SCHEDULE 13G
CUSIP No. 37892E 102 Page 1 of 66 Pages
| | | | | | | | | | | |
| 1 | NAMES OF REPORTING PERSONS
Bruce Leeds |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) ☐ (b) ☒ |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
2,553,740 |
| 6 | SHARED VOTING POWER
10,660,066 |
| 7 | SOLE DISPOSITIVE POWER
2,553,740 |
| 8 | SHARED DISPOSITIVE POWER
10,660,066 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,213,806 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
34.81% |
| 12 | TYPE OF REPORTING PERSON (see instructions)
IN |
SCHEDULE 13G
CUSIP No. 37892E 102 Page 2 of 66 Pages
| | | | | | | | | | | |
| 1 | NAMES OF REPORTING PERSONS
Richard Leeds |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) ☐ (b) ☒ |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
1,673,675 |
| 6 | SHARED VOTING POWER
13,754,501 |
| 7 | SOLE DISPOSITIVE POWER
1,673,675 |
| 8 | SHARED DISPOSITIVE POWER
13,754,501 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,458,176 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
40.72% |
| 12 | TYPE OF REPORTING PERSON (see instructions)
IN |
SCHEDULE 13G
CUSIP No. 37892E 102 Page 3 of 66 Pages
| | | | | | | | | | | |
| 1 | NAMES OF REPORTING PERSONS
Robert Leeds |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) ☐ (b) ☒ |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
1,182,190 |
| 6 | SHARED VOTING POWER
14,882,054 |
| 7 | SOLE DISPOSITIVE POWER
1,182,190 |
| 8 | SHARED DISPOSITIVE POWER
14,882,054 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,064,244 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
42.31% |
| 12 | TYPE OF REPORTING PERSON (see instructions)
IN |
SCHEDULE 13G
CUSIP No. 37892E 102 Page 4 of 66 Pages
| | | | | | | | | | | |
| 1 | NAMES OF REPORTING PERSONS
Nancy Leeds-Bunt |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) ☐ (b) ☒ |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
196,500 |
| 6 | SHARED VOTING POWER
235,850 |
| 7 | SOLE DISPOSITIVE POWER
196,500 |
| 8 | SHARED DISPOSITIVE POWER
235,850 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
432,350 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.14% |
| 12 | TYPE OF REPORTING PERSON (see instructions)
IN |
SCHEDULE 13G
CUSIP No. 37892E 102 Page 5 of 66 Pages
| | | | | | | | | | | |
| 1 | NAMES OF REPORTING PERSONS
David Leeds |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) ☐ (b) ☒ |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
157,262 |
| 6 | SHARED VOTING POWER
-0- |
| 7 | SOLE DISPOSITIVE POWER
157,262 |
| 8 | SHARED DISPOSITIVE POWER
-0- |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
157,262 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.41% |
| 12 | TYPE OF REPORTING PERSON (see instructions)
IN |
SCHEDULE 13G
CUSIP No. 37892E 102 Page 6 of 66 Pages
| | | | | | | | | | | |
| 1 | NAMES OF REPORTING PERSONS
Carol Leeds |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) ☐ (b) ☒ |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
10,000 |
| 6 | SHARED VOTING POWER
-0- |
| 7 | SOLE DISPOSITIVE POWER
10,000 |
| 8 | SHARED DISPOSITIVE POWER
-0- |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,000 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.03% |
| 12 | TYPE OF REPORTING PERSON (see instructions)
IN |
SCHEDULE 13G
CUSIP No. 37892E 102 Page 7 of 66 Pages
| | | | | | | | | | | |
| 1 | NAMES OF REPORTING PERSONS
Jake Bunt |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) ☐ (b) ☒ |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
1,000 |
| 6 | SHARED VOTING POWER
-0- |
| 7 | SOLE DISPOSITIVE POWER
1,000 |
| 8 | SHARED DISPOSITIVE POWER
-0- |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.01% |
| 12 | TYPE OF REPORTING PERSON (see instructions)
IN |
SCHEDULE 13G
CUSIP No. 37892E 102 Page 8 of 66 Pages
| | | | | | | | | | | |
| 1 | NAMES OF REPORTING PERSONS
Michele Rosenberg |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) ☐ (b) ☒ |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
-0- |
| 6 | SHARED VOTING POWER
11,329,975 |
| 7 | SOLE DISPOSITIVE POWER
-0- |
| 8 | SHARED DISPOSITIVE POWER
11,329,975 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,329,975 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
29.84% |
| 12 | TYPE OF REPORTING PERSON (see instructions)
IN |
SCHEDULE 13G
CUSIP No. 37892E 102 Page 9 of 66 Pages
| | | | | | | | | | | |
| 1 | NAMES OF REPORTING PERSONS
Generation Partners LP |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) ☐ (b) ☒ |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
238,583 |
| 6 | SHARED VOTING POWER
-0- |
| 7 | SOLE DISPOSITIVE POWER
238,583 |
| 8 | SHARED DISPOSITIVE POWER
-0- |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
238,583 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.63% |
| 12 | TYPE OF REPORTING PERSON (see instructions)
PN |
SCHEDULE 13G
CUSIP No. 37892E 102 Page 10 of 66 Pages
| | | | | | | | | | | |
| 1 | NAMES OF REPORTING PERSONS
2nd Generation Partners LLC |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) ☐ (b) ☒ |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
1,414 |
| 6 | SHARED VOTING POWER
-0- |
| 7 | SOLE DISPOSITIVE POWER
1,414 |
| 8 | SHARED DISPOSITIVE POWER
-0- |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,414 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.01% |
| 12 | TYPE OF REPORTING PERSON (see instructions)
OO |
SCHEDULE 13G
CUSIP No. 37892E 102 Page 11 of 66 Pages
| | | | | | | | | | | |
| 1 | NAMES OF REPORTING PERSONS
Aspire Partners LP |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) ☐ (b) ☒ |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
519,800 |
| 6 | SHARED VOTING POWER
-0- |
| 7 | SOLE DISPOSITIVE POWER
519,800 |
| 8 | SHARED DISPOSITIVE POWER
-0- |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
519,800 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.37% |
| 12 | TYPE OF REPORTING PERSON (see instructions)
PN |
SCHEDULE 13G
CUSIP No. 37892E 102 Page 12 of 66 Pages
| | | | | | | | | | | |
| 1 | NAMES OF REPORTING PERSONS
Bruce Leeds Declaration of Trust |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) ☐ (b) ☒ |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Florida |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
2,503,740 |
| 6 | SHARED VOTING POWER
-0- |
| 7 | SOLE DISPOSITIVE POWER
2,503,740 |
| 8 | SHARED DISPOSITIVE POWER
-0- |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,503,740 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.60% |
| 12 | TYPE OF REPORTING PERSON (see instructions)
OO |
SCHEDULE 13G
CUSIP No. 37892E 102 Page 13 of 66 Pages
| | | | | | | | | | | |
| 1 | NAMES OF REPORTING PERSONS
Bruce Leeds 2008 Family Trust |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) ☐ (b) ☒ |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Florida |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
3,049,483 |
| 6 | SHARED VOTING POWER
-0- |
| 7 | SOLE DISPOSITIVE POWER
3,049,483 |
| 8 | SHARED DISPOSITIVE POWER
-0- |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,049,483 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.03% |
| 12 | TYPE OF REPORTING PERSON (see instructions)
OO |
SCHEDULE 13G
CUSIP No. 37892E 102 Page 14 of 66 Pages
| | | | | | | | | | | |
| 1 | NAMES OF REPORTING PERSONS
