Amended Statement of Beneficial Ownership (sc 13d/a)
May 25 2017 - 5:27PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
|
INNOVATIVE FOOD HOLDINGS, INC.
|
|
(Name of Issuer)
COMMON STOCK
|
|
|
|
(Title of Class of Securities)
|
DENVER J. SMITH
52 CARLSON DRIVE
MILFORD, CT 06460
(405) 830 - 3274
|
|
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
|
|
05/15/17
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|
(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 ☐
*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).
SCHEDULE 13D
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CUSIP No.
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45772H202
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Page 2 of 12 Pages
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1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
|
|
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Denver J. Smith
|
|
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
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☒
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|
|
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(b)
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☐
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3
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SEC USE ONLY
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|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
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|
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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 2(e)
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☐
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|
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
United States Of America
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|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
|
|
729,067 shares
|
|
8
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SHARED VOTING POWER
|
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|
727,339 shares
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|
9
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SOLE DISPOSITIVE POWER
|
|
|
729,067 shares
|
|
10
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SHARED DISPOSITIVE POWER
|
|
|
727,339 shares
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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|
1,456,406 shares
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE(SEE INSTRUCTIONS)
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☐
|
|
|
|
(SEE INSTRUCTIONS)
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|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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|
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4.9%
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|
14
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TYPE OF REPORTING PERSON
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|
|
IN
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CUSIP No.
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45772H202
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Page 3 of 12 Pages
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1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
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Donald E. Smith
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a)
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☒
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(b)
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☐
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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)
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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 2(e)
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☐
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|
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
United States Of America
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|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
|
|
26,000
|
|
8
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SHARED VOTING POWER
|
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705,619 shares
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9
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SOLE DISPOSITIVE POWER
|
|
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26,000
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10
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SHARED DISPOSITIVE POWER
|
|
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705,619 shares
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
731,619 shares
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12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE(SEE INSTRUCTIONS)
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☐
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|
|
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(SEE INSTRUCTIONS)
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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|
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2.4%
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|
14
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TYPE OF REPORTING PERSON
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|
IN
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CUSIP No.
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45772H202
|
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Page 4 of 12 Pages
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1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
|
|
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Richard G. Hill
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a)
|
☒
|
|
|
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(b)
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☐
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|
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3
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SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
PF
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
☐
|
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
United States Of America
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
|
|
39,300 shares
|
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8
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SHARED VOTING POWER
|
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21,720 shares
|
|
9
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SOLE DISPOSITIVE POWER
|
|
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39,300 shares
|
|
10
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SHARED DISPOSITIVE POWER
|
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21,720 shares
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
61,020 shares
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12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE(SEE INSTRUCTIONS)
|
☐
|
|
|
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(SEE INSTRUCTIONS)
|
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
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0.2%
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|
14
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TYPE OF REPORTING PERSON
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IN
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CUSIP No.
|
45772H202
|
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Page 5 of 12 Pages
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1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
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Christopher J. Lollar
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a)
|
☒
|
|
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(b)
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☐
|
|
|
3
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SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
PF
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
☐
|
|
|
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
United States Of America
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
|
|
157,842 shares
|
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8
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SHARED VOTING POWER
|
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21,720 shares
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|
9
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SOLE DISPOSITIVE POWER
|
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157,842 shares
|
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10
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SHARED DISPOSITIVE POWER
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21,720 shares
|
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11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
179,562 shares
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12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE(SEE INSTRUCTIONS)
|
☐
|
|
|
|
(SEE INSTRUCTIONS)
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
0.6%
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|
14
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TYPE OF REPORTING PERSON
|
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IN
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CUSIP No.
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45772H202
|
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Page 6 of 12 Pages
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1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
|
|
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Samuel N. Jurrens
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a)
|
☒
|
|
|
|
|
(b)
|
☐
|
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
PF
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
☐
|
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
United States Of America
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
|
|
43,800 shares
|
|
8
|
SHARED VOTING POWER
|
|
|
0 shares
|
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
43,800 shares
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
0 shares
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
43,800 shares
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE(SEE INSTRUCTIONS)
|
☐
|
|
|
|
(SEE INSTRUCTIONS)
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
0.2%
|
|
14
|
TYPE OF REPORTING PERSON
|
|
|
IA, IN
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|
CUSIP No.
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45772H202
|
|
Page 7 of 12 Pages
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1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
|
|
|
73114 Investments, LLC
26-3607132
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a)
|
☒
|
|
|
|
|
(b)
|
☐
|
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
WC
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
☐
|
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
Oklahoma
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
|
|
645,619
|
|
8
|
SHARED VOTING POWER
|
|
|
0
|
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
645,619
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
0
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
645,619 shares
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE(SEE INSTRUCTIONS)
|
☐
|
|
|
|
(SEE INSTRUCTIONS)
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
2.2%
|
|
14
|
TYPE OF REPORTING PERSON
|
|
|
CO
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|
CUSIP No.
|
45772H202
|
|
Page 8 of 12 Pages
|
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1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
|
|
|
Youth Properties, LLC
27-2901108
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a)
|
☒
|
|
|
|
|
(b)
|
☐
|
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
WC
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
☐
|
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
Oklahoma
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
|
|
60,000 shares
|
|
8
|
SHARED VOTING POWER
|
|
|
0 shares
|
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
60,000 shares
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
0 shares
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
60,000 shares
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE(SEE INSTRUCTIONS)
|
☐
|
|
|
|
(SEE INSTRUCTIONS)
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
0.2%
|
|
14
|
TYPE OF REPORTING PERSON
|
|
|
CO
|
|
CUSIP No.
