Amended Statement of Ownership (sc 13g/a)
January 25 2021 - 01:16PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
Research Frontiers Incorporated
(Name of Issuer)
Common Stock, $0.0001 par value
(Title of Class of Securities)
760911107
(CUSIP Number of Class of Securities)
Ryan J. York
Accretive Legal, PLLC
23515 NE Novelty Hill Rd., STE B221-334
Redmond, WA 98053
(425) 786-9256
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 31, 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)
☒ 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 disclosures
provided in a prior cover page.
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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).
SCHEDULE 13G
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1 |
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Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities
only)
Kevin Douglas
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2 |
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Check the Appropriate Box if a Member of a Group (See
Instructions)
(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
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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
-0-
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6 |
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Shared Voting Power
1,459,967(1)
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7 |
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Sole Dispositive Power
-0-
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8 |
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Shared Dispositive Power
1,824,966 (1)(2)
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9 |
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Aggregate Amount Beneficially Owned by Each Reporting
Person
1,824,966 (1)(2)
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10 |
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Check if the Aggregate Amount in Row (9) Excludes
Certain Shares ☐
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11 |
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Percent of Class Represented by Amount in Row (9)
5.7% (1)(2)(3)
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12 |
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Type of Reporting Person
IN
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| (1) |
Kevin Douglas and his wife, Michelle Douglas, hold
465,969 shares and warrants to purchase up to 81,522 shares
exercisable within 60 days, jointly as the beneficiaries and
co-trustees of the K&M Douglas Trust. In addition, Kevin
Douglas and Michelle Douglas are co-trustees of the James Douglas
and Jean Douglas Irrevocable Descendants’ Trust which holds 776,607
shares and warrants to purchase up to 135,869 shares exercisable
within 60 days.
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| (2) |
Kevin Douglas also has dispositive power with respect
to 310,651 shares and warrants to purchase up to 54,348 shares
exercisable within 60 days, held by the Douglas Family Trust.
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| (3) |
Based on 31,575,786 shares of the Issuer’s common
stock outstanding as of November 5, 2020, as reported on the
Issuer’s 10-Q for the quarter ended September 30, 2020, filed with
the Securities and Exchange Commission (the “SEC”) on November 5,
2020.
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Page 2 of 9
SCHEDULE 13G
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1 |
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Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities
only)
Michelle Douglas
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2 |
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Check the Appropriate Box if a Member of a Group (See
Instructions)
(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
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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
-0-
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6 |
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Shared Voting Power
1,459,967 (1)
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7 |
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Sole Dispositive Power
-0-
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8 |
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Shared Dispositive Power
1,459,967 (1)
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9 |
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Aggregate Amount Beneficially Owned by Each Reporting
Person
1,459,967 (1)
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10 |
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Check if the Aggregate Amount in Row (9) Excludes
Certain Shares ☐
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11 |
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Percent of Class Represented by Amount in Row (9)
4.6 % (1)(2)
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12 |
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Type of Reporting Person
IN
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| (1) |
Kevin Douglas and his wife, Michelle Douglas, hold
465,969 shares and warrants to purchase up to 81,522 shares
exercisable within 60 days, jointly as the beneficiaries and
co-trustees of the K&M Douglas Trust. In addition, Kevin
Douglas and Michelle Douglas are co-trustees of the James Douglas
and Jean Douglas Irrevocable Descendants’ Trust which holds 776,607
shares and warrants to purchase up to 135,869 shares exercisable
within 60 days.
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| (2) |
Based on 31,575,786 shares of the Issuer’s common
stock outstanding as of November 5, 2020, as reported on the
Issuer’s 10-Q for the quarter ended September 30, 2020, filed with
the SEC on November 5, 2020.