Bruce Leeds Irrevocable Trust |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) ☐ (b) ☒ |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
New York |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
440,557 |
| 6 | SHARED VOTING POWER
-0- |
| 7 | SOLE DISPOSITIVE POWER
440,557 |
| 8 | SHARED DISPOSITIVE POWER
-0- |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
440,557 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.16% |
| 12 | TYPE OF REPORTING PERSON (see instructions)
OO |
SCHEDULE 13G
CUSIP No. 37892E 102 Page 15 of 66 Pages
| | | | | | | | | | | |
| 1 | NAMES OF REPORTING PERSONS
Jamie Leeds Trust UA Dtd 5/2/2008 |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) ☐ (b) ☒ |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Florida |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
16,667 |
| 6 | SHARED VOTING POWER
-0- |
| 7 | SOLE DISPOSITIVE POWER
16,667 |
| 8 | SHARED DISPOSITIVE POWER
-0- |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,667 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.04% |
| 12 | TYPE OF REPORTING PERSON (see instructions)
OO |
SCHEDULE 13G
CUSIP No. 37892E 102 Page 16 of 66 Pages
| | | | | | | | | | | |
| 1 | NAMES OF REPORTING PERSONS
Stacey Leeds Trust UA Dtd 7/8/2008 |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) ☐ (b) ☒ |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Florida |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
16,667 |
| 6 | SHARED VOTING POWER
-0- |
| 7 | SOLE DISPOSITIVE POWER
16,667 |
| 8 | SHARED DISPOSITIVE POWER
-0- |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,667 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.04% |
| 12 | TYPE OF REPORTING PERSON (see instructions)
OO |
SCHEDULE 13G
CUSIP No. 37892E 102 Page 17 of 66 Pages
| | | | | | | | | | | |
1 | NAMES OF REPORTING PERSONS
Steven Leeds Trust UA Dtd 5/2/2008 |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) ☐ (b) ☒ |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Florida |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
16,666 |
| 6 | SHARED VOTING POWER
-0- |
| 7 | SOLE DISPOSITIVE POWER
16,666 |
| 8 | SHARED DISPOSITIVE POWER
-0- |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,666 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.04% |
| 12 | TYPE OF REPORTING PERSON (see instructions)
OO |
SCHEDULE 13G
CUSIP No. 37892E 102 Page 18 of 66 Pages
| | | | | | | | | | | |
| 1 | NAMES OF REPORTING PERSONS
Trust UWO Michael Leeds Fbo Bruce Leeds |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) ☐ (b) ☒ |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Florida |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
23,554 |
| 6 | SHARED VOTING POWER
-0- |
| 7 | SOLE DISPOSITIVE POWER
23,554 |
| 8 | SHARED DISPOSITIVE POWER
-0- |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,554 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.06% |
| 12 | TYPE OF REPORTING PERSON (see instructions)
OO |
SCHEDULE 13G
CUSIP No. 37892E 102 Page 19 of 66 Pages
| | | | | | | | | | | |
| 1 | NAMES OF REPORTING PERSONS
Bruce Leeds 2011 Family Trust |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) ☐ (b) ☒ |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Florida |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
20,057 |
| 6 | SHARED VOTING POWER
-0- |
| 7 | SOLE DISPOSITIVE POWER
20,057 |
| 8 | SHARED DISPOSITIVE POWER
-0- |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,057 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.05% |
| 12 | TYPE OF REPORTING PERSON (see instructions)
OO |
SCHEDULE 13G
CUSIP No. 37892E 102 Page 20 of 66 Pages
| | | | | | | | | | | |
| 1 | NAMES OF REPORTING PERSONS
Richard Leeds 2008 Family Trust |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) ☐ (b) ☒ |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
New York |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
3,157,595 |
| 6 | SHARED VOTING POWER
-0- |
| 7 | SOLE DISPOSITIVE POWER
3,157,595 |
| 8 | SHARED DISPOSITIVE POWER
-0- |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,157,595 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.32% |
| 12 | TYPE OF REPORTING PERSON (see instructions)
OO |
SCHEDULE 13G
CUSIP No. 37892E 102 Page 21 of 66 Pages
| | | | | | | | | | | |
| 1 | NAMES OF REPORTING PERSONS
Richard Leeds Irrevocable Trust |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) ☐ (b) ☒ |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
New York |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
439,047 |
| 6 | SHARED VOTING POWER
-0- |
| 7 | SOLE DISPOSITIVE POWER
439,047 |
| 8 | SHARED DISPOSITIVE POWER
-0- |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
439,047 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.16% |
| 12 | TYPE OF REPORTING PERSON (see instructions)
OO |
SCHEDULE 13G
CUSIP No. 37892E 102 Page 22 of 66 Pages
| | | | | | | | | | | |
| 1 | NAMES OF REPORTING PERSONS
Jordan Leeds 2016 Trust UA Dtd 1/22/2016 |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) ☐ (b) ☒ |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Florida |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
12,500 |
| 6 | SHARED VOTING POWER
-0- |
| 7 | SOLE DISPOSITIVE POWER
12,500 |
| 8 | SHARED DISPOSITIVE POWER
-0- |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,500 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.03% |
| 12 | TYPE OF REPORTING PERSON (see instructions)
OO |
SCHEDULE 13G
CUSIP No. 37892E 102 Page 23 of 66 Pages
| | | | | | | | | | | |
| 1 | NAMES OF REPORTING PERSONS
Brandon Leeds 2010 Grantor Trust UA Dtd 8/24/2010 |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) ☐ (b) ☒ |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Florida |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
12,500 |
| 6 | SHARED VOTING POWER
-0- |
| 7 | SOLE DISPOSITIVE POWER
12,500 |
| 8 | SHARED DISPOSITIVE POWER
-0- |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,500 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.03% |
| 12 | TYPE OF REPORTING PERSON (see instructions)
OO |
SCHEDULE 13G
CUSIP No. 37892E 102 Page 24 of 66 Pages
| | | | | | | | | | | |
| 1 | NAMES OF REPORTING PERSONS
Kasey Leeds 2012 Trust UA Dtd 11/19/2012 |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) ☐ (b) ☒ |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Florida |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
12,500 |
| 6 | SHARED VOTING POWER
-0- |
| 7 | SOLE DISPOSITIVE POWER
12,500 |
| 8 | SHARED DISPOSITIVE POWER
-0- |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,500 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.03% |
| 12 | TYPE OF REPORTING PERSON (see instructions)
OO |
SCHEDULE 13G
CUSIP No. 37892E 102 Page 25 of 66 Pages
| | | | | | | | | | | |
| 1 | NAMES OF REPORTING PERSONS
Hallie Leeds 2020 Trust UA Dtd 12/22/2020 |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) ☐ (b) ☒ |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Florida |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
12,500 |
| 6 | SHARED VOTING POWER
-0- |
| 7 | SOLE DISPOSITIVE POWER
12,500 |
| 8 | SHARED DISPOSITIVE POWER
-0- |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,500 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.03% |
| 12 | TYPE OF REPORTING PERSON (see instructions)
OO |
