Amended Statement of Beneficial Ownership (sc 13d/a)
June 24 2022 - 4:16PM
Edgar (US Regulatory)
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
Points.com Inc.
(Name
of Issuer)
Common Shares, no par value
(Title of Class of Securities)
73085G109
(CUSIP Number)
Alan Kikuchi
Harspring Capital Management, LLC
1345 Avenue of the Americas FL33
New York, NY 10105
(646) 859-5900
(Name, Address and Telephone Number of Person
Authorized to Receive Notices
and Communications)
June 23, 2022
(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.
1
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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NAME OF REPORTING PERSON |
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Harspring Capital Management, LLC |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b) ☐ |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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AF |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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DELAWARE |
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| NUMBER OF |
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7 |
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SOLE VOTING POWER |
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| SHARES |
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| BENEFICIALLY |
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- 0 - |
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| OWNED BY |
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SHARED VOTING POWER |
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| REPORTING |
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589,573 |
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| PERSON WITH |
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SOLE DISPOSITIVE POWER |
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- 0 - |
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SHARED DISPOSITIVE POWER |
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589,573 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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589,573 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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3.9% |
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TYPE OF REPORTING PERSON |
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IA |
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1 |
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NAME OF REPORTING PERSON |
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Harry M. Gail |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b) ☐ |
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SEC USE ONLY |
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SOURCE OF FUNDS |
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AF |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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USA |
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| NUMBER OF |
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7 |
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SOLE VOTING POWER |
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| SHARES |
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| BENEFICIALLY |
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- 0 - |
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| OWNED BY |
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8 |
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SHARED VOTING POWER |
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| EACH |
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| REPORTING |
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589,573 |
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| PERSON WITH |
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9 |
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SOLE DISPOSITIVE POWER |
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- 0 - |
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10 |
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SHARED DISPOSITIVE POWER |
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589,573 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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589,573 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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3.9% |
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14 |
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TYPE OF REPORTING PERSON |
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IN |
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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 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended
and restated as follows:
The Shares reported herein
were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course
of business) of the Accounts in open market purchases. The aggregate purchase price of the 589,573 Shares reported herein is approximately
$7,329,956, including brokerage commissions.
| Item 5. | Interest in Securities of the Issuer. |
Items 5(a) – (c) and
(e) are hereby amended and restated to read as follows:
(a) The
aggregate percentage of Shares reported owned by each Reporting Person is based upon 14,942,792 Shares outstanding as of December 31,
2021, which is the total number of Shares outstanding as reported in the Issuer’s Annual Report form on Form 40-F filed with the
Securities and Exchange Commission on March 10, 2022.
As of the close of business
on June 24, 2022, each of the Reporting Persons may be deemed to beneficially own 589,573 Shares, constituting approximately 3.9% of the
outstanding Shares.
(b) Harspring
and Mr. Gail have shared power to vote or direct the vote of and shared power to dispose or direct the disposition of the 589,573 Shares
reported herein.
Each Reporting Person, may
be deemed to be a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities
Exchange Act of 1934, as amended, and, accordingly, may be deemed the beneficial owner of the Shares directly owned by the other Reporting
Persons.
(c) The
transactions in the Shares by the Reporting persons during the past sixty days are set forth in Schedule A and are incorporated herein
by reference. Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest
therein.
(e) On
June 23, 2022, the Reporting persons ceased to beneficially own more than 5% of the outstanding Shares of the Issuer.
SIGNATURES
After reasonable inquiry
and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: June 24, 2022
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HARSPRING CAPITAL MANAGEMENT, LLC |
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By: |
/s/ Harry Gail |
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Name: |
Harry Gail |
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Title: |
Authorized Signatory |
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/s/ Harry Gail |
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HARRY GAIL |
SCHEDULE A
TRANSACTIONS IN SECURITIES OF THE ISSUER
DURING THE PAST SIXTY DAYS
| Nature of the Transaction |
Securities
Purchased/(Sold) |
Price ($) |
Date of
Purchase / Sale |
| Sale of Common Shares |
(831,827) |
24.85 |
06/23/2022 |
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