UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Hancock Jaffe Laboratories, Inc.
(Name of Issuer)
Common Stock, par value $0.00001 per share
(Title of Class of Securities)
41015N106
(CUSIP Number)
Fatboy Capital, LP
9611 North US Highway One
Box 390
Sebastian, FL 32958
(973) 426-0300
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 16, 2020
(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 Rule.13d-7 for other parties
to whom copies are to be sent.
* 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.
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).
1. Names of Reporting Persons.
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Fatboy Capital, LP
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2. Check the Appropriate Box if a Member of a
Group
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(a)
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(b)
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3. SEC Use Only
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4. Source of Funds
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WC
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5. Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e)
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6. Citizenship or Place of Organization
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Delaware
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Number of Shares
Beneficially
Owned by
Each Reporting
Person With:
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7. Sole Voting Power
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0
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8. Shared Voting Power
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26,250
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9. Sole Dispositive Power
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0
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10. Shared Dispositive Power
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26,250
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11. Aggregate Amount Beneficially Owned by Each
Reporting Person
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26,250
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12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares
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13. Percent of Class Represented by Amount in Row
(11)
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1.2%
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14. Type of Reporting Person
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PN
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1. Names of Reporting Persons.
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SeaCap Management, LLC
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2. Check the Appropriate Box if a Member of a
Group
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(a)
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(b)
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3. SEC Use Only
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4. Source of Funds
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AF
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5. Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e)
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6. Citizenship or Place of Organization
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New
Jersey
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Number of Shares
Beneficially
Owned by
Each Reporting
Person With:
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7. Sole Voting Power
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0
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8. Shared Voting Power
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26,250
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9. Sole Dispositive Power
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0
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10. Shared Dispositive Power
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26,250
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11. Aggregate Amount Beneficially Owned by Each
Reporting Person
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26,250
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12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares
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13. Percent of Class Represented by Amount in Row
(11)
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1.2%
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14. Type of Reporting Person
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OO
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1. Names of Reporting Persons.
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David A. Jenkins
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2. Check the Appropriate Box if a Member of a
Group
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(a)
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(b)
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3. SEC Use Only
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4. Source of Funds
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AF
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5. Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e)
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6. Citizenship or Place of Organization
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United
States
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Number of Shares
Beneficially
Owned by
Each Reporting
Person With:
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7. Sole Voting Power
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0
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8. Shared Voting Power
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26,250
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9. Sole Dispositive Power
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0
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10. Shared Dispositive Power
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26,250
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11. Aggregate Amount Beneficially Owned by Each
Reporting Person
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26,250
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12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares
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13. Percent of Class Represented by Amount in Row
(11)
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1.2%
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14. Type of Reporting Person
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IN
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This Amendment No. 1 to Schedule 13D (this "Schedule 13D/A")
supplements and amends the Schedule 13D filed on December 16, 2020
(the "Initial Schedule 13D"). Unless otherwise indicated,
capitalized terms used but not otherwise defined herein shall have
the meaning assigned to such terms in the Initial Schedule 13D.
Responses to each item of this Schedule 13D/A are incorporated by
reference into the response to each other item, as
applicable.
ITEM 1. SECURITY AND ISSUER
ITEM 2. IDENTITY AND BACKGROUND
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
ITEM 4. PURPOSE OF TRANSACTION
Item 4 is hereby amended as follows:
On December 16, 2020, Fatboy sold 30,000 shares of Common Stock. On
December 17, 2020, Fatboy sold 100,000 shares of Common
Stock.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
As of
the date hereof, Fatboy is the holder
of record of 26,250 shares of Common Stock of the Issuer.
Each of SeaCap and Mr. Jenkins disclaim beneficial ownership of any shares of
the Issuer’s Common Stock owned of record by JCP, in each case
except to the extent of any pecuniary interest therein, and this
report shall not be deemed an admission that any such entity is the
beneficial owner of or has any pecuniary interest in, such
securities for purposes of Section 16 of the Securities Exchange
Act of 1934, as amended, or for any other purpose.
(a) See
also the information contained on the cover pages of this Statement
on Schedule 13D/A, which is incorporated herein by reference.
The percentage of Common Stock reported as beneficially owned by
each Reporting Person is based on 2,234,143 shares of Common Stock
outstanding as of November 30, 2020, as disclosed in the Issuer’s
Current Report on Form 8-K filed with the SEC on December 2,
2020.
(b) Sole power to vote or to direct the vote:
0 for all Reporting Persons
Shared
power to vote or to direct the vote:
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Fatboy:
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1.2%
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SeaCap:
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1.2%
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Mr.
Jenkins:
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1.2%
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Sole power to dispose or to direct the disposition of:
0 for all Reporting Persons
Shared
power to dispose or to direct the disposition:
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Fatboy:
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1.2%
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SeaCap:
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1.2%
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Mr.
Jenkins:
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1.2%
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(c) On December 16, 2020, Fatboy sold 30,000 shares of
Common Stock in open market transactions at a weighted average
price of $10.35 per share. The shares were sold in multiple
transactions at prices ranging from $10.63 to $10.18, inclusive. On
December 17, 2020, Fatboy sold 100,000 shares of Common Stock in
open market transactions at a weighted average price of $8.85 per
share. The shares were sold in multiple transactions at prices
ranging from $9.485 to $8.70, inclusive. The Reporting Persons
undertake to provide to the Staff of the SEC, upon request, full
information regarding the number of shares disposed at each
separate price within the ranges set forth above.
(d) Not applicable.
(e) On December 17, 2020, the Reporting Persons ceased
to be the beneficial owners of more than five percent of the
Issuer’s Common Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
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.
Dated: December 18, 2020
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David A.
Jenkins
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/s/ David A.
Jenkins
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Fatboy Capital,
LP
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By:
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SeaCap
Management, LLC,
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its general
partner
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By:
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/s/ David A.
Jenkins
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Name:
David A. Jenkins
Title:
Managing Member
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SeaCap
Management, LLC
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By:
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/s/ David A.
Jenkins
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Name:
David A. Jenkins
Title:
Managing Member
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