SCHEDULE 13G
CUSIP No. 37892E 102 Page 26 of 66 Pages
| | | | | | | | | | | |
| 1 | NAMES OF REPORTING PERSONS
Trust UWO Michael Leeds Fbo Richard Leeds |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) ☐ (b) ☒ |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Florida |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
23,542 |
| 6 | SHARED VOTING POWER
-0- |
| 7 | SOLE DISPOSITIVE POWER
23,542 |
| 8 | SHARED DISPOSITIVE POWER
-0- |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,542 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.06% |
| 12 | TYPE OF REPORTING PERSON (see instructions)
OO |
SCHEDULE 13G
CUSIP No. 37892E 102 Page 27 of 66 Pages
| | | | | | | | | | | |
| 1 | NAMES OF REPORTING PERSONS
Richard Leeds 2011 Family Trust |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) ☐ (b) ☒ |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Florida |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
171,976 |
| 6 | SHARED VOTING POWER
-0- |
| 7 | SOLE DISPOSITIVE POWER
171,976 |
| 8 | SHARED DISPOSITIVE POWER
-0- |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
171,976 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.45% |
| 12 | TYPE OF REPORTING PERSON (see instructions)
OO |
SCHEDULE 13G
CUSIP No. 37892E 102 Page 28 of 66 Pages
| | | | | | | | | | | |
| 1 | NAMES OF REPORTING PERSONS
GML Partners LP |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) ☐ (b) ☒ |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
235,850 |
| 6 | SHARED VOTING POWER
-0- |
| 7 | SOLE DISPOSITIVE POWER
235,850 |
| 8 | SHARED DISPOSITIVE POWER
-0- |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
235,850 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.62% |
| 12 | TYPE OF REPORTING PERSON (see instructions)
PN |
SCHEDULE 13G
CUSIP No. 37892E 102 Page 29 of 66 Pages
| | | | | | | | | | | |
| 1 | NAMES OF REPORTING PERSONS
Robert Leeds Declaration of Trust |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) ☐ (b) ☒ |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Florida |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
1,132,190 |
| 6 | SHARED VOTING POWER
-0- |
| 7 | SOLE DISPOSITIVE POWER
1,132,190 |
| 8 | SHARED DISPOSITIVE POWER
-0- |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,132,190 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.98% |
| 12 | TYPE OF REPORTING PERSON (see instructions)
OO |
SCHEDULE 13G
CUSIP No. 37892E 102 Page 30 of 66 Pages
| | | | | | | | | | | |
| 1 | NAMES OF REPORTING PERSONS
Robert Leeds 2008 Family Trust |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) ☐ (b) ☒ |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Florida |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
3,802,736 |
| 6 | SHARED VOTING POWER
-0- |
| 7 | SOLE DISPOSITIVE POWER
3,802,736 |
| 8 | SHARED DISPOSITIVE POWER
-0- |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,802,736 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.02% |
| 12 | TYPE OF REPORTING PERSON (see instructions)
OO |
SCHEDULE 13G
CUSIP No. 37892E 102 Page 31 of 66 Pages
| | | | | | | | | | | |
| 1 | NAMES OF REPORTING PERSONS
Robert Leeds Irrevocable Trust |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) ☐ (b) ☒ |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
New York |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
440,557 |
| 6 | SHARED VOTING POWER
-0- |
| 7 | SOLE DISPOSITIVE POWER
440,557 |
| 8 | SHARED DISPOSITIVE POWER
-0- |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
440,557 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.16% |
| 12 | TYPE OF REPORTING PERSON (see instructions)
OO |
SCHEDULE 13G
CUSIP No. 37892E 102 Page 32 of 66 Pages
| | | | | | | | | | | |
| 1 | NAMES OF REPORTING PERSONS
Andrew Leeds Trust U/A/D/ 05/20/2005 |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) ☐ (b) ☒ |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Florida |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
12,500 |
| 6 | SHARED VOTING POWER
-0- |
| 7 | SOLE DISPOSITIVE POWER
12,500 |
| 8 | SHARED DISPOSITIVE POWER
-0- |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,500 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.03% |
| 12 | TYPE OF REPORTING PERSON (see instructions)
OO |
SCHEDULE 13G
CUSIP No. 37892E 102 Page 33 of 66 Pages
| | | | | | | | | | | |
| 1 | NAMES OF REPORTING PERSONS
Alex Leeds Trust U/A/D/ 09/05/2014 |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) ☐ (b) ☒ |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Florida |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
12,500 |
| 6 | SHARED VOTING POWER
-0- |
| 7 | SOLE DISPOSITIVE POWER
12,500 |
| 8 | SHARED DISPOSITIVE POWER
-0- |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,500 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.03% |
| 12 | TYPE OF REPORTING PERSON (see instructions)
OO |
SCHEDULE 13G
CUSIP No. 37892E 102 Page 34 of 66 Pages
| | | | | | | | | | | |
| 1 | NAMES OF REPORTING PERSONS
Jessica Leeds Trust U/A/D 12/17/2004 |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) ☐ (b) ☒ |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Florida |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
12,500 |
| 6 | SHARED VOTING POWER
-0- |
| 7 | SOLE DISPOSITIVE POWER
12,500 |
| 8 | SHARED DISPOSITIVE POWER
-0- |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,500 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.03% |
| 12 | TYPE OF REPORTING PERSON (see instructions)
OO |
SCHEDULE 13G
CUSIP No. 37892E 102 Page 35 of 66 Pages
| | | | | | | | | | | |
| 1 | NAMES OF REPORTING PERSONS
Matthew Leeds 2010 Trust U/A/D/ 1/4/2010 |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) ☐ (b) ☒ |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Florida |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
12,500 |
| 6 | SHARED VOTING POWER
-0- |
| 7 | SOLE DISPOSITIVE POWER
12,500 |
| 8 | SHARED DISPOSITIVE POWER
-0- |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,500 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.03% |
| 12 | TYPE OF REPORTING PERSON (see instructions)
OO |
SCHEDULE 13G
CUSIP No. 37892E 102 Page 36 of 66 Pages
| | | | | | | | | | | |
| 1 | NAMES OF REPORTING PERSONS
Trust UWO Michael Leeds FBO Robert Leeds |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) ☐ (b) ☒ |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Florida |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
23,552 |
| 6 | SHARED VOTING POWER
-0- |
| 7 | SOLE DISPOSITIVE POWER
23,552 |
| 8 | SHARED DISPOSITIVE POWER
-0- |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,552 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.06% |
| 12 | TYPE OF REPORTING PERSON (see instructions)
OO |
SCHEDULE 13G
CUSIP No. 37892E 102 Page 37 of 66 Pages
| | | | | | | | | | | |
| 1 | NAMES OF REPORTING PERSONS
Robert Leeds 2011 Family Trust |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) ☐ (b) ☒ |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Florida |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
18,358 |
| 6 | SHARED VOTING POWER
-0- |
| 7 | SOLE DISPOSITIVE POWER
18,358 |
| 8 | SHARED DISPOSITIVE POWER
-0- |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,358 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.05% |
