Amended Statement of Beneficial Ownership (sc 13d/a)
August 17 2018 - 11:23AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
Under the Securities
Exchange Act of 1934
OSSEN INNOVATION
CO. LTD.
(NAME OF ISSUER)
Ordinary Shares,
Par Value $0.01 Per Share
(Title of Class of Securities)
G67908106
(CUSIP
NUMBER)
David Selengut
Bill Huo
Ari Edelman
Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas
New York, NY 10105
(212) 370-1300
(Name, Address and
Telephone Number of Person
Authorized to Receive Notices and Communications)
August 15, 2018
(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 Rule 13d-1(e),
13d-1(f) or 13d-1(g) check the following box
¨
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, as amended (the “Act”), or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act.
1
|
NAME OF REPORTING PERSONS
Effectual Strength Enterprises
Limited
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b)
x
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
PF
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
|
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
13,050,000
|
8
|
SHARED VOTING POWER
0
|
9
|
SOLE DISPOSITIVE POWER
13,050,000
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,050,000
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
65.9
(1)
|
14
|
TYPE OF REPORTING PERSON
CO
|
|
(1)
|
A
total of 19,791,110 shares of the Issuer’s ordinary shares are considered to be outstanding, pursuant to SEC Rule 13d-3(d)(1),
as of December 31, 2017. Beneficial ownership for purposes of this Statement have been computed in accordance with
Rule 13d-3(d)(1) promulgated under the Act.
|
1
|
NAME OF REPORTING PERSONS
Liang Tang
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b)
x
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
PF
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
People’s
Republic of China
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
13,050,000
(1)
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
13,050,000
(1)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
13,050,000
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
|
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
65.9%
(2)
|
14
|
TYPE OF REPORTING PERSON
IN
|
|
(1)
|
Represents
13,050,000 shares held by Effectual Strength Enterprises Limited, a British Virgin Islands company, which is beneficially owned
and controlled by Dr. Liang Tang, its sole director and shareholder.
|
|
(2)
|
A
total of 19,791,110 shares of the Issuer’s ordinary shares are considered to be outstanding, pursuant to SEC Rule 13d-3(d)(1),
as of December 31, 2017. Beneficial ownership for purposes of this Statement have been computed in accordance with
Rule 13d-3(d)(1) promulgated under the Act.
|
|
Item
1.
|
Security
and Issuer
|
The class of equity securities to which this statement (the
“Statement”) relates is: ordinary shares, par value $0.01 per share (the “Ordinary Shares”) of Ossen Innovation
Co. Ltd., a British Virgin Islands company (the “Issuer”). The Issuer’s principal executive offices are located
at 518 Shangcheng Road, Floor 17, Shanghai, 200120, People’s Republic of China.
|
Item
2.
|
Identity
and Background
|
(a) The
persons filing this Statement are Dr. Liang Tang, a natural person, and Effectual Strength Enterprises Limited, a British Virgin
Islands company (“Effectual Strength,” and together with Dr. Tang, the “Reporting Persons”) which is wholly
owned and controlled by Dr. Tang.
(b) The
business address of Dr. Tang is 518 Shangcheng Road, Floor 17, Shanghai, 200120, People’s Republic of China, which is also
the location of Effectual Strength’s principal office.
(c) The
principal occupation of Dr. Tang is President of Ossen Group Co., Ltd. Effectual Strength is a holding company and its principal
business is to hold, transact or otherwise deal in the securities of the Issuer.
(d)-(e) During
the last five years, neither Reporting Person has been (A) convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (B) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and
as a result of such proceeding was or is 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) Dr.
Tang is a citizen of the People’s Republic of China.
|
Item
3.
|
Source
and Amount of Funds
|
Pursuant to securities purchase agreements dated August 7, 2018,
copies of which are attached to this Statement as Exhibits 10.1 and 10.2, respectively, on August 15, 2018, Effectual Strength
purchased:
|
·
|
600,000
shares from Fascinating Acme Development Limited, an entity controlled by the spouse of Wei Hua, the Chief Executive Officer of
the Issuer, at a price of $2.582 per American Depositary Share (“ADS”), each ADS representing three Ordinary Shares;
and
|
|
·
|
600,000
shares from Gross Inspiration Development Limited, an entity controlled by the spouse of Xufeng Zhou, a senior manager of the
Issuer, at a price of $2.582 per ADS.
|
Dr. Tang is the sole director and shareholder of Effectual Strength
and may be deemed to be the beneficial owner of the Ordinary Shares held by Effectual Strength.
|
Item
4.
|
Purpose
of the Transaction
|
The Reporting Persons acquired the Issuer’s
Ordinary Shares pursuant to the transactions described in Item 3 above.
The Reporting Persons contemplate selling
all of their Ordinary Shares to Acme Innovation Limited, an entity that is indirectly controlled by Mr. Tang.
Except as set forth in this Statement, the
Reporting Persons have made no proposals, and entered into no agreements, which would be related to or would result in any of the
events or matters described in part (a) through (j) of Item 4 of Schedule 13D.
Item 5.
|
Interest in Securities of the Issuer
|
(a) For
purposes of Rule 13d-3 promulgated under the Act, Dr. Tang beneficially owns and controls the 13,050,000 Ordinary Shares of the
Issuer held by Effectual Strength, representing 65.9% of the outstanding Ordinary Shares of the Issuer (based on 19,791,110 Ordinary
Shares outstanding as of December 31, 2017, as reported in the Issuer’s Annual Report on Form 20-F filed on May 15, 2018).
Dr. Tang owns and controls the Ordinary Shares held by Effectual Strength because he is Effectual Strength’s only shareholder.
(b) Dr.
Tang has sole voting and dispositive power over the 13,050,000 Ordinary Shares of the Issuer that are directly and beneficially
owned by Effectual Strength. Dr. Tang does not own any other securities of the Issuer.
(c) Other
than the transactions described Item 3 above, the Reporting Persons have not been involved in any transactions involving the securities
of the Issuer in the last 60 days.
(d) No
other persons are known that have the right to receive or the power to direct the receipt of dividends from, or the proceeds of
sale of, such securities.
(e) Not
Applicable.
|
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
|
Except as otherwise indicated above, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons or between any Reporting Person
and any other person with respect to any securities of the Issuer, including but not limited to, transfer or voting of any of the
securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies.
|
Item
7.
|
Material
to be Filed as Exhibits
|
Exhibit 10.1.
|
|
Share Purchase Agreement, dated as of August 7, 2018, by and among Gross Inspiration Development Limited, Effectual Strength Enterprises Limited, Liang Tang, Yan Chen and Xufeng Zhou.
|
|
|
|
Exhibit 10.2.
|
|
Share Purchase Agreement, dated as of August 7, 2018, by and among Fascinating Acme Development Limited, Effectual Strength Enterprises Limited, Liang Tang, Xiamin Gu and Wei Hua.
|
SIGNATURES
After
reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Date: August
17, 2018
|
|
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EFFECTUAL STRENGTH LIMITED
|
|
|
|
By:
|
/s/ Liang Tang
|
|
|
Name: Liang Tang
|
|
Title: Director
|
|
|
|
/s/ Liang Tang
|
|
|
Liang Tang
|
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