|
45772H202
|
|
Page 9 of 12 Pages
|
|
1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
|
|
|
Paratus Capital, LLC
46-0672795
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a)
|
☒
|
|
|
|
|
(b)
|
☐
|
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
WC
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
☐
|
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
Oklahoma
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
|
|
21,720 shares
|
|
8
|
SHARED VOTING POWER
|
|
|
0
|
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
21,720 shares
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
0 shares
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
21,720 shares
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE(SEE INSTRUCTIONS)
|
☐
|
|
|
|
(SEE INSTRUCTIONS)
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
0.1%
|
|
14
|
TYPE OF REPORTING PERSON
|
|
|
PN
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Page 10 of 12
EXPLANATORY NOTE
This Amendment No. 1 to Schedule 13D (“Amendment No. 1”) amends and supplements the prior statement on Schedule 13D (the “Schedule 13D”) as filed on May 4, 2017, by (i) Denver J. Smith, (ii) Donald E. Smith, (iii) Richard G. Hill, (iv) Christopher J. Lollar, (v) Samuel N. Jurrens, (vi) 73114 Investments, LLC, (vii) Youth Properties, LLC, and (viii) Paratus Capital, LLC who are collectively referred to herein as the “Reporting Persons”, related to shares of common stock of Innovative Food Holdings, Inc., a Florida Corporation (the “Issuer”), whose principal executive offices are located at 26411 Race Track Rd, Bonita Springs, FL 34135. Each item below amends and supplements the information disclosed under the corresponding item of the Schedule 13D. Except as indicated herein, the information set forth in the Schedule 13D remains unchanged in all material respects. Unless otherwise indicated, all capitalized terms used herein but not defined shall have the same meanings as set forth in the Schedule 13D.
Since the date of filing the Schedule 13D, the Issuer disclosed in its most recently filed 10-Q, that during the quarter and subsequent to the end of the quarter, certain transactions occurred that increased the actual number of shares outstanding of the issuer. The effect of the increase in shares outstanding caused our beneficial ownership percentage to move by more than 1%, which is the sole reason for the Amendment No. 1 being filed. The Reporting Persons have not made any additional transactions in shares of the Issuer since the Schedule 13D was filed.
|
Item 1
.
|
Security and Issuer
.
|
There are no amendments to Item 1 of the Schedule 13D pursuant to this Amendment No. 1.
|
Item 2
.
|
Identity and Background
.
|
There are no amendments to Item 2 of the Schedule 13D pursuant to this Amendment No. 1.
|
Item 3
.
|
Source and Amount of Funds or Other Consideration
.
|
There are no amendments to Item 3 of the Schedule 13D pursuant to this Amendment No. 1.
|
Item 4
.
|
Purpose of Transaction
.
|
There are no amendments to Item 4 of the Schedule 13D pursuant to this Amendment No. 1.
|
Item 5
.
|
Interest in Securities of the Issuer
.
|
Item 5 of the Schedule 13D is hereby amended to read in its entirety as follows:
|
|
(a)
|
Please reference pages 2 through 9 of this filing for this information as it pertains to individuals that are part of the filing group. The Reporting Persons, acting collectively as a group, have beneficial ownership of 1,723,348 shares, or 5.75% of the common shares outstanding of the Issuer based on 29,987,711 shares outstanding as given on the first page of the most recently filed 10-Q.
|
|
|
(b)
|
Please reference pages 2 through 9 of this filing for this information.
|
|
|
(c)
|
Please see Exhibit B from original Schedule 13D filing. No transactions have occurred since then.
|
Page 11 of 12
|
Item 6
.
|
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
.
|
There are no amendments to Item 6 of the Schedule 13D pursuant to this Amendment No. 1.
|
Item 7
.
|
Material to be Filed as Exhibits
.
|
There are no amendments to Item 7 of the Schedule 13D pursuant to this Amendment No. 1.
Signatures
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: May 25, 2017
|
/s/
Richard G. Hill
|
|
|
Richard G. Hill
|
|
|
|
|
|
|
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Dated: May 25, 2017
|
/s/ Samuel N. Jurrens
|
|
|
Samuel N. Jurrens
|
|
|
|
|
|
|
|
Dated: May 25, 2017
|
/s/ Christopher J. Lollar
|
|
|
Christopher J. Lollar
|
|
|
|
|
|
|
|
Dated: May 25, 2017
|
/s/ Donald E. Smith
|
|
|
Donald E. Smith
|
|
|
|
|
|
|
|
Dated: May 25, 2017
|
/s/ Denver J. Smith
|
|
|
Denver J. Smith
|
|
|
|
|
|
|
|
Dated: May 25, 2017
|
Paratus Capital, LLC
|
|
|
|
|
|
|
By:
|
/s/ Denver J. Smith
|
|
|
Name: Denver J. Smith
|
|
|
Title: Chief Strategy Officer
|
|
|
|
|
|
|
|
Dated: May 25, 2017
|
73114 Investments, LLC
|
|
|
|
|
|
By:
|
/s/ Denver J. Smith
|
|
|
Name: Denver J. Smith
|
|
|
Title: Chief Investment Officer
|
|
|
|
|
|
|
|
Dated: May 25, 2017
|
Youth Properties, LLC
|
|
|
|
|
|
By:
|
/s/ Donald E. Smith
|
|
|
Name: Donald E. Smith
|
|
|
Title: Chief Executive Officer
|
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