Amended Statement of Beneficial Ownership (sc 13d/a)
October 04 2019 - 4:25PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
TDH HOLDINGS, INC.
(Name of Issuer)
Common Shares
(Title of Class of Securities)
G87084 102
(CUSIP Number)
Dandan Liu
Room 1809, Financial Square, 197 Shuangzhu
Road, Huangdao District,
Qingdao, Shandong Province, People’s
Republic of China
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 27, 2019
(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 §§
240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.
*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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1.
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Names
of Reporting Person: Dandan Liu
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I.R.S.
Identification Nos. of above persons (entities only):
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
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(a) ☐
(b) ☐
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3.
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SEC
Use Only:
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4.
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Source
of Funds (See Instruction):
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PF
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5.
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Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or (e): ☐
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6.
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Citizenship
or Place of Organization:
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The
People’s Republic of China
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
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7.
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Sole Voting Power:
27,093,921
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8.
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Shared Voting Power:
None
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9.
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Sole Dispositive Power:
27,093,921
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10.
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Shared Dispositive Power:
None
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person:
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27,093,921
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ☐
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13.
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Percent
of Class Represented by Amount in Row (11):
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59.09%
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14.
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Type of Reporting Person (See Instructions):
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IN
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1
ITEM 1. SECURITY
AND ISSUER
This Statement on Schedule 13D (this “Statement”)
relates to the common shares, par value $0.001 per share, of TDH Holdings, Inc., a company organized under the laws of the British
Virgin Islands (the “Company”), whose principal office is located at Room 1809, Financial Square, 197 Shuangzhu Road,
Huangdao District, Qingdao, Shandong Province, People’s Republic of China.
ITEM 2. IDENTITY
AND BACKGROUND
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(a)
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Name of Persons filing this Statement:
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Dandan Liu
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(b)
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Residence or Business Address:
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Ms. Liu’s business address is:
Room 1809, Financial Square, 197 Shuangzhu Road, Huangdao District,
Qingdao, Shandong Province, People’s
Republic of China
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(c)
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Present Principal Occupation and Employment:
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Ms. Liu’s principal occupation is Director
and CEO of TDH Holdings, Inc.
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(d)
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and (e) Criminal Convictions
and Civil Proceedings:
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Ms. Liu has not been: (i) convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and, as a result of such proceeding, is or was 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.
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(f)
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State of Incorporation/Organization/Citizenship:
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The People’s Republic of China
ITEM 3. SOURCE
AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On
September 27, 2019, Ms. Liu purchased 25,033,333 common shares of the Company for the purchase price of $7,510,000.
2
ITEM 4. PURPOSE
OF TRANSACTION
Ms. Liu acquired
the common shares from the Company for investment purposes. Ms. Liu expects to evaluate, on an ongoing basis, the Company’s
financial condition and prospects and its interests in, and intentions with respect to, the Company and the investment in the securities
of the Company, which review may be based on various factors, including but not limited to the Company’s business and financial
condition, results of operation and prospects, general economic and industry conditions, the securities markets in general. Accordingly,
Ms. Liu reserves the right to change her intentions, as she deems appropriate, at any time. In particular, Ms. Liu may, from time
to time, in the open market, through privately negotiated transactions or otherwise, increase her holdings in the Company or dispose
of all or a portion of the securities of the Company that she now owns or may hereafter acquire.
Other than as expressly
set forth in this Item 4 or below, Ms. Liu has no plans or proposals as of the date of this filing which relate to, or would result
in, any of the actions enumerated in Item 4 of the instructions to this Statement. Ms. Liu may, however, adopt in the future such
plans or proposals subject to compliance with applicable regulatory requirements.
ITEM 5. INTEREST
IN SECURITIES OF THE ISSUER
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(a)
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Ms. Liu beneficially owns 27,093,921 common shares, representing 59.09% of the outstanding common shares of the Company (based
upon 45,849,995 common shares outstanding as of October 4, 2019).
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(b)
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Ms. Liu has the sole power to vote or direct the vote and the sole power to dispose or direct the disposition of the 27,093,921
common shares.
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(c)
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The following table sets forth the transactions of commons shares that were effected during the past sixty days by Ms. Liu.
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Trade Date
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Number of Shares Purchased
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Price Per Share
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September 27, 2019
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25,033,333
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$0.30
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ITEM 6. CONTRACTS,
ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
There are no contracts, arrangements, understandings
or relationships (legal or otherwise) between Ms. Liu and any person with respect to any securities of the Company, including,
but not limited to, the 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, the occurrence of which
would give another person voting or investment power over the securities.
ITEM 7. MATERIAL
TO BE FILED AS EXHIBITS
None.
3
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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Dated: October
4, 2019
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/s/
Dandan Liu
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Name: Dandan Liu
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4
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