CUSIP
NO. 47010C300
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Page
2 of
8 Pages
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1.
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NAMES
OF REPORTING PERSONS.
Jonathan M. Glaser
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b)
☐
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3.
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SEC
USE ONLY
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
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5.
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SOLE
VOTING POWER
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80,548
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6.
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SHARED
VOTING POWER
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599,942
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7.
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SOLE
DISPOSITIVE POWER
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80,548
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8.
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SHARED
DISPOSITIVE POWER
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599,942
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.
680,490
(1)
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10.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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☐
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.96%
(2)
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12.
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TYPE
OF REPORTING PERSON
IN
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(1)
Jonathan M. Glaser beneficially owns 680,490 shares of Common Stock of which 80,548 shares are held by the JMG Capital
Management LLC 401(k) Profit Sharing Plan (the “Profit Sharing Plan”), of which Mr. Glaser is the sole trustee.
21,500 shares are held by JLA Family Limited Partnership (“JLA”), of which The Jonathan & Nancy Glaser Family
Trust DTD 12/16/1998 (the “Trust”) serves as the General Partner. Mr. Glaser and Nancy Glaser are co-trustees of
the Trust, and thus, Mr. Glaser shares voting and dispositive power over such shares. 578,442 shares are held by Pacific
Capital Management, LLC, of which JMG Capital Management, Inc. (the “Manager”) serves as the managing member. The
Manager is wholly-owned by the Trust and Mr. Glaser serves as the sole director and president of the Manager. Mr. Glaser
disclaims any ownership of the shares of Common Stock held by the Profit Sharing Plan and this Schedule 13G should not be
deemed an admission that Mr. Glaser is the beneficial owner of the shares held by the Profit Sharing Plan for any
purpose.
(2)
Calculated based upon a total of 11,423,344 shares of Common Stock issued and outstanding as of May 15, 2018 (after giving
effect to the Issuer’s 1-for-15 reverse stock split that took effect on June 1, 2018), as reported in the
Issuer’s Form 10-Q for the quarterly period ended March 31, 2018, filed with the Securities and Exchange Commission on
May 15, 2018.
CUSIP
NO. 47010C300
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Page
3 of 8 Pages
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1.
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NAMES
OF REPORTING PERSONS.
Nancy E. Glaser
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b)
☐
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3.
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SEC
USE ONLY
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
|
|
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
|
|
|
|
5.
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SOLE
VOTING POWER
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0
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6.
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SHARED
VOTING POWER
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599,942
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7.
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SOLE
DISPOSITIVE POWER
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0
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8.
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SHARED
DISPOSITIVE POWER
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599,942
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.
599,942
(1)
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10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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☐
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.25%
(2)
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12.
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TYPE
OF REPORTING PERSON
IN
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(1)
Nancy Glaser beneficially owns 599,942 shares of Common Stock, of which 21,500 shares are held by JLA, of which the Trust
serves as the General Partner. Mrs. Glaser and Jonathan Glaser are co-trustees of the Trust, and thus, Mrs. Glaser shares
voting and dispositive power over such shares. 578,442 shares are held by Pacific Capital Management, LLC, of which the
Manager serves as the managing member. The Manager is wholly-owned by the Trust and Mr. Glaser serves as the sole director
and president of the Manager.
(2)
Calculated based upon a total of 11,423,344 shares of Common Stock issued and outstanding as of May 15, 2018 (after giving
effect to the Issuer’s 1-for-15 reverse stock split that took effect on June 1, 2018), as reported in the
Issuer’s Form 10-Q for the quarterly period ended March 31, 2018, filed with the Securities and Exchange Commission on
May 15, 2018.
CUSIP
NO. 47010C300
|
Page
4 of 8 Pages
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1.
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NAMES
OF REPORTING PERSONS.
The Jonathan & Nancy Glaser Family Trust DTD 12/16/1998
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|
|
|
|
|
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2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☐
|
|
|
|
3.
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SEC
USE ONLY
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|
|
|
4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
|
|
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
|
|
|
|
5.
|
SOLE
VOTING POWER
|
599,942
|
|
|
|
6.
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SHARED
VOTING POWER
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0
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7.
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SOLE
DISPOSITIVE POWER
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599,942
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8.
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SHARED
DISPOSITIVE POWER
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0
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.
599,942
(1)
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10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.25%
(2)
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12.
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TYPE
OF REPORTING PERSON
OO
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(1)
The Trust beneficially owns 599,942 shares of Common Stock, of which 21,500 shares are held by JLA, of which the Trust serves
as the General Partner; and 578,442 shares are held by Pacific Capital Management, LLC, of which the Manager serves as the
managing member. The Manager is wholly-owned by the Trust and Mr. Glaser serves as the sole director and president of the
Manager.
(3)
Calculated based upon a total of 11,423,344 shares of Common Stock issued and outstanding as of May 15, 2018 (after giving
effect to the Issuer’s 1-for-15 reverse stock split that took effect on June 1, 2018), as reported in the
Issuer’s Form 10-Q for the quarterly period ended March 31, 2018, filed with the Securities and Exchange Commission on
May 15, 2018.
CUSIP
NO. 47010C300
|
Page
5 of
8 Pages
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1.
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NAMES
OF REPORTING PERSONS.
Pacific Capital Management, LLC
|
|
|
|
|
|
|
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b)
☐
|
|
|
|
3.
|
SEC
USE ONLY
|
|
|
|
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
|
|
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
|
|
|
|
5.
|
SOLE
VOTING POWER
|
0
|
|
|
|
6.
|
SHARED
VOTING POWER
|
578,442
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|
|
|
7.
|
SOLE
DISPOSITIVE POWER
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0
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|
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8.
|
SHARED
DISPOSITIVE POWER
|
578,442
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9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.
578,442
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|
|
|
|
|
|
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.06%
(1)
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12.
|
TYPE
OF REPORTING PERSON
OO
|
|
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|
|
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(1)
Calculated based upon a total of 11,423,344 shares of Common Stock issued and outstanding as of May 15, 2018 (after giving
effect to the Issuer’s 1-for-15 reverse stock split that took effect on June 1, 2018), as reported in the
Issuer’s Form 10-Q for the quarterly period ended March 31, 2018, filed with the Securities and Exchange Commission on
May 15, 2018.
CUSIP
NO. 47010C300
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Page
6 of
8 Pages
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Item
1(a). Name of Issuer.
Jaguar
Health, