CUSIP
No. 50116D 107
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1.
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Names
of reporting persons.
Sidney
J. Lorio 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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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
9,205,284(1)
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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
9,205,284
(1)
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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
9,205,284
(1)
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10.
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Check
if the aggregate amount in Row (9) excludes certain shares (see instructions)
[ ]
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11.
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Percent
of class represented by amount in Item 9
9.30%(2)
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12.
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Type
of reporting person (see instructions)
Individual
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(1)
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Consisting
of (a) 7,709,395 shares of common stock held jointly by Sidney J. Lorio Jr. and his spouse, Gloria D. Lorio; and (b) 1,495,889
shares of common issuable upon exercise of warrants held jointly by Sidney J. Lorio Jr. and his spouse, Gloria D. Lorio.
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(2)
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Percentage
calculation based on (a) 97,534,983 shares of the Issuer’s common stock outstanding as of September 11, 2019, as set
forth in the Issuer’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on September
12, 2019; and (b) the exercise of warrants held jointly by Sidney J. Lorio Jr. and his spouse, Gloria D. Lorio for 1,495,889
shares of common stock of the issuer.
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Sidney
J. Lorio Jr. and his spouse, Gloria D. Lorio, own, based solely on their 7,709,395 shares, 7.9% of the 97,534,983 shares currently
outstanding.
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ITEM
1.
(A)
NAME OF ISSUER:
Surge
Holdings, Inc. (the “Issuer”)
(B)
ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICE:
3124
Brother Blvd, Suite 104, Bartlett, TN 38133
ITEM
2.
(A)
NAME OF PERSON FILING:
Sidney
J. Lorio Jr.
(B)
ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
2116
Parkwood Drive 2116 Parkwood Drive, Bedford, TX 76021
(C)
CITIZENSHIP:
United
States
(D)
TITLE OF CLASS OF SECURITIES:
Common
Stock, $0.001 par value per share
(E)
CUSIP NUMBER:
50116D
107
ITEM
3. STATEMENT FILED PURSUANT TO RULE 13D-1(B) OR 13D-2(B) OR (C)
Not
applicable.
ITEM
4. OWNERSHIP.
(A)
AMOUNT BENEFICIALLY OWNED:
9,205,284
shares consisting of (a) 7,709,395 shares of common stock held jointly by Sidney J. Lorio Jr. and his spouse, Gloria D. Lorio;
and (b) 1,495,889 shares of common issuable upon exercise of warrants held jointly by Sidney J. Lorio Jr. and his spouse, Gloria
D. Lorio.
The
1,495,889 shares of common issuable upon exercise of warrants consists of: (i) 1,303,032 warrants with an exercise price of $0.50
and expiration dates between June 2020 and November 2020; and (ii) 192,857 warrants with an exercise price of $0.75 and expiration
dates between March 2022 and September 2022.
(B)
PERCENT OF CLASS:
9.30%
based on (a) 97,534,983 shares of the Issuer’s common stock outstanding as of September 11, 2019, as set forth in the Issuer’s
Registration Statement on Form S-1 filed with the Securities and Exchange Commission on September 12, 2019; and (b) the exercise
of warrants held jointly by Sidney J. Lorio Jr. and his spouse, Gloria D. Lorio for 1,495,889 shares of common stock of the issuer.
Sidney
J. Lorio Jr. and his spouse, Gloria D. Lorio, own, based solely on their 7,709,395 shares, 7.9% of the 97,534,983 shares currently
outstanding
(C)
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: 9,205,284
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(II)
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SHARED
POWER TO VOTE OR TO DIRECT THE VOTE:
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(III)
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SOLE
POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF: 9,205,284
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(IV)
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SHARED
POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF:
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ITEM
5. 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 [ ]
ITEM
6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Not
applicable.
ITEM
7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
OR CONTROL PERSON
Not
applicable.
ITEM
8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not
applicable.
ITEM
9. NOTICE OF DISSOLUTION OF GROUP
Not
applicable.
ITEM
10. CERTIFICATION.
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, other than
activities solely in connection with a nomination under § 240.14a-11.
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:
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October
4, 2019
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By:
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/s/
Sidney J. Lorio Jr.
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Name:
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Sidney
J. Lorio Jr.
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