| 12 | TYPE OF REPORTING PERSON (see instructions)
OO |
SCHEDULE 13G
CUSIP No. 37892E 102 Page 38 of 66 Pages
| | | | | | | | | | | |
| 1 | NAMES OF REPORTING PERSONS
Alex Leeds 2021 Trust |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) ☐ (b) ☒ |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Florida |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
620,000 |
| 6 | SHARED VOTING POWER
-0- |
| 7 | SOLE DISPOSITIVE POWER
620,000 |
| 8 | SHARED DISPOSITIVE POWER
-0- |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
620,000 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.63% |
| 12 | TYPE OF REPORTING PERSON (see instructions)
OO |
SCHEDULE 13G
CUSIP No. 37892E 102 Page 39 of 66 Pages
| | | | | | | | | | | |
| 1 | NAMES OF REPORTING PERSONS
Andrew Leeds 2021 Trust |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) ☐ (b) ☒ |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Florida |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
620,000 |
| 6 | SHARED VOTING POWER
-0- |
| 7 | SOLE DISPOSITIVE POWER
620,000 |
| 8 | SHARED DISPOSITIVE POWER
-0- |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
620,000 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.63% |
| 12 | TYPE OF REPORTING PERSON (see instructions)
OO |
SCHEDULE 13G
CUSIP No. 37892E 102 Page 40 of 66 Pages
| | | | | | | | | | | |
| 1 | NAMES OF REPORTING PERSONS
Brandon Leeds 2021 Trust |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) ☐ (b) ☒ |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Florida |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
620,000 |
| 6 | SHARED VOTING POWER
-0- |
| 7 | SOLE DISPOSITIVE POWER
620,000 |
| 8 | SHARED DISPOSITIVE POWER
-0- |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
620,000 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.63% |
| 12 | TYPE OF REPORTING PERSON (see instructions)
OO |
SCHEDULE 13G
CUSIP No. 37892E 102 Page 41 of 66 Pages
| | | | | | | | | | | |
| 1 | NAMES OF REPORTING PERSONS
Hallie Leeds 2021 Trust |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) ☐ (b) ☒ |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Florida |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
620,000 |
| 6 | SHARED VOTING POWER
-0- |
| 7 | SOLE DISPOSITIVE POWER
620,000 |
| 8 | SHARED DISPOSITIVE POWER
-0- |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
620,000 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.63% |
| 12 | TYPE OF REPORTING PERSON (see instructions)
OO |
SCHEDULE 13G
CUSIP No. 37892E 102 Page 42 of 66 Pages
| | | | | | | | | | | |
| 1 | NAMES OF REPORTING PERSONS
Jamie Lynn Meltsner 2021 Trust |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) ☐ (b) ☒ |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Florida |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
620,000 |
| 6 | SHARED VOTING POWER
-0- |
| 7 | SOLE DISPOSITIVE POWER
620,000 |
| 8 | SHARED DISPOSITIVE POWER
-0- |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
620,000 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.63% |
| 12 | TYPE OF REPORTING PERSON (see instructions)
OO |
SCHEDULE 13G
CUSIP No. 37892E 102 Page 43 of 66 Pages
| | | | | | | | | | | |
| 1 | NAMES OF REPORTING PERSONS
Jessica Rosen 2021 Trust |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) ☐ (b) ☒ |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Florida |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
620,000 |
| 6 | SHARED VOTING POWER
-0- |
| 7 | SOLE DISPOSITIVE POWER
620,000 |
| 8 | SHARED DISPOSITIVE POWER
-0- |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
620,000 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.63% |
| 12 | TYPE OF REPORTING PERSON (see instructions)
OO |
SCHEDULE 13G
CUSIP No. 37892E 102 Page 44 of 66 Pages
| | | | | | | | | | | |
| 1 | NAMES OF REPORTING PERSONS
Jordan Leeds 2021 Trust |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) ☐ (b) ☒ |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Florida |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
620,000 |
| 6 | SHARED VOTING POWER
-0- |
| 7 | SOLE DISPOSITIVE POWER
620,000 |
| 8 | SHARED DISPOSITIVE POWER
-0- |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
620,000 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.63% |
| 12 | TYPE OF REPORTING PERSON (see instructions)
OO |
SCHEDULE 13G
CUSIP No. 37892E 102 Page 45 of 66 Pages
| | | | | | | | | | | |
| 1 | NAMES OF REPORTING PERSONS
Kasey Leeds 2021 Trust |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) ☐ (b) ☒ |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Florida |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
620,000 |
| 6 | SHARED VOTING POWER
-0- |
| 7 | SOLE DISPOSITIVE POWER
620,000 |
| 8 | SHARED DISPOSITIVE POWER
-0- |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
620,000 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.63% |
| 12 | TYPE OF REPORTING PERSON (see instructions)
OO |
SCHEDULE 13G
CUSIP No. 37892E 102 Page 46 of 66 Pages
| | | | | | | | | | | |
| 1 | NAMES OF REPORTING PERSONS
Matthew Leeds 2021 Trust |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) ☐ (b) ☒ |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Florida |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
620,000 |
| 6 | SHARED VOTING POWER
-0- |
| 7 | SOLE DISPOSITIVE POWER
620,000 |
| 8 | SHARED DISPOSITIVE POWER
-0- |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
620,000 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.63% |
| 12 | TYPE OF REPORTING PERSON (see instructions)
OO |
SCHEDULE 13G
CUSIP No. 37892E 102 Page 47 of 66 Pages
| | | | | | | | | | | |
| 1 | NAMES OF REPORTING PERSONS
Stacey Leeds Cohen 2021 Trust |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) ☐ (b) ☒ |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Florida |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
620,000 |
| 6 | SHARED VOTING POWER
-0- |
| 7 | SOLE DISPOSITIVE POWER
620,000 |
| 8 | SHARED DISPOSITIVE POWER
-0- |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
620,000 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.63% |
| 12 | TYPE OF REPORTING PERSON (see instructions)
OO |
SCHEDULE 13G
CUSIP No. 37892E 102 Page 48 of 66 Pages
| | | | | | | | | | | |
| 1 | NAMES OF REPORTING PERSONS
Steven Leeds 2021 Trust |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) ☐ (b) ☒ |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Florida |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
620,000 |
| 6 | SHARED VOTING POWER
-0- |
| 7 | SOLE DISPOSITIVE POWER
620,000 |
| 8 | SHARED DISPOSITIVE POWER
-0- |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
620,000 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.63% |
| 12 | TYPE OF REPORTING PERSON (see instructions)
OO |
SCHEDULE 13G
CUSIP No. 37892E 102 Page 49 of 66 Pages
| | | | | | | | | | | |
| 1 | NAMES OF REPORTING PERSONS
Paul Leeds Marital Tru/A DTD 10/24/2006 FBO Roberta Leeds |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) ☐ (b) ☒ |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Florida |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
5,840 |
| 6 | SHARED VOTING POWER
-0- |
| 7 | SOLE DISPOSITIVE POWER
5,840 |
| 8 | SHARED DISPOSITIVE POWER
-0- |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,840 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.02% |
