSHIP OR PLACE OF
ORGANIZATION
CT
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7.
|
|
SOLE VOTING POWER
0
|
|
|
8.
|
|
SHARED VOTING POWER
3,648,355
|
|
|
9.
|
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SOLE DISPOSITIVE POWER
0
|
|
|
10.
|
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SHARED DISPOSITIVE POWER
3,648,355
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|
|
|
|
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|
11.
|
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,648,355
|
|
12.
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐
|
|
13.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
11.29%
|
|
14.
|
|
TYPE OF REPORTING PERSON (see
instructions)
IN
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|
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CUSIP No. 627335201
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13D
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Page
10
of 12 Pages
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EXPLANATORY NOTE
This statement amends the Schedule 13D originally filed on June 29, 2018, as amended by Amendment No. 1 filed on August 24,
2018, by Amendment No. 2 filed on August 5, 2019 and by Amendment No. 3 filed on October 4, 2019 (“Amendment No. 3”). Each Item below amends and supplements the information disclosed under the
corresponding Item of the Schedule 13D. All items not supplemented in this Amendment remain unchanged from the Schedule 13D. Unless otherwise indicated herein, capitalized terms used but not defined in this Amendment shall have the same meaning
herein as are ascribed to such terms in the Schedule 13D.
Item 5. Interest in Securities of the Issuer.
This Amendment No. 4 corrects Amendment No. 3, which erroneously reported the number of shares of the Issuer’s Common Stock
received by the Fund on September 27, 2019. The correct number of shares of the Issuer’s Common Stock received by the Fund in the reported transaction was 93,852, not 103,677. As a result, the White Winston Reporting Persons may be deemed
to beneficially own, in the aggregate 3,648,355 shares of the Issuer’s Common Stock (including options to purchase Shares), representing approximately 11.29% of the Issuer’s outstanding capital stock based upon the 32,307,234 shares of the
Issuer’s Common Stock the White Winston Reporting Persons believe to be outstanding.
The Manager, Amerop, and the Partners disclaim
beneficial ownership of the Shares for all other purposes. Each of the Amerop Reporting Persons disclaims beneficial ownership of Shares reported herein as beneficially owned by the White Winston Reporting Persons.
The following table sets forth all transactions with respect to Shares effected during the past sixty (60) days by any of the Reporting
Persons. Except as otherwise noted below, all such transactions were purchases of Shares effected in the open market, and the table includes commissions paid in per share prices.
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Name of Reporting Person
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Date of
Transaction
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Purchase or Sale
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Amount of Securities
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Price Per
Share
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White Winston Select Asset Funds Series Fund MP-18, LLC
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09/27/19
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Purchase
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93,852 of the Issuer’s Common Stock
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N/A (1)
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White Winston Select Asset Funds Series Fund MP-18, LLC
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09/30/19
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Purchase
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626,826 of the Issuer’s Common Stock
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N/A (2)
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(1)
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The shares were acquired by the White Winston Reporting Person pursuant to a letter agreement dated
September 27, 2019, and in consideration for membership interests in Series D of the White Winston Reporting Person. The Common Stock was valued at $1.00 per share for the purpose of determining the amount of membership interest issued.
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(2)
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The shares were purchased by the White Winston Reporting Person in an
off-market transaction pursuant to a Share Transfer Agreement dated as of September 30, 2019. For purposes of the transaction, the value of the Common Stock was deemed to be $0.45 per share, the last
reported sale price of the Common Stock on the date of the transaction.
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CUSIP No. 627335201
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13D
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Page
11
of 12 Pages
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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.
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WHITE WINSTON SELECT ASSET FUND SERIES FUND MP-18, LLC
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By: White Winston Select Asset Funds, LLC
Title: Manager
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By: /s/ Todd M. Enright
Todd M. Enright
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Partner
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November 8, 2019
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AMEROP HOLDINGS, INC.
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By: /s/ Leonard Wessell
Leonard Wessell
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President
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November 8, 2019
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WHITE WINSTON SELECT ASSET FUNDS, LLC
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By: /s/ Todd M. Enright
Todd M. Enright
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Partner
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November 8, 2019
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Leonard P. Wessell III
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/s/ Leonard P. Wessell III
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November 8, 2019
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Todd M. Enright
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/s/ Todd M. Enright
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November 8, 2019
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Mark Blundell
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/s/ Mark Blundell
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November 8, 2019
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CUSIP No. 627335201
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13D
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Page
12
of 12 Pages
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Donald Feagan
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/s/ Donald Feagan
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November 8, 2019
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Robert Mahoney
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/s/ Robert Mahoney
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November 8, 2019
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