Statement of Ownership (sc 13g)
May 21 2020 - 09:01AM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
DOLPHIN ENTERTAINMENT, INC.
(Name of Issuer)
Common Stock, $0.015 par value per share
(Title of Class of Securities)
25686H100
(CUSIP Number)
May 13, 2020
(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) |
| x |
Rule 13d-1(c) |
| ¨ |
Rule 13d-1(d) |
*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 (“Exchange 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).
|
CUSIP No. 25686H100 |
SCHEDULE 13G |
|
| |
1 |
Name
of Reporting Person
Marvin Shanken |
| |
|
|
| |
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
Delaware |
| |
|
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5 |
Sole
Voting Power
1,558,588 |
|
|
|
6 |
Shared
Voting Power
0 |
|
|
|
7 |
Sole
Dispositive Power
1,558,588 |
|
|
|
8 |
Shared
Dispositive Power
0 |
| |
|
|
| |
9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
1,558,588 (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)
7.8% (2) |
| |
|
|
| |
12 |
Type
of Reporting Person (See Instructions)
IN |
(1) This number does not include (i) 638,733 shares of common stock
of Dolphin Entertainment, Inc. (the “Issuer”) that that are
issuable upon conversion of a senior convertible note (the “Note”),
or (ii) 100,000 shares of common stock of the Issuer that are
issuable upon the exercise of warrants (the “Warrants”) that will
become exercisable on September 4, 2020. The Note and the Warrants
are each subject to a 4.99% beneficial ownership blocker and the
percentage set forth on row (11) and the number of shares of common
stock set forth on rows (5), (7) and (9) give effect to such
blockers.
(2) This calculation is based on the 20,036,906 shares of common
stock of the Issuer outstanding as of April 17, 2020, according to
the definitive proxy statement filed by the Issuer on April 27,
2020.
|
CUSIP No. 25686H100 |
SCHEDULE 13G |
|
Item 1. Name of Issuer; Address of Issuer’s
Principal Executive Offices
(a) – (b) This Schedule 13G is being filed
with respect to the common stock, par value $0.015 per share, of
Dolphin Entertainment, Inc., a Florida corporation. The
address of the principal executive offices of the Issuer is 150
Alhambra Circle, Suite 1200, Coral Gables, FL 33134.
Item 2. Name of Person Filing; Address or Principal
Business Office; Citizenship; Title of Class of Securities;
Cusip No.
|
(a) |
Name of Persons Filing (the
“Reporting Persons”): |
Marvin Shanken
|
(b) |
The principal business office of
each of the Reporting Persons is located at: |
825 Eighth Avenue, 33rd Floor, New York, NY 10019
United States
|
(d) |
Title of Class of
Securities: |
Common stock, par value $0.015 per share
25686H100
Item 3. If this statement is filed pursuant to rule
13d-1(b) or 13d-2(b) or (c), check the appropriate
box.
Not applicable.
Item 4. Ownership
The information required by Items 4(a) – (c) is set forth
in Rows (5) – (11) of the cover page for the Reporting
Person and is incorporated herein by reference.
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 Persons have ceased to be the beneficial
owner of more than five percent of the class of securities, check
the following: o
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.
Item 8. Identification and Classification of Members
of the Group
Not applicable.
Item 9. Notice of Dissolution of Group
Not applicable.
|
CUSIP No. 25686H100 |
SCHEDULE 13G |
|
Item 10. Certification
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.
SIGNATURE
After reasonable inquiry and to the best of our knowledge and
belief, we certify that the information set forth in this statement
is true, complete and correct.
Date: May 20, 2020
| |
/s/
Marvin Shanken |
| |
Marvin Shanken |
