Amended Statement of Ownership (sc 13g/a)
February 14 2017 - 4:57PM
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)*
AAC Holdings,
Inc.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
000307108
(CUSIP Number)
December 31, 2016
(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)
*
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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 the disclosures provided in a prior cover page.
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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. 000307108
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13G
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Page
2
of 5 Pages
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1
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NAME OF
REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Michael T. Cartwright
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(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
United States of America
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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
3,080,490
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6
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SHARED VOTING POWER
2,046,176 (1)
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7
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SOLE DISPOSITIVE POWER
3,080,490
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8
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SHARED DISPOSITIVE POWER
2,046,176 (1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,126,666 (2)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES* (a) ☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
21.7% (3)
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12
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TYPE OF REPORTING PERSON*
IN
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(1)
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Consists of (i) 954,507 shares held of record by the Irrevocable Family Trust of Tina Cartwright of which Mr. Cartwright serves as one of two trustees, (ii) 954,507 shares held of record by the Irrevocable Family Trust
of Michael T. Cartwright of which Mr. Cartwrights family is the beneficiary and (iii) 137,162 shares held of record by Tina F. Cartwright, Mr. Cartwrights spouse, of which Mr. Cartwright has shared voting and dispositive power.
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(2)
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Consists of (i) 3,080,490 shares of record held by Mr. Cartwright, (ii) 954,507 shares held of record by the Irrevocable Family Trust of Tina Cartwright of which Mr. Cartwright serves as one of two trustees, (iii)
954,507 shares held of record by the Irrevocable Family Trust of Michael T. Cartwright of which Mr. Cartwrights family is the beneficiary and (iv) 137,162 shares held of record by Tina F. Cartwright, Mr. Cartwrights spouse, of which Mr.
Cartwright has shared voting and dispositive power.
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(3)
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Based on 23,673,907 shares of Common Stock outstanding as of December 31, 2016.
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CUSIP NO. 000307108
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13G
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Page
3
of 5 Pages
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Item 1(a).
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Name of Issuer.
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AAC Holdings, Inc.
Item 1(b).
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Address of Issuers Principal Executive Offices.
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200 Powell Place
Brentwood, TN 37027
Item 2(a).
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Name of Person Filing.
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Michael T. Cartwright
Item 2(b).
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Address of Principal Business Office or, if none, Residence.
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c/o AAC Holdings, Inc.
200 Powell Place
Brentwood, TN 37027
Item 2(c).
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Organization/Citizenship.
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United States of America
Item 2(d).
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Title of Class
Of Securities.
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Common Stock, $0.001
par value
000307108
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 filing person is a:
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Inapplicable.
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CUSIP NO. 000307108
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13G
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Page
4
of 5 Pages
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Please provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a), (b) and (c)
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Person
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Total Shares
of
Common
Stock
Beneficially
Owned
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Percent
of
Class
(1)
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Sole
Voting
Power
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Shared
Voting
Power
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Sole
Power
to
Dispose
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Shared
Power
to
Dispose
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Michael T. Cartwright
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5,126,666
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(2)
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21.7
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%
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3,080,490
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2,046,176
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(3)
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3,080,490
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2,046,176
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(3)
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(1)
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Based on 23,673,907 shares of Common Stock outstanding as of December 31, 2016.
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(2)
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Consists of (i) 3,080,490 shares of record held by Mr. Cartwright, (ii) 954,507 shares held of record by the Irrevocable Family Trust of Tina Cartwright of which Mr. Cartwright serves as one of two trustees,
(iii) 954,507 shares held of record by the Irrevocable Family Trust of Michael T. Cartwright of which Mr. Cartwrights family is the beneficiary and (iv) 137,162 shares held of record by Tina F. Cartwright, Mr. Cartwrights
spouse, of which Mr. Cartwright has shared voting and investment power.
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(3)
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Consists of (i) 954,507 shares held of record by the Irrevocable Family Trust of Tina Cartwright of which Mr. Cartwright serves as one of two trustees (ii) 954,507 shares held of record by the Irrevocable Family
Trust of Michael T. Cartwright of which Mr. Cartwrights family is the beneficiary and (iii) 137,162 shares held of record by Tina F. Cartwright, Mr. Cartwrights spouse, of which Mr. Cartwright has shared voting and
dispositive power.
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Item 5.
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Ownership of Five Percent or Less of a Class
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Inapplicable
Item 6.
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Ownership of More than Five Percent on Behalf of Another Person
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Inapplicable
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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Inapplicable
Item 8.
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Identification and Classification of Members of the Group
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Inapplicable
Item 9.
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Notice of Dissolution of Group
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Inapplicable
Inapplicable
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CUSIP NO. 000307108
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13G
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Page
5
of 5 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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February 14, 2017
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Date
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/s/ Michael T. Cartwright
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(Signature)
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Michael T. Cartwright, Chairman and Chief Executive Officer
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(Name/Title)
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