| 12 | TYPE OF REPORTING PERSON (see instructions)
OO |
SCHEDULE 13G
CUSIP No. 37892E 102 Page 50 of 66 Pages
| | | | | | | | | | | |
| 1 | NAMES OF REPORTING PERSONS
Paul Leeds GSTTr U/A Dtd 10/24/2006 FBO Nancy Leeds |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) ☐ (b) ☒ |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Florida |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
2,080 |
| 6 | SHARED VOTING POWER
-0- |
| 7 | SOLE DISPOSITIVE POWER
2,080 |
| 8 | SHARED DISPOSITIVE POWER
-0- |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,080 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.01% |
| 12 | TYPE OF REPORTING PERSON (see instructions)
OO |
SCHEDULE 13G
CUSIP No. 37892E 102 Page 51 of 66 Pages
| | | | | | | | | | | |
| 1 | NAMES OF REPORTING PERSONS
Paul Leeds GST Tr U/A Dtd 10/24/2006 FBO David Leeds |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) ☐ (b) ☒ |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Florida |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
2,080 |
| 6 | SHARED VOTING POWER
-0- |
| 7 | SOLE DISPOSITIVE POWER
2,080 |
| 8 | SHARED DISPOSITIVE POWER
-0- |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,080 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.01% |
| 12 | TYPE OF REPORTING PERSON (see instructions)
OO |
Item 1(a) Name of Issuer:
Global Industrial Company ay (f/k/a Systemax Inc.) (the “Company”)
Item 1(b) Address of Issuer’s Principal Executive Offices:
11 Harbor Park Drive
Port Washington, NY 11050
Item 2(a) Name of Person Filing:
This statement is filed on behalf of the persons identified in Item 4 below. In accordance with Rule 13d-1(k)(1)(ii) under the Securities Exchange Act of 1934, as amended, each person filing this statement acknowledges that it is responsible for the completeness and accuracy of the information contained herein concerning that person, but is not responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
Item 2(b) Address of Principal Business Office or, if None, Residence:
(1)For: Generation Partners LP, 2nd Generation Partners LLC, Aspire Partners LP, Bruce Leeds, Richard Leeds, Robert Leeds, Bruce Leeds Declaration of Trust, Bruce Leeds 2008 Family Trust, Bruce Leeds Irrevocable Trust, Jamie Leeds Trust UA Dtd 5/2/2008, Stacey Leeds Trust UA Dtd 7/8/2008, Steven Leeds Trust UA Dtd 5/2/2008, Trust UWO Michael Leeds FBO Bruce Leeds, Bruce Leeds 2011 Family Trust, Richard Leeds 2008 Family Trust, Richard Leeds Irrevocable Trust, Jordan Leeds 2016 Trust UA Dtd 1/22/2016, Brandon Leeds 2010 Grantor Trust UA Dtd 8/24/2010, Kasey Leeds 2012 Trust UA Dtd 11/19/2012, Hallie Leeds 2020 Trust UA Dtd 12/22/2020, Trust UWO Michael Leeds Fbo Richard Leeds, Richard Leeds 2011 Family Trust, GML Partners LP, Robert Leeds Declaration of Trust, Robert Leeds 2008 Family Trust, Robert Leeds Irrevocable Trust, Andrew Leeds Trust U/A/D/ 05/20/2005, Alex Leeds Trust U/A/D/ 09/05/2014, Jessica Leeds Trust U/A/D 12/17/2004, Matthew Leeds 2010 Trust U/A/D/ 1/4/2010, Trust UWO Michael Leeds FBO Robert Leeds, Robert Leeds 2011 Family Trust, Alex Leeds 2021 Trust, Andrew Leeds 2021 Trust, Brandon Leeds 2021 Trust, Hallie Leeds 2021 Trust, Jamie Lynn Meltsner 2021 Trust, Jessica Rosen 2021 Trust, Jordan Leeds 2021 Trust, Kasey Leeds 2021 Trust, Matthew Leeds 2021 Trust, Stacey Leeds Cohen 2021 Trust, Steven Leeds 2021 Trust, Paul Leeds Marital Tru/A DTD 10/24/2006 FBO Roberta Leeds, Paul Leeds GSTTr U/A Dtd 10/24/2006 FBO Nancy Leeds, and Paul Leeds GST Tr U/A Dtd 10/24/2006 FBO David Leeds:
c/o Global Industrial Company.
11 Harbor Park Drive
Port Washington, NY 11050
| | |
(2)For: Michele Rosenberg: |
Cornick Garber & Sandler LLP
555 Madison Avenue, 16th floor
New York, NY 10022
(3)For: Carol Leeds:
901 East Camino Real, #14D
Boca Raton, FL 33432
(4)For: David Leeds:
20450 Vista Flora Rd
Murrieta Ca 92562
(5)For: Nancy Leeds Bunt and Jake Bunt:
320 Central Park West, Apt. 10-A
New York, NY 10025
Item 2(c) Citizenship:
Each of the persons filing this statement is a United States citizen, a limited partnership or limited liability company organized under the laws of a state of the United States or a trust created or governed under the laws of a state of the United States.
Item 2(d) Title of Class of Securities:
This statement relates to the Company’s Common Stock, par value $.01 per share (the “Common Stock”).
Item 2(e) CUSIP Number:
37892E 102
Item 3. For Statements Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or ( c):
Not applicable.
Item 4(a), (b)
and (c). Ownership:
The total number of shares of Common Stock outstanding as of December 31, 2022 was 37,963,524.
Bruce Leeds is the beneficial owner of 13,213,806 shares of Common Stock of the Company, representing 34.81% of the total number of shares outstanding as of December 31, 2022. Bruce Leeds has (i) sole power to vote or to direct the vote and to dispose or direct the disposition of 2,553,740 of such shares (including 2,503,740 shares owned by the Bruce Leeds Declaration of Trust, a trust for the benefit of Mr. Leeds and of which Mr. Leeds is the trustee; and 50,000 shares owned by trusts for the benefit of Mr. Leeds’ family members for which Mr. Leeds acts as trustee) and (ii) shared power to vote or to direct the vote and to dispose or to direct the disposition of 10,660,066 of such shares (including an aggregate of 9,900,269 shares owned by trusts for the benefit of Mr. Leeds’ family members for which Mr. Leeds acts as co-trustee; 519,800 shares owned by Aspire Partners L.P., the general partner of which is limited liability company equally owned by Mr. Leeds and two other members; 238,583 shares owned by Generation Partners, L.P., the general partner of which is limited liability company equally owned by Mr. Leeds and two other members; and 1,414 shares owned by 2nd Generation Partners LLC, a limited liability company equally owned by Mr. Leeds and two other members).
Richard Leeds is the beneficial owner of 15,458,176 shares of Common Stock of the Company, representing 40.72% of the total number of shares outstanding as of December 31, 2022. Richard Leeds has (i) sole power to vote or to direct the vote and to dispose or direct the disposition of 1,673,675 of such shares (including 1,623,675 shares owned by Mr. Leeds individually; and 50,000 shares owned by trusts for the benefit of Mr. Leeds’ family members for which Mr. Leeds acts as trustee); and (ii) shared power to vote or to direct the vote and to dispose or to direct the disposition of 13,784,501 of such shares (including an aggregate of 12,8788,854 shares owned by trusts for the benefit of reporting person's family members for which Mr. Leeds acts as co-trustee, 519,800 shares owned by Aspire Partners L.P., the general partner of which is limited liability company equally owned by Mr. Leeds and two other members; 238,583 shares owned by Generation Partners, L.P., the general partner of which is limited liability company equally owned by Mr. Leeds and two other members; 235,850 shares owned by GML Partners LP, of which a limited liability company controlled by Mr. Leeds is a general partner; and 1,414 shares owned by 2nd Generation Partners LLC, a limited liability company equally owned by Mr. Leeds and two other members).