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Page 3 of 9
SCHEDULE 13G
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1 |
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Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities
only)
K&M Douglas Trust (1)
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2 |
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Check the Appropriate Box if a Member of a Group (See
Instructions)
(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
California
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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
-0-
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6 |
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Shared Voting Power
547,491 (2)
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7 |
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Sole Dispositive Power
-0-
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8 |
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Shared Dispositive Power
547,491 (2)
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9 |
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Aggregate Amount Beneficially Owned by Each Reporting
Person
547,491 (2)
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10 |
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Check if the Aggregate Amount in Row (9) Excludes
Certain Shares ☐
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11 |
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Percent of Class Represented by Amount in Row (9)
1.7% (2)(3)
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12 |
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Type of Reporting Person
OO
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| (1) |
Kevin and Michelle Douglas, husband and wife, are
beneficiaries and co-trustees.
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| (2) |
Includes 465,969 shares and warrants to purchase up to
81,522 shares exercisable within 60 days.
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| (3) |
Based on 31,575,786 shares of the Issuer’s common
stock outstanding as of November 5, 2020, as reported on the
Issuer’s 10-Q for the quarter ended September 30, 2020, filed with
the SEC on November 5, 2020.
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Page 4 of 9
SCHEDULE 13G
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1 |
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Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities
only)
Douglas Family Trust (1)
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2 |
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Check the Appropriate Box if a Member of a Group (See
Instructions)
(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
California
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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
364,999 (2)
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6 |
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Shared Voting Power
-0-
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7 |
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Sole Dispositive Power
-0-
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8 |
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Shared Dispositive Power
364,999 (2) (3)
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9 |
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Aggregate Amount Beneficially Owned by Each Reporting
Person
364,999 (2)
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10 |
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Check if the Aggregate Amount in Row (9) Excludes
Certain Shares ☐
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11 |
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Percent of Class Represented by Amount in Row (9)
1.2% (4)
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12 |
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Type of Reporting Person
OO
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| (1) |
James E. Douglas Jr. and Jean A Douglas, husband and
wife, are co-trustees.
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| (2) |
Includes 310,651 shares and warrants to purchase up to
54,348 shares exercisable within 60 days.
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| (3) |
Kevin Douglas also has dispositive power with respect
to the securities held by the Douglas Family Trust.
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| (4) |
Based on 31,575,786 shares of the Issuer’s common
stock outstanding as of November 5, 2020, as reported on the
Issuer’s 10-Q for the quarter ended September 30, 2020, filed with
the SEC on November 5, 2020.
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Page 5 of 9
SCHEDULE 13G
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1 |
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Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities
only)
James Douglas and Jean Douglas Irrevocable Descendants’
Trust (1)
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2 |
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Check the Appropriate Box if a Member of a Group (See
Instructions)
(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
California
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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
912,476 (2)
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6 |
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Shared Voting Power
-0-
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7 |
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Sole Dispositive Power
912,476 (2)
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8 |
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Shared Dispositive Power
-0-
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9 |
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Aggregate Amount Beneficially Owned by Each Reporting
Person
912,476 (2)
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10 |
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Check if the Aggregate Amount in Row (9) Excludes
Certain Shares ☐
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11 |
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Percent of Class Represented by Amount in Row (9)
2.9% (3)
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12 |
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Type of Reporting Person
OO
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| (1) |
Kevin Douglas and Michelle Douglas, husband and wife,
are co-trustees.
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| (2) |
Includes 776,607 shares, currently exercisable
warrants to purchase up to 135,869 shares exercisable within 60
days.
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| (3) |
Based on 31,575,786 shares of the Issuer’s common
stock outstanding as of November 5, 2020, as reported on the
Issuer’s 10-Q for the quarter ended September 30, 2020, filed with
the SEC on November 5, 2020.
