Amended Statement of Ownership (sc 13g/a)
February 14 2020 - 12:12PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of
1934
(Amendment No. 1)*
Telaria,
Inc.
(Name of Issuer)
Common Stock, par value $0.0001
(Title of Class of Securities)
879181105
(CUSIP Number)
December 31, 2019
(Date of Event Which Requires Filing of
this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
☐
Rule 13d-1(b)
☒
Rule 13d-1(c)
☐
Rule 13d-1(d)
* 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 the disclosures provided in a prior cover page.
The information required in 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, as amended (“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).
Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications:
Rick A. Werner, Esq.
Haynes and Boone, LLP
30 Rockefeller Plaza
26th Floor
New York, NY 10112
(212) 659-4974
CUSIP No. 879181105
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1. Names of Reporting Persons.
Stone House Capital Management, LLC
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) þ
(b) ☐
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3. SEC Use Only
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4. Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
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5. Sole Voting Power
0
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6. Shared Voting Power
0
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7. Sole Dispositive Power
0
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8. Shared Dispositive Power
0
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
0
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10. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions) ☐
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11. Percent of Class Represented by Amount in Row (9)
0%
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12. Type of Reporting Person (See Instructions)
OO, IA
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CUSIP No. 879181105
|
1. Names of Reporting Persons.
SH Capital Partners, L.P.
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) þ
(b)
☐
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3. SEC Use Only
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4. Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
|
5. Sole Voting Power
0
|
6. Shared Voting Power
0
|
7. Sole Dispositive Power
0
|
8. Shared Dispositive Power
0
|
9. Aggregate Amount Beneficially Owned by Each Reporting Person
0
|
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%
|
12. Type of Reporting Person (See Instructions)
PN
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CUSIP No. 879181105
|
1. Names of Reporting Persons.
Mark Cohen
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) þ
(b)
☐
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3. SEC Use Only
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4. Citizenship or Place of Organization
United States
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
|
5. Sole Voting Power
0
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6. Shared Voting Power
0
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7. Sole Dispositive Power
0
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8. Shared Dispositive Power
0
|
9. Aggregate Amount Beneficially Owned by Each Reporting Person
0
|
10. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions) ☐
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11. Percent of Class Represented by Amount in Row (9)
0%
|
12. Type of Reporting Person (See Instructions)
IN, HC
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Item 1.
(a) Name
of Issuer
TELARIA, INC.
(b) Address
of Issuer’s Principal Executive Offices
222 Broadway, 16th
Floor, New York, New York 10038
Item 2.
(a) Name
of Person Filing
This
statement is jointly filed by and on behalf of each of Stone House Capital Management, LLC (“Stone House”),
SH Capital Partners, L.P. (“Partners”) and Mark Cohen. Partners was the record and direct beneficial
owner of the securities previously covered by this statement. Stone House Capital Management, LLC is the general partner and investment
manager of, and may have been deemed to beneficially own securities owned by, Partners. Mr. Cohen is the managing member of, and
may have been deemed to beneficially own securities owned by, Stone House.
Each reporting person
declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is,
for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this
statement.
Each reporting person
may be deemed to be a member of a group with respect to the issuer or securities of the issuer for the purposes of Section 13(d)
or 13(g) of the Act. Each of the reporting persons declares that neither the filing of this statement nor anything herein shall
be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i)
acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate, or
other group for the purpose of acquiring, holding, or disposing of securities of the issuer or otherwise with respect to the issuer
or any securities of the issuer or (ii) a member of any group with respect to the issuer or any securities of the issuer.
(b) Address
of Principal Business Office or, if none, Residence
The address of the
principal business office of each of the reporting persons is c/o Stone House Capital Management,
LLC, 950 Third Avenue, 17th Floor, New York, NY 10022.
(c) Citizenship
See Item 4 on the cover
page(s) hereto.
(d) Title
of Class of Securities
Common Stock, par value $0.0001
per share.
(e) CUSIP
Number
879181105
Item 3. If this statement is filed
pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is:
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(a)
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o
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A broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
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(b)
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o
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A bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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o
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An insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
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(d)
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o
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An investment company registered under Section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8);
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(e)
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o
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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o
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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o
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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o
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A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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o
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A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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o
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A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);
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(k)
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o
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A group, in accordance with §240.13d-1(b)(1)(ii)(K).
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If filing as a non-U.S. institution in
accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: _______________
Item 4. Ownership
(a) Amount
beneficially owned: See Item 9 on the cover page(s) hereto.
(b) Percent
of class: See Item 11 on the cover page(s) hereto.
(c) Number
of shares as to which such person has:
(i) Sole
power to vote or to direct the vote: See Item 5 on the cover page(s) hereto.
(ii) Shared
power to vote or to direct the vote: See Item 6 on the cover page(s) hereto.
(iii) Sole
power to dispose or to direct the disposition of: See Item 7 on the cover page(s) hereto.
(iv) Shared
power to dispose or to direct the disposition of: See Item 8 on the cover page(s) hereto.
Item 5. Ownership of 5% or Less of a Class
If this statement is
being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following þ.
Item 6. Ownership of More than 5% on Behalf of Another Person
Not Applicable
Item 7. Identification and Classification
of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person
Not Applicable
Item 8. Identification and Classification of Members of the Group
Not Applicable
Item 9. Notice of Dissolution of Group
Not Applicable
Item 10. Certifications
By signing below I
certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any transaction having that purpose or effect other than activities solely
in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date:
February 14, 2020
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STONE HOUSE CAPITAL MANAGEMENT, LLC
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By:
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/s/ Mark Cohen
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Name:
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Mark Cohen
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Title:
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Managing Member
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SH CAPITAL PARTNERS, L.P.
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By:
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Stone House Capital Management, LLC
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Its:
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General Partner
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By:
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/s/ Mark Cohen
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Name:
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Mark Cohen
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Title:
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Managing Member
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Mark Cohen
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/s/ Mark Cohen
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