Robert Leeds is the beneficial owner of 16,064,244 shares of Common Stock of the Company, representing 42.31% of the total number of shares outstanding as of December 31, 2022. Robert Leeds has (i) sole power to vote or to direct the vote and to dispose or direct the disposition of 1,182,190 of such shares (including 1,132,190 shares owned by the Robert Leeds Declaration of Trust, a trust for the benefit of Mr. Leeds and of which Mr. Leeds is the trustee; and 50,000 shares owned by trusts for the benefit of Mr. Leeds’ family members for which Mr. Leeds acts as trustee) ) and (ii) shared power to vote or to direct the vote and to dispose or to direct the disposition of 14,882,054 of such shares (including an aggregate of 14,122,257 shares owned by trusts for the benefit of Mr. Leeds’ family for which Mr. Leeds acts as trustee or co-trustee: 519,800 shares owned by Aspire Partners L.P., the general partner of which is limited liability company equally owned by Mr. Leeds and two other members; 238,583 shares owned by Generation Partners, L.P., the general partner of which is limited liability company equally owned by Mr. Leeds and two other members; and 1,414 shares owned by 2nd Generation Partners LLC, a limited liability company equally owned by Mr. Leeds and two other members).
Nancy Leeds-Bunt is the beneficial owner of 432,350 shares of Common Stock of the Company, representing 1.14% of the total number of shares outstanding as of December 31, 2022. Nancy Leeds Bunt has (i) sole power to vote or to direct the vote and to dispose or to direct the disposition of 196,500 of such shares, and (ii) shared power to vote or to direct the vote and to dispose or to direct the disposition of 235,850 of such shares, all of which are owned by GML Partners LP, of which Ms. Leeds-Bunt is a general partner.
David Leeds is the beneficial owner, and has sole power to vote or to direct the vote and to dispose or direct the disposition, of 227,262 shares of Common Stock of the Company, representing 0.41% of the total number of shares outstanding as of December 31, 2022.
Carol Leeds is the beneficial owner, and has sole power to vote or to direct the vote and to dispose or to direct the disposition, of 10,000 shares of Common Stock of the Company, representing 0.03% of the total number of shares outstanding as of December 31, 2022.
Jake Bunt is the beneficial owner, and has sole power to vote or to direct the vote and to dispose or direct the disposition, of 1,000 shares of Common Stock of the Company, representing 0.01% of the total number of shares outstanding as of December 31, 2022.
Michele Rosenberg is the beneficial owner of 11,329,975 shares of Common Stock of the Company, representing 29.84% of the total number of shares outstanding as of December 31, 2022. Ms. Rosenberg has shared power to vote or to direct the vote and to dispose or to direct the disposition of such shares as an independent co-trustee of the Bruce Leeds 2008 Family Trust, the Bruce Leeds Irrevocable Trust, the Richard Leeds 2008 Family Trust, the Richard Leeds Irrevocable Trust, the Robert Leeds 2008 Family Trust and the Robert Leeds Irrevocable Trust, which are trusts for the benefit of the children of Bruce Leeds, Richard Leeds, and Robert Leeds, respectively.
Generation Partners LP is the beneficial owner, and has sole power to vote or to direct the vote and to dispose or direct the disposition, of 238,583 shares of Common Stock of the Company, representing 0.63% of the total number of shares outstanding as of December 31, 2022.
2nd Generation Partners LLC is the beneficial owner, and has sole power to vote or to direct the vote and to dispose or direct the disposition, of 1,414 shares of Common Stock of the Company, representing 0.01% of the total number of shares outstanding as of December 31, 2022.
Aspire Partners LP is the beneficial owner, and has sole power to vote or to direct the vote and to dispose or direct the disposition, of 519,800 shares of Common Stock of the Company, representing 1.37% of the total number of shares outstanding as of December 31, 2022.
Bruce Leeds Declaration of Trust is the beneficial owner, and has sole power to vote or to direct the vote and to dispose or direct the disposition, of 2,503,740 shares of Common Stock of the Company, representing 6.60% of the total number of shares outstanding as of December 31, 2022.
Bruce Leeds 2008 Family Trust is the beneficial owner, and has sole power to vote or to direct the vote and to dispose or direct the disposition, of 3,049,483 shares of Common Stock of the Company, representing 8.03% of the total number of shares outstanding as of December 31, 2022.
Bruce Leeds Irrevocable Trust is the beneficial owner, and has sole power to vote or to direct the vote and to dispose or direct the disposition, of 440,557 shares of Common Stock of the Company, representing 1.16% of the total number of shares outstanding as of December 31, 2022.
Jamie Leeds Trust UA Dtd 5/2/2008 is the beneficial owner, and has sole power to vote or to direct the vote and to dispose or direct the disposition, of 16,667 shares of Common Stock of the Company, representing 0.04% of the total number of shares outstanding as of December 31, 2022.
Stacey Leeds Trust UA Dtd 7/8/2008 is the beneficial owner, and has sole power to vote or to direct the vote and to dispose or direct the disposition, of 16,667 shares of Common Stock of the Company, representing 0.04% of the total number of shares outstanding as of December 31, 2022.
Steven Leeds Trust UA Dtd 5/2/2008 is the beneficial owner, and has sole power to vote or to direct the vote and to dispose or direct the disposition, of 16,666 shares of Common Stock of the Company, representing 0.04% of the total number of shares outstanding as of December 31, 2022.
Trust UWO Michael Leeds Fbo Bruce Leeds is the beneficial owner, and has sole power to vote or to direct the vote and to dispose or direct the disposition, of 23,554 shares of Common Stock of the Company, representing 0.06% of the total number of shares outstanding as of December 31, 2022.
Bruce Leeds 2011 Family Trust is the beneficial owner, and has sole power to vote or to direct the vote and to dispose or direct the disposition, of 20,057 shares of Common Stock of the Company, representing 0.05% of the total number of shares outstanding as of December 31, 2022.
Richard Leeds 2008 Family Trust is the beneficial owner, and has sole power to vote or to direct the vote and to dispose or direct the disposition, of 3,157,595 shares of Common Stock of the Company, representing 4.28% of the total number of shares outstanding as of December 31, 2022.
Richard Leeds Irrevocable Trust is the beneficial owner, and has sole power to vote or to direct the vote and to dispose or direct the disposition, of 439,047 shares of Common Stock of the Company, representing 1.16% of the total number of shares outstanding as of December 31, 2022.
Each of Jordan Leeds 2016 Trust UA Dtd 1/22/2016, Brandon Leeds 2010 Grantor Trust UA Dtd 8/24/2010, Kasey Leeds 2012 Trust UA Dtd 11/19/2012, and Hallie Leeds 2020 Trust UA Dtd 12/22/2020 is the beneficial owner, and has sole power to vote or to direct the vote and to dispose or direct the disposition, of 12,500 shares of Common Stock of the Company, representing 0.03% of the total number of shares outstanding as of December 31, 2022.
Trust UWO Michael Leeds Fbo Richard Leeds is the beneficial owner, and has sole power to vote or to direct the vote and to dispose or direct the disposition, of 23,542 shares of Common Stock of the Company, representing 0.06% of the total number of shares outstanding as of December 31, 2022.
Richard Leeds 2011 Family Trust is the beneficial owner, and has sole power to vote or to direct the vote and to dispose or direct the disposition, of 171,976 shares of Common Stock of the Company, representing 0.45% of the total number of shares outstanding as of December 31, 2022.
GML Partners LP is the beneficial owner, and has sole power to vote or to direct the vote and to dispose or direct the disposition, of 235,850 shares of Common Stock of the Company, representing 0.62% of the total number of shares outstanding as of December 31, 2022.
