Statement of Ownership (sc 13g)
May 08 2020 - 4:10PM
Edgar (US Regulatory)
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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13G*/
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(Rule 13d-102)
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Transportation and Logistics Systems, Inc.
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(Name of Issuer)
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Common stock, par value $0.001 per share
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(Title of Class of Securities)
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71676F308
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(CUSIP Number)
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April 30, 2020
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Date of Event Which Requires Filing of the Statement
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Check the appropriate box to designate
the rule pursuant to which this Schedule is filed:
______________________
*/ 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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CUSIP No. 71676F308
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13G
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Page 2
of 10 Pages
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1.
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NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citadel Securities LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(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
Delaware
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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
29,174 shares
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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
See Row 6 above
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above
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10.
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CHECK BOX 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)
0.2%1
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12.
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TYPE OF REPORTING PERSON
BD; OO
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__________________
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1
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The percentages reported in this Schedule 13G are based
upon 16,723,009 shares of common stock outstanding as of April 1, 2020 (according to OTC Markets). Except as described in the
preceding sentence, all share numbers for the holdings of the reporting persons reported in this Schedule 13G are as of the opening
of the market on May 8, 2020. This Schedule 13G is being filed to reflect that the reporting persons’ beneficial ownership
of the common stock exceeded 10% of the shares outstanding as of April 30, 2020.
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CUSIP No. 71676F308
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13G
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Page 3 of 10 Pages
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1.
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NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CALC IV LP
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(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
Delaware
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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
29,174 shares
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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
See Row 6 above.
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above.
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10.
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CHECK BOX 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)
0.2%
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12.
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TYPE OF REPORTING PERSON
PN; HC
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CUSIP No. 71676F308
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13G
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Page 4 of 10 Pages
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1.
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NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citadel Securities GP LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(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
Delaware
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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
29,174 shares
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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
See Row 6 above.
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above.
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10.
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CHECK BOX 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)
0.2%
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12.
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TYPE OF REPORTING PERSON
OO; HC
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CUSIP No. 71676F308
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13G
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Page
5 of 10 Pages
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1.
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NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kenneth Griffin
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(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
U.S. Citizen
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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
29,174 shares
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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
See Row 6 above.
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above.
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10.
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CHECK BOX 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)
0.2%
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12.
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TYPE OF REPORTING PERSON
IN; HC
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CUSIP No. 71676F308
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13G
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Page 6 of 10 Pages
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Transportation and Logistics Systems, Inc.
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Item 1(b)
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Address of Issuer’s Principal Executive Offices
5500 Military Trail, Suite 22-357, Jupiter, Florida 33458
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Item 2(a)
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Name of Person Filing
This Schedule 13G is being jointly filed by Citadel Securities LLC (“Citadel Securities”), CALC IV LP (“CALC4”),
Citadel Securities GP LLC (“CSGP”) and Mr. Kenneth Griffin (collectively with Citadel Securities, CALC4 and CSGP, the
“Reporting Persons”) with respect to shares of common stock of the above-named issuer owned by Citadel Securities.
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CALC4 is the non-member manager of
Citadel Securities. CSGP is the general partner of CALC4. Mr. Griffin owns a controlling interest in CSGP.
The filing of this statement shall
not be construed as an admission that any of the Reporting Persons is the beneficial owner of any securities covered by the statement
other than the securities actually owned by such person (if any).
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Item 2(b)
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Address of Principal Business Office
The address of the principal business office of each of the Reporting Persons is 131 S. Dearborn Street, 32nd Floor, Chicago,
Illinois 60603.
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Item 2(c)
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Citizenship
Each of Citadel Securities and CSGP is organized as a limited liability company under the laws of the State of Delaware. CALC4
is organized as a limited partnership under the laws of the State of Delaware. Mr. Griffin is a U.S. citizen.
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Item 2(d)
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Title of Class of Securities
Common stock, par value $0.001 per share
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Item 2(e)
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CUSIP Number
71676F308
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CUSIP No. 71676F308
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13G
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Page 7 of 10 Pages
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Item 3
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If this statement is filed pursuant to Rules 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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[X] Broker or dealer registered under Section 15 of the Exchange Act;
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(b)
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[__] Bank as defined in Section 3(a)(6) of the Exchange Act;
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(c)
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[__] Insurance company as defined in Section 3(a)(19) of the Exchange Act;
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(d)
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[__] Investment company registered under Section 8 of the Investment Company Act;
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(e)
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[__] An investment adviser in accordance with Rule 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 Rule 13d-1(b)(1)(ii)(F);
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(g)
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[X] A parent holding company or control person in accordance with Rule 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;
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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;
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(j)
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[__] A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
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(k)
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[__] Group, in accordance with Rule 13d-1(b)(1)(ii)(K).
