UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

(Rule 13d-101)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

 

(Amendment No. 1)1

 

LM Funding America, Inc.

(Name of Issuer)

 

Common Stock, par value $0.001 per share

(Title of Class of Securities)

 

502074404

(CUSIP Number)

 

DAVID ELLIOT LAZAR

C/O CUSTODIAN VENTURES LLC

1185 Avenue of the Americas, Third Floor

New York, New York 10036

(646) 768-8417

 

SPENCER FELDMAN, ESQ.

KENNETH A. SCHLESINGER, ESQ.

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

October 15, 2021

(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 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).

 

 

 

1The 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.

 

 

 

 

 

 

1

NAME OF REPORTING PERSONS

 

CUSTODIAN VENTURES LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐

(b) ☐

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

 

WC

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

WYOMING

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 7

SOLE VOTING POWER

 

- 0 -

8

SHARED VOTING POWER

 

- 0 -

9

SOLE DISPOSITIVE POWER

 

- 0 -

10

SHARED DISPOSITIVE POWER

 

- 0 -

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

- 0 -

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0%

14

TYPE OF REPORTING PERSON

 

OO

 

2

 

 

1

NAME OF REPORTING PERSONS

 

DAVID ELLIOT LAZAR

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐

(b) ☐

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

 

OO, PF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

USA, ISRAEL

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 7

SOLE VOTING POWER

 

- 0 -

8

SHARED VOTING POWER

 

- 0 -

9

SOLE DISPOSITIVE POWER

 

- 0 -

10

SHARED DISPOSITIVE POWER

 

- 0 -

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

- 0 -

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0%

14

TYPE OF REPORTING PERSON

 

IN

 

3

 

  

The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (the “Amendment No. 1”). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.

 

Item 5. Interest in Securities of the Issuer.

 

The aggregate percentage of Shares reported owned by each person named herein is based upon 5,414,296 Shares outstanding, which is the total number of Shares outstanding as of August 31, 2021, as reported in the Issuer’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on September 9, 2021.

 

A. Custodian Ventures

 

  (a) As of the close of business on October 15, 2021, Custodian Ventures did not beneficially own any Shares.

 

Percentage: 0%

 

  (b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 0

 

  (c) The transactions in the Shares by Custodian Ventures during the past sixty days are set forth in Schedule A and are incorporated herein by reference.

 

B. Mr. Lazar

 

  (a) As of the close of business on October 15, 2021, Mr. Lazar did not beneficially own any Shares.

 

Percentage: 0%

 

  (b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 0

 

  (c) The transactions in the Shares on behalf of Custodian during the past sixty days are set forth in Schedule A and are incorporated herein by reference.

 

The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.

 

  (d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.

 

  (e) As of October 15, 2021, the Reporting Persons ceased to beneficially own more than 5% of the outstanding Shares of the Issuer.

 

4

 

 

SIGNATURES

 

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: October 18, 2021

 

  CUSTODIAN VENTURES LLC
   
  By: /s/ David Elliot Lazar
    Name: David Elliot Lazar
    Title: Chief Executive Officer

 

  /s/ David Elliot Lazar
  David Elliot Lazar

 

5

 

 

SCHEDULE A

 

Transaction in the Shares During the Past Sixty Days

 

Nature of Transaction   Common Stock
Sold		   Price Per
Share($)		     Date of
Sale
               
CUSTODIAN VENTURES LLC
               
Sale of Common Stock   283,103   5.16141     10/15/2021

 

 

 

1 The price reported is a weighted average price. These Shares were sold in multiple transactions at prices ranging from $4.8302 to $5.3700 per Share. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Shares sold at each separate price within the range set forth in this footnote 1.