Amended Statement of Beneficial Ownership (sc 13d/a)
May 11 2020 - 9:15AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of
1934*
(Amendment No. 2)*
SG Blocks, Inc.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
78418A505
(CUSIP Number)
Larry G. Swets, Jr.
105 S. Maple Street
Itasca, Illinois 60143
Copy to:
Elliott Smith
Winston & Strawn, LLP
200 Park Avenue
New York, New York 10166
(212) 294-6787
(Name, Address and Telephone
Number of Person
Authorized to Receive Notices and Communications)
May 5, 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 §240.13d-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).
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1
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NAMES OF REPORTING PERSONS
Larry G. Swets, Jr.
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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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SOURCE OF FUNDS (SEE INSTRUCTIONS) PF
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
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6
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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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7
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SOLE VOTING POWER
68,082 shares
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8
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SHARED VOTING POWER
-0-
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9
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SOLE DISPOSITIVE POWER
68,082 shares
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10
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SHARED DISPOSITIVE POWER
-0-
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
68,082 shares
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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)
4.23% (1)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN
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(1) Based on an aggregate of 1,610,524 shares of Common Stock
outstanding as of April 14, 2020 as reported by the Issuer in Amendment No. 1 to its annual report on Form 10-K for the year ended
December 31, 2019, filed with the U.S. Securities and Exchange Commission on April 15, 2020.
This Amendment No. 2 (this “Amendment”) amends
and supplements the Schedule 13D originally filed by the Reporting Person with the Securities and Exchange Commission (the
“SEC”) on March 16, 2020, as amended and restated by Amendment No. 1 to Schedule 13D filed by the Reporting Person
with the SEC on April 2, 2020 (the “Original Schedule 13D”), relating to the Reporting Person’s beneficial ownership
of the Common Stock of the Issuer. Unless otherwise defined herein, capitalized terms used
herein shall have the meanings ascribed thereto in the Original Schedule 13D. The purpose of this Amendment is to amend and
supplement the information contained in Item 5 of the Original Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) and (b) The information contained on the cover pages to
this Amendment and set forth in Item 4 of the Original Schedule 13D is incorporated herein by reference.
(c) None.
(d) None.
(e) As of May 5, 2020, the Reporting Person is no longer the
beneficial owner of more than five percent of the shares of the Issuer’s Common Stock.
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: May 11, 2020
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/s/ Larry G. Swets, Jr.
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Larry G. Swets, Jr.
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