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If filing as
a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ____________.
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CUSIP No. 71676F308
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13G
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Page 8 of 10 Pages
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A.
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Citadel Securities LLC, CALC IV LP and Citadel Securities
GP LLC
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(a)
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Each of Citadel Securities LLC, CALC IV LP and Citadel Securities GP LLC may be deemed to beneficially
own 29,174 shares of common stock.
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(b)
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The number of shares that each of Citadel Securities LLC, CALC IV LP and Citadel Securities GP LLC
may be deemed to beneficially own constitutes approximately 0.2% of the common stock outstanding.
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(c)
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Number of shares as to which such person has:
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(i)
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sole power to vote or to direct the vote: 0
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(ii)
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shared power to vote or to direct the vote: 29,174
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(iii)
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sole power to dispose or to direct the disposition of: 0
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(iv)
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shared power to dispose or to direct the disposition of: 29,174
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(a)
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Mr. Griffin may be deemed to beneficially own 29,174 shares of common stock.
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(b)
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The number of shares that Mr. Griffin may be deemed to beneficially own constitutes approximately
0.2% of the common stock outstanding.
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(c)
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Number of shares as to which such person has:
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(i)
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sole power to vote or to direct the vote: 0
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(ii)
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shared power to vote or to direct the vote: 29,174
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(iii)
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sole power to dispose or to direct the disposition of: 0
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(iv)
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shared power to dispose or to direct the disposition of: 29,174
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CUSIP No. 71676F308
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13G
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Page 9 of 10 Pages
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Item 5
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Ownership of Five Percent or Less of a Class
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 5 percent of the class of securities, check the following [X]
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Item 6
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Ownership of More than Five Percent on Behalf of Another Person
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Not Applicable
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Item 7
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Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding
Company
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See Item 2 above
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Item 8
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Identification and Classification of Members of the Group
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Not Applicable
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Item 9
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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.
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CUSIP No. 71676F308
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13G
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Page 10 of 10 Pages
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After reasonable inquiry
and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated this 8th day of May, 2020.
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CITADEL SECURITIES LLC
By: /s/ Guy Miller
Guy Miller, Authorized Signatory
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CALC IV LP
By: /s/ Guy Miller
Guy Miller, Authorized Signatory
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CITADEL SECURITIES GP LLC
By: /s/ Guy Miller
Guy Miller, Authorized Signatory
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KENNETH GRIFFIN
By: /s/ Guy Miller
Guy Miller, attorney-in-fact*
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__________________
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*
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Guy Miller is signing on behalf of Kenneth Griffin as attorney-in-fact pursuant to a power of attorney previously filed with
the Securities and Exchange Commission, and hereby incorporated by reference herein. The power of attorney was filed as an attachment
to a filing by Citadel Securities LLC on Schedule 13G/A for Paragon Shipping, Inc. on February 14, 2018.
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EXHIBIT 99.1
JOINT FILING AGREEMENT
The undersigned hereby agree that the Statement
on Schedule 13G filed herewith (and any amendments thereto), relating to the common stock of Transportation and Logistics Systems,
Inc., a Nevada corporation, is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(b) under
the Securities Exchange Act of 1934, as amended, on behalf of each of the undersigned.
This Agreement may be executed in counterparts
and each of such counterparts taken together shall constitute one and the same instrument.
Dated this 8th day of May, 2020.
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CITADEL SECURITIES LLC
By: /s/ Guy Miller
Guy Miller, Authorized Signatory
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CALC IV LP
By: /s/ Guy Miller
Guy Miller, Authorized Signatory
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CITADEL SECURITIES GP LLC
By: /s/ Guy Miller
Guy Miller, Authorized Signatory
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KENNETH GRIFFIN
By: /s/ Guy Miller
Guy Miller, attorney-in-fact*
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__________________
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*
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Guy Miller is signing on behalf of Kenneth Griffin as attorney-in-fact pursuant to a power of attorney previously filed with
the Securities and Exchange Commission, and hereby incorporated by reference herein. The power of attorney was filed as an attachment
to a filing by Citadel Securities LLC on Schedule 13G/A for Paragon Shipping, Inc. on February 14, 2018.
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