Robert Leeds Declaration of Trust is the beneficial owner, and has sole power to vote or to direct the vote and to dispose or direct the disposition, of 1,132,190 shares of Common Stock of the Company, representing 2.98% of the total number of shares outstanding as of December 31, 2022.
Robert Leeds 2008 Family Trust is the beneficial owner, and has sole power to vote or to direct the vote and to dispose or direct the disposition, of 3,802,736 shares of Common Stock of the Company, representing 10.02% of the total number of shares outstanding as of December 31, 2022.
Robert Leeds Irrevocable Trust is the beneficial owner, and has sole power to vote or to direct the vote and to dispose or direct the disposition, of 440,557 shares of Common Stock of the Company, representing 1.16% of the total number of shares outstanding as of December 31, 2022.
Each of Andrew Leeds Trust U/A/D/ 05/20/2005, Alex Leeds Trust U/A/D/ 09/05/2014, Jessica Leeds Trust U/A/D 12/17/2004, and Matthew Leeds 2010 Trust U/A/D/ 1/4/2010 is the beneficial owner, and has sole power to vote or to direct the vote and to dispose or direct the disposition, of 12,500 shares of Common Stock of the Company, representing 0.03% of the total number of shares outstanding as of December 31, 2022.
Trust UWO Michael Leeds FBO Robert Leeds is the beneficial owner, and has sole power to vote or to direct the vote and to dispose or direct the disposition, of 23,552 shares of Common Stock of
the Company, representing 0.06% of the total number of shares outstanding as of December 31, 2022.
Robert Leeds 2011 Family Trust is the beneficial owner, and has sole power to vote or to direct the vote and to dispose or direct the disposition, of 18,358 shares of Common Stock of the Company, representing 0.05% of the total number of shares outstanding as of December 31, 2022.
Each of Alex Leeds 2021 Trust; Andrew Leeds 2021 Trust; Brandon Leeds 2021 Trust; Hallie Leeds 2021 Trust; Jamie Lynn Meltsner 2021 Trust; Jessica Rosen 2021 Trust; Jordan Leeds 2021 Trust; Kasey Leeds 2021 Trust; Matthew Leeds 2021 Trust; Stacey Leeds Cohen 2021 Trust; and Steven Leeds 2021 Trust is the beneficial owner, and has sole power to vote or to direct the vote and to dispose or direct the disposition, of 620,000 shares of Common Stock of the Company, representing 1.63% of the total number of shares outstanding as of December 31, 2022.
Paul Leeds Marital Tru/A DTD 10/24/2006 FBO Roberta Leeds is the beneficial owner, and has sole power to vote or to direct the vote and to dispose or direct the disposition, of 5,840 shares of Common Stock of the Company, representing 0.02% of the total number of shares outstanding as of December 31, 2022.
Each of Paul Leeds GSTTr U/A Dtd 10/24/2006 FBO Nancy Leeds and Paul Leeds GST Tr U/A Dtd 10/24/2006 FBO David Leeds is the beneficial owner, and has sole power to vote or to direct the vote and to dispose or direct the disposition, of 2,080 shares of Common Stock of the Company, representing 0.01% of the total number of shares outstanding as of December 31, 2022.
The Company and each of the persons listed above (“Holders”) have entered into a stockholders agreement which contains, among other things, certain restrictions with respect to the transferability of certain shares of Common Stock held by the Holders, certain provisions regarding the election of directors, certain registration rights granted by the Company with respect to certain shares held by the Holders and certain provisions which may require a Holder to transfer stock in certain circumstances.
Item 5. Ownership of Five Percent or Less of a Class:
Not Applicable.
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:
See Item 4 above.
Item 9. Notice of Dissolution of Group:
Not Applicable.
Item 10. Certification:
Not applicable.
SIGNATURES
After reasonable inquiry and to the best knowledge and belief of each of the undersigned, each of the undersigned certifies that the information set forth in this statement with respect to such person is true, complete and correct.
Date: February 14, 2023
| | |
|
| /s/ BRUCE LEEDS |
| Bruce Leeds |
|
| /s/ RICHARD LEEDS |
| Richard Leeds |
| |
| /s/ ROBERT LEEDS |
| Robert Leeds |
|
/s/ DAVID LEEDS |
| David Leeds |
|
/s/ NANCY LEEDS-BUNT |
| Nancy Leeds-Bunt |
|
/s/ CAROL LEEDS |
Carol Leeds |
|
| /s/ JAKE BUNT |
| Jake Bunt |
|
/s/ MICHELE ROSENBERG |
Michele Rosenberg |
|
GENERATION PARTNERS, L.P. |
BY: 2ND GENERATION PARTNERS LLC, GENERAL PARTNER |
|
By: /s/ BRUCE LEEDS |
| Bruce Leeds, as Member |
|
By: /s/ RICHARD LEEDS |
| Richard Leeds, as Member |
|
By: /s/ ROBERT LEEDS |
| Robert Leeds, as Member |
| | |
|
2ND GENERATION PARTNERS LLC |
|
By: /s/ BRUCE LEEDS |
| Bruce Leeds, as Member |
|
By: /s/ RICHARD LEEDS |
| Richard Leeds, as Member |
|
By: /s/ ROBERT LEEDS |
| Robert Leeds, as Member |
| | |
ASPIRE PARTNERS L.P. |
BY: ASPIRE PARTNERS LLC, GENERAL PARTNER |
|
By: /s/ BRUCE LEEDS |
| Bruce Leeds, as Member |
|
By: /s/ RICHARD LEEDS |
| Richard Leeds, as Member |
|
By: /s/ ROBERT LEEDS |
| Robert Leeds, as Member |
| | |
|
BRUCE LEEDS DECLARATION OF TRUST |
|
By: /s/ BRUCE LEEDS |
| Bruce Leeds, as Trustee |
|
BRUCE LEEDS 2008 FAMILY TRUST |
|
By: /s/ RICHARD LEEDS |
| Richard Leeds, as Trustee |
|
By: /s/ ROBERT LEEDS |
| Robert Leeds, as Trustee |
|
By: /s/ MICHELE ROSENBERG |
| Michele Rosenberg, as Trustee |
|
|
|
| | |
|
BRUCE LEEDS IRREVOCABLE TRUST |
|
By: /s/ RICHARD LEEDS |
| Richard Leeds, as Trustee |
|
By: /s/ ROBERT LEEDS |
| Robert Leeds, as Trustee |
|
By: /s/ MICHELE ROSENBERG |
| Michele Rosenberg, as Trustee |
| | |
|
| JAMIE LEEDS TRUST UA DTD 5/2/2008 |
| |
By: /s/ BRUCE LEEDS |
| Bruce Leeds, as Trustee |
|
STACEY LEEDS TRUST UA DTD 7/8/2008 |
|
By: /s/ BRUCE LEEDS |
| Bruce Leeds, as Trustee |
|
| STEVEN LEEDS TRUST UA DTD 5/2/2008 |
|
By: /s/ BRUCE LEEDS |
| Bruce Leeds, as Trustee |
|
| TRUST UWO MICHAEL LEEDS FBO BRUCE LEEDS |
|
By: /s/ RICHARD LEEDS |
Richard Leeds, as Trustee |
| | |
| BRUCE LEEDS 2011 FAMILY TRUST |
|
By: /s/ RICHARD LEEDS |
| Richard Leeds, as Trustee |
|
By: /s/ ROBERT LEEDS |
| Robert Leeds, as Trustee |
|
| | |
|
RICHARD LEEDS 2008 FAMILY TRUST |
| |
By: /s/ BRUCE LEEDS |
Bruce Leeds, as Trustee |
|
By: /s/ ROBERT LEEDS |
| Robert Leeds, as Trustee |
|
By: /s/ MICHELE ROSENBERG |
| Michele Rosenberg, as Trustee |
|
| RICHARD LEEDS IRREVOCABLE TRUST |
|
By: /s/ BRUCE LEEDS |
Bruce Leeds, as Trustee |
|
By: /s/ ROBERT LEEDS |
| Robert Leeds, as Trustee |
|
By: /s/ MICHELE ROSENBERG |
| Michele Rosenberg, as Trustee |
| | |
|