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Page 6 of 9
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(a) |
Name of Issuer: Research Frontiers Incorporated
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(b) |
Address of Issuer’s Principal Executive Offices:
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240 Crossways Park Drive
Woodbury, New York
11797
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(1)(a) |
NAME OF PERSONS FILING:
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Kevin Douglas
Michelle Douglas
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(b) |
ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE,
RESIDENCE:
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125 E. Sir Francis Drake Blvd., Ste 400
Larkspur, CA 94939
United States
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(d) |
TITLE OF CLASS OF SECURITIES:
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Common Stock, $0.0001 par value
760911107
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(2)(a) |
NAME OF PERSONS FILING:
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K&M Douglas Trust
Douglas Family Trust
James Douglas and Jean Douglas Irrevocable Descendants’ Trust
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(b) |
ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE,
RESIDENCE:
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125 E. Sir Francis Drake Blvd., Ste 400
Larkspur, CA 94939
California
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(d) |
TITLE OF CLASS OF SECURITIES:
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Common Stock, $0.0001 par value
760911107
Page 7 of 9
| Item 3. |
If this statement is filed pursuant to Rule
13d-1(b) or 13d-2(b) or (c), check whether the
person filing is a:
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(a) |
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☐ Broker or dealer registered under section 15 of the Act (15
U.S.C. 78o).
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(b) |
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☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
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(c) |
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☐ Insurance company as defined in section 3(a)(19) of the Act (15
U.S.C. 78c).
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(d) |
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☐ Investment company registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8)
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(e) |
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☐ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f) |
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☐ An employee benefit plan or endowment fund in accordance with
§240.13d- 1(b)(1)(ii)(F);
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(g) |
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☐ A parent holding company or control person in accordance with
§240.13d- 1(b)(1)(ii)(G);
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(h) |
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☐ A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i) |
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☐ A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment Company
Act of 1940 (15 U.S.C. 80a-3);
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(j) |
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☐ Group, in accordance with §240.13d-1(b)(1)(ii)(J)
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Not Applicable.
Page 8 of 9
Reference is made as to each of the Reporting Persons hereunder to
Rows 5-9 and 11 of each of
the cover pages of this Schedule 13G and associated footnotes,
which are incorporated by reference herein.
Each of the Reporting Persons hereunder may be deemed a member of a
“group” within the meaning of Section 13(d)(3) of the Exchange
Act, or Rule 13d-5
promulgated under the Exchange Act with one or more of the other
Reporting Persons hereunder. Although the Reporting Persons are
reporting such securities as if they were members of a “group,” the
filing of this Schedule 13G shall not be construed as an admission
by any Reporting Person that such Reporting Person is a beneficial
owner of any securities other than those directly held by such
Reporting Person.
| Item 5. |
Ownership of Five Percent or Less of a
Class
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If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following: ☐
| Item 6. |
Ownership of More Than Five Percent on Behalf of
Another Person
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Not applicable.
| Item 7. |
Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the Parent Holding
Company
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Not applicable.
| Item 8. |
Identification and Classification of Members of the
Group
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See Item 4 of this Schedule 13G and the Joint Filing Agreement
attached hereto as Exhibit A.
| Item 9. |
Notice of Dissolution of Group
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Not applicable.
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.
Page 9 of 9
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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| Date: January 25, 2021 |
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* Kevin Douglas
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KEVIN
DOUGLAS |
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| Date: January 25, 2021 |
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* Michelle Douglas
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MICHELLE
DOUGLAS |
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K&M DOUGLAS
TRUST |
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| Date: January 25, 2021 |
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* Kevin Douglas
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By: |
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Kevin Douglas |
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Title: |
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Trustee |
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| Date: January 25, 2021 |
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* Michelle Douglas
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By: |
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Michelle Douglas |
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Title: |
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Trustee |
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DOUGLAS
FAMILY TRUST |
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| Dated: January 25, 2021 |
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* James E. Douglas, Jr.
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By: |
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James E. Douglas, Jr. |
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Title: |
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Trustee |
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| Date: January 25, 2021 |
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* Jean A. Douglas
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By: |
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Jean A. Douglas |
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Title: |
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Trustee |
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JAMES DOUGLAS AND
JEAN DOUGLAS
IRREVOCABLE DESCENDANTS’
TRUST
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| Date: January 25, 2021 |
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* Kevin Douglas
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By: |
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Kevin Douglas |
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Title: |
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Trustee |
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| Date: January 25, 2021 |
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* Michelle Douglas
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By: |
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Michelle Douglas |
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Title: |
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Trustee |
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| *By: |
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/s/ Eileen Wheatman
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Eileen Wheatman |
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Attorney-in-fact |
