Amended Statement of Ownership (sc 13g/a)
February 13 2017 - 7:01AM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13G
Under the Securities Exchange Act of
1934
(Amendment No. 1)*
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U.S. STEM CELL, INC.
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(Name of Issuer)
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Common Stock, $0.001 par value
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(Title of Class of Securities)
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90350U100
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(CUSIP Number)
|
|
|
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December 31, 2016
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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.
*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
).
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CUSIP No. 90350U100
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SCHEDULE 13G
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Page 2 of 9 Pages
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1
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NAME OF REPORTING PERSONS
TELLURIDE TOO, L.L.C.
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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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CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
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- 0 -
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6
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SHARED VOTING POWER
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324,995 (1)
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7
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SOLE DISPOSITIVE POWER
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- 0 -
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8
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SHARED DISPOSITIVE POWER
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324,995 (1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
324,995 (1)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)
¨
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|
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
0.4% (2)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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(1)
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Includes 324,995 shares of Common Stock (as defined below) held directly by Telluride (as defined
below). Each of Mr. Cassel (as defined below) and Mr. Salpeter (as defined below) is a managing member of Telluride and may be
deemed to share voting and investment power with respect to the Common Stock held by Telluride. Each of Mr. Cassel’s and
Mr. Salpeter’s interests in Telluride are held jointly with his wife as tenants by the entireties.
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(2)
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The calculation of the percentage is based on (i) 59,573,684 shares of Common Stock outstanding
as of November 8, 2016, as reported by the Issuer on its Quarterly Report on Form 10-Q for the quarter ended September 30, 2016
and (ii) 19,913,708 shares of Common Stock issued by the Issuer to subscribers on December 12, 2016, as reported by the Issuer
on its Current Report on Form 8-K, dated December 16, 2016.
|
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CUSIP No. 90350U100
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SCHEDULE 13G
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Page 3 of 9 Pages
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1
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NAME OF REPORTING PERSONS
James S. Cassel
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|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP (see instructions)
(a)
¨
(b)
¨
|
|
|
3
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SEC USE ONLY
|
|
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
|
- 0 -
|
|
|
6
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SHARED VOTING POWER
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324,995 (1)
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|
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7
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SOLE DISPOSITIVE POWER
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- 0 -
|
|
|
8
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SHARED DISPOSITIVE POWER
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324,995 (1)
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|
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
324,995 (1)
|
|
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)
0.4% (2)
|
|
12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
|
|
(1)
|
Includes 324,995 shares of Common Stock held directly by Telluride. Mr. Cassel is a managing member
of Telluride and may be deemed to share voting and investment power with respect to the Common Stock held by Telluride. Mr. Cassel’s
interests in Telluride are held jointly with his wife as tenants by the entireties.
|
|
|
(2)
|
The calculation of the percentage is based on (i) 59,573,684 shares of Common Stock outstanding
as of November 8, 2016, as reported by the Issuer on its Quarterly Report on Form 10-Q for the quarter ended September 30, 2016
and (ii) 19,913,708 shares of Common Stock issued by the Issuer to subscribers on December 12, 2016, as reported by the Issuer
on its Current Report on Form 8-K, dated December 16, 2016.
|
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CUSIP No. 90350U100
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SCHEDULE 13G
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Page 4 of 9 Pages
|
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1
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NAME OF REPORTING PERSONS
Scott E. Salpeter
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP (see instructions)
(a)
¨
(b)
¨
|
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
|
- 0 -
|
|
|
6
|
SHARED VOTING POWER
|
324,995 (1)
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
- 0 -
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
324,995 (1)
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
324,995 (1)
|
|
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)
0.4% (2)
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
|
|
(1)
|
Includes 324,995 shares of Common Stock held directly by Telluride. Mr. Salpeter is a managing
member of Telluride and may be deemed to share voting and investment power with respect to the Common Stock held by Telluride.
Mr. Salpeter’s interests in Telluride are held jointly with his wife as tenants by the entireties.
|
|
|
(2)
|
The calculation of the percentage is based on (i) 59,573,684 shares of Common Stock outstanding
as of November 8, 2016, as reported by the Issuer on its Quarterly Report on Form 10-Q for the quarter ended September 30, 2016
and (ii) 19,913,708 shares of Common Stock issued by the Issuer to subscribers on December 12, 2016, as reported by the Issuer
on its Current Report on Form 8-K, dated December 16, 2016.
|
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CUSIP No. 90350U100
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SCHEDULE 13G
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Page 5 of 9 Pages
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Item 1(a).
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Name of Issuer.
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U.S.
Stem Cell, Inc. (the “
Issuer
”)
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Item 1(b).
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Address of
Issuer’s Principal Executive Offices.
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13794 NW 4th Street,
Suite 212
Sunrise, Florida 33325
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Item 2(a).
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Name of Person
Filing.