BRANDON LEEDS 2010 GRANTOR TRUST UA DTD 8/24/2010 |
|
By: /s/ RICHARD LEEDS |
| Richard Leeds, as Trustee |
| | |
|
HALLIE LEEDS 2020 TRUST UA DTD 12/22/2020 |
|
By: /s/ RICHARD LEEDS |
| Richard Leeds, as Trustee |
| | |
|
| JORDAN LEEDS 2016 TRUST UA DTD 1/22/2016 |
|
By: /s/ RICHARD LEEDS |
| Richard Leeds, as Trustee |
| | |
|
| KASEY LEEDS 2012 TRUST UA DTD 11/19/2012 |
|
By: /s/ RICHARD LEEDS |
| Richard Leeds, as Trustee |
|
| TRUST UWO MICHAEL LEEDS FBO RICHARD LEEDS |
|
By: /s/ ROBERT LEEDS |
| Robert Leeds, as Trustee |
| | |
RICHARD LEEDS 2011 FAMILY TRUST |
|
By: /s/ BRUCE LEEDS |
| Bruce Leeds, as Trustee |
|
By: /s/ ROBERT LEEDS |
| Robert Leeds, as Trustee |
| | |
|
GML PARTNERS, L.P. |
| |
| By: /s/ NANCY LEEDS-BUNT |
Nancy Leeds-Bunt, General Partner |
|
| | |
ROBERT LEEDS DECLARATION OF TRUST |
|
By: /s/ ROBERT LEEDS |
| Robert Leeds, as Trustee |
|
| ROBERT LEEDS 2008 FAMILY TRUST |
|
By: /s/ BRUCE LEEDS |
Bruce Leeds, as Trustee |
|
By: /s/ RICHARD LEEDS |
| Richard Leeds, as Trustee |
|
By: /s/ MICHELE ROSENBERG |
| Michele Rosenberg, as Trustee |
| | |
ROBERT LEEDS IRREVOCABLE TRUST |
|
By: /s/ BRUCE LEEDS |
Bruce Leeds, as Trustee |
|
By: /s/ RICHARD LEEDS |
| Richard Leeds, as Trustee |
|
By: /s/ MICHELE ROSENBERG |
| Michele Rosenberg, as Trustee |
| | |
ALEX LEEDS TRUST U/A/D/ 09/05/2014 |
|
By: /s/ ROBERT LEEDS |
| Robert Leeds, as Trustee |
|
ANDREW LEEDS TRUST U/A/D/ 05/20/2005 |
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By: /s/ ROBERT LEEDS |
| Robert Leeds, as Trustee |
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| JESSICA LEEDS TRUST U/A/D 12/17/2004 |
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By: /s/ ROBERT LEEDS |
| Robert Leeds, as Trustee |
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| MATTHEW LEEDS 2010 TRUST U/A/D/ 1/4/2010 |
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By: /s/ ROBERT LEEDS |
| Robert Leeds, as Trustee |
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| TRUST UWO MICHAEL LEEDS FBO ROBERT LEEDS |
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By: /s/ RICHARD LEEDS |
| Richard Leeds, as Trustee |
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ROBERT LEEDS 2011 FAMILY TRUST |
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By: /s/ BRUCE LEEDS |
| Bruce Leeds, as Trustee |
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By: /s/ RICHARD LEEDS |
| Richard Leeds, as Trustee |
| | |
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ALEX LEEDS 2021 TRUST |
| |
By: /s/ RICHARD LEEDS |
| Richard Leeds, as Trustee |
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By: /s/ ROBERT LEEDS |
| Robert Leeds, as Trustee |
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| ANDREW LEEDS 2021 TRUST |
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By: /s/ RICHARD LEEDS |
| Richard Leeds, as Trustee |
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By: /s/ ROBERT LEEDS |
| Robert Leeds, as Trustee |
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| BRANDON LEEDS 2021 TRUST |
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By: /s/ RICHARD LEEDS |
| Richard Leeds, as Trustee |
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By: /s/ ROBERT LEEDS |
| Robert Leeds, as Trustee |
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| HALLIE LEEDS 2021 TRUST |
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By: /s/ RICHARD LEEDS |
| Richard Leeds, as Trustee |
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By: /s/ ROBERT LEEDS |
| Robert Leeds, as Trustee |
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| JAMIE LYNN MELTSNER 2021 TRUST |
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By: /s/ BRUCE LEEDS |
| Bruce Leeds, as Trustee |
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By: /s/ ROBERT LEEDS |
| Robert Leeds, as Trustee |
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| JESSICA ROSEN 2021 TRUST |
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By: /s/ RICHARD LEEDS |
| Richard Leeds, as Trustee |
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By: /s/ ROBERT LEEDS |
| Robert Leeds, as Trustee |
| | |
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| JORDAN LEEDS 2021 TRUST |
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By: /s/ RICHARD LEEDS |
| Richard Leeds, as Trustee |
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By: /s/ ROBERT LEEDS |
| Robert Leeds, as Trustee |
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| KASEY LEEDS 2021 TRUST |
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By: /s/ RICHARD LEEDS |
| Richard Leeds, as Trustee |
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By: /s/ ROBERT LEEDS |
| Robert Leeds, as Trustee |
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MATTHEW LEEDS 2021 TRUST |
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By: /s/ RICHARD LEEDS |
| Richard Leeds, as Trustee |
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By: /s/ ROBERT LEEDS |
| Robert Leeds, as Trustee |
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| STACEY LEEDS COHEN 2021 TRUST |
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By: /s/ BRUCE LEEDS |
| Bruce Leeds, as Trustee |
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By: /s/ ROBERT LEEDS |
| Robert Leeds, as Trustee |
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| STEVEN LEEDS 2021 TRUST |
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By: /s/ BRUCE LEEDS |
| Bruce Leeds, as Trustee |
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By: /s/ ROBERT LEEDS |
| Robert Leeds, as Trustee |
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| | |
| PAUL LEEDS MARITAL TR U/A DTD 10/24/2006 FBO ROBERTA LEEDS |
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By: /s/ BRUCE LEEDS |
| Bruce Leeds, as Trustee |
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By: /s/ RICHARD LEEDS |
| Richard Leeds, as Trustee |
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| PAUL LEEDS GST TR U/A DTD 10/24/2006 FBO NANCY LEEDS |
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By: /s/ BRUCE LEEDS |
| Bruce Leeds, as Trustee |
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By: /s/ RICHARD LEEDS |
| Richard Leeds, as Trustee |
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| PAUL LEEDS GST TR U/A DTD 10/24/2006 FBO DAVID LEEDS |
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By: /s/ BRUCE LEEDS |
| Bruce Leeds, as Trustee |
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By: /s/ RICHARD LEEDS |
| Richard Leeds, as Trustee |
