Form SC 13D/A - General Statement of Acquisition of Beneficial Ownership: [Amend]
July 12 2024 - 11:09AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)*
LL Flooring
Holdings, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
55003T107
(CUSIP Number)
Avi Cohen
2350
W O Smith Street
Lawrenceburg, TN 38464
617-851-9635
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
July 12, 2024
(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 § 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(b) for other parties to whom copies are to be sent.
* |
The remainder of this cover page shall be filled out for a reporting persons 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 (the 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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1 |
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Names of Reporting Persons
F9 Investments, LLC (Single Member LLC with Thomas D. Sullivan Single Member) |
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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Source of Funds
PF |
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Check Box if Disclosure of
Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e):
☐ |
6 |
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Citizenship or Place of
Organization
Florida |
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Number of
Shares Beneficially
Owned by Each
Reporting Person
With: |
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7 |
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Sole Voting Power
0 |
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8 |
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Shared Voting Power
2,698,907 |
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9 |
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Sole Dispositive Power
0 |
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10 |
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Shared Dispositive Power
2,698,907 |
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11 |
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,698,907 |
12 |
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Check if the Aggregate Amount
in Row (11) Excludes Certain Shares ☐ |
13 |
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Percent of Class Represented by
Amount in Row (11) 8.8% |
14 |
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Type of Reporting Person
PN |
SCHEDULE 13D
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1 |
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Names of Reporting Persons
Thomas D. Sullivan |
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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Source of Funds
PF |
5 |
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Check Box if Disclosure of
Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e):
☐ |
6 |
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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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7 |
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Sole Voting Power
0 |
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8 |
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Shared Voting Power
1,100 |
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9 |
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Sole Dispositive Power
0 |
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10 |
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Shared Dispositive Power
1,100 |
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11 |
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,100 |
12 |
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Check if the Aggregate Amount
in Row (11) Excludes Certain Shares ☐ |
13 |
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Percent of Class Represented by
Amount in Row (11) Less than 1% |
14 |
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Type of Reporting Person
IN |
SCHEDULE 13D
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1 |
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Names of Reporting Persons
John Jason Delves |
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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Source of Funds
PF |
5 |
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Check Box if Disclosure of
Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e):
☐ |
6 |
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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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7 |
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Sole Voting Power
0 |
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8 |
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Shared Voting Power
13,000 |
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9 |
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Sole Dispositive Power
0 |
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10 |
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Shared Dispositive Power
13,000 |
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11 |
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Aggregate Amount Beneficially Owned by Each Reporting Person
13,000 |
12 |
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Check if the Aggregate Amount
in Row (11) Excludes Certain Shares ☐ |
13 |
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Percent of Class Represented by
Amount in Row (11) Less than 1% |
14 |
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Type of Reporting Person
IN |
AMENDMENT NO. 10 TO SCHEDULE 13D
This Amendment No. 10 to Schedule 13D (this Amendment) relates to the common stock, par value $0.001 per share (the Common
Stock), of LL Flooring Holdings, Inc., a Delaware corporation (LL). This Amendment is being filed to amend the Schedule 13D that was originally filed on May 25, 2023, as amended by Amendment No. 1 filed on May 30,
2023, Amendment No. 2 filed on June 12, 2023, Amendment No. 3 filed on August 17, 2023, Amendment No. 4 filed on November 14, 2023, Amendment No. 5 filed on January 18, 2024, Amendment No. 6 filed on
April 11, 2024 and Amendment No. 7 filed on April 30, 2024, Amendment No. 8 filed on May 31, 2024 and Amendment No. 9 filed on June 28, 2025(collectively, the Schedule 13D). Other than information set
in Item 4, no other information in the Schedule 13D is being amended. Unless otherwise indicated in this Amendment, all capitalized terms have the meanings ascribed to them in the Schedule 13D.
Item 4. |
Purpose of Transaction |
On July 12, 2024, LL filed a Current Report on Form 8-K with the US Securities and Exchange Commission stating,
among other things, that based on the results reported by First Coast Results, Inc., the independent inspector of election for the 2024 Annual Meeting of Stockholders of LL, at such meeting, LLs stockholders elected John Jason Delves, Thomas
D. Sullivan and Jill Witter as Class III directors of the board of directors of LL with terms expiring at LLs 2027 Annual Meeting of Stockholders. Messrs. Sullivan and Delves and Ms. Witter were nominated for election to LLs
board by F9.
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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Date: July 12, 2024 |
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F9 INVESTMENTS, LLC |
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By: |
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/s/ Thomas D. Sullivan |
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Name: |
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Thomas D. Sullivan |
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Title: |
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Managing Member, Single Member |
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/s/ Thomas D. Sullivan |
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Name: |
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Thomas D. Sullivan |
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/s/ John Jason Delves |
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Name: |
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John Jason Delves |
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