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This statement is being filed by
Telluride Too, L.L.C., a Florida limited liability company (“
Telluride
”), James S. Cassel (“
Mr. Cassel
”)
and Scott E. Salpeter (“
Mr. Salpeter
” and together with Mr. Cassel and Telluride, each a “
Reporting
Person
” and, collectively, the “
Reporting Persons
”). The Reporting Persons have entered into a Joint
Filing Agreement (previously filed as Exhibit A to the Schedule 13G), dated April 28, 2016, pursuant to which the Reporting Persons
have agreed to file the Schedule 13G and any amendments thereto jointly in accordance with the provisions of Rule 13d-1(k) of the
Securities Exchange Act of 1934, as amended.
Due to their relationships with
one another, the Reporting Persons may be deemed to constitute a “group” under Section 13(d) of the Act with respect
to their beneficial ownership of the shares of Common Stock reported herein. The Reporting Persons, however, expressly disclaim
such status and declare that the filing of this Schedule 13G is not and should not be deemed an admission that any Reporting Person,
for purposes of Section 13(d) of the Act or otherwise, is the beneficial owner of the shares of Common Stock held by any other
Reporting Person. Each Reporting Person disclaims beneficial ownership of any securities beneficially owned by any other Reporting
Person.
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Item 2(b).
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Address of Principal Business Office.
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The principal business address
of the Reporting Persons is c/o Cassel Salpeter & Co., LLC, 801 Brickell Avenue, Suite 1900, Miami, FL 33131.
Telluride is organized under the
laws of the State of Florida.
Each or Mr. Cassel and Mr. Salpeter
is a citizen of the United States of America.
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Item 2(d).
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Title of Class of Securities.
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Common Stock, par value $0.001
per share (“
Common Stock
”).
90350U100
|
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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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Not applicable.
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CUSIP No. 90350U100
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SCHEDULE 13G
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Page 6 of 9 Pages
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Amount
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Power to Vote
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Power to Dispose
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Reporting
Person
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Beneficially
Owned
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Percent of
Class
|
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Sole
|
|
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Shared
|
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Sole
|
|
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Shared
|
|
|
|
|
|
|
|
|
|
|
|
|
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Telluride
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324,995
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(1)
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0.4
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%(4)
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- 0 -
|
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324,995
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(1)
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- 0 -
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324,995
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(1)
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Mr. Cassel
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324,995
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(2)
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0.4
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%(4)
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- 0 -
|
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324,995
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(2)
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- 0 -
|
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324,995
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(2)
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Mr. Salpeter
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324,995
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(3)
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0.4
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%(4)
|
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- 0 -
|
|
|
|
324,995
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(3)
|
|
|
- 0 -
|
|
|
|
324,995
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(3)
|
|
|
(1)
|
Includes 324,995 shares of Common Stock held directly by Telluride.
|
|
|
(2)
|
Includes 324,995 shares of Common Stock held directly by Telluride, of which Mr. Cassel is a managing
member. Mr. Cassel’s interests in Telluride are held jointly with his wife as tenants by the entireties.
|
|
|
(3)
|
Includes 324,995 shares of Common Stock held directly by Telluride, of which Mr. Salpeter is a
managing member. Mr. Salpeter’s interests in Telluride are held jointly with his wife as tenants by the entireties.
|
|
|
(4)
|
The calculation of the percentage is based on (i) 59,573,684 shares of Common Stock outstanding
as of November 8, 2016, as reported by the Issuer on its Quarterly Report on Form 10-Q for the quarter ended September 30, 2016
and (ii) 19,913,708 shares of Common Stock issued by the Issuer to subscribers on December 12, 2016, as reported by the Issuer
on its Current Report on Form 8-K, dated December 16, 2016.
|
|
|
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.
x
|
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another
Person.
|
Not applicable.
|
|
Item 7.
|
Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
|
Not applicable.
|
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Item 8.
|
Identification and Classification of Members of the
Group.
|
Not applicable.
|
CUSIP No. 90350U100
|
SCHEDULE 13G
|
Page 7 of 9 Pages
|
|
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Item 9.
|
Notice of Dissolution of Group.
|
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, other than activities solely in connection
with a nomination under §240.14a-11.
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CUSIP No. 90350U100
|
SCHEDULE 13G
|
Page 8 of 9 Pages
|
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: February 13, 2017
|
Telluride Too, L.L.C.
|
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By:
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/s/ Scott E. Salpeter
|
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Name: Scott E. Salpeter
|
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Title: President
|
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/s/ James S. Cassel
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James S. Cassel
|
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/s/ Scott E. Salpeter
|
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Scott E. Salpeter
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CUSIP No. 90350U100
|
SCHEDULE 13G
|
Page 9 of 9 Pages
|
EXHIBIT INDEX
|
Exhibit A
|
Joint Filing Agreement, dated April 28, 2016, among the Reporting Persons (previously filed as Exhibit A to the Schedule 13G, filed by the Reporting Persons with the SEC on April 28, 2016, and incorporated by reference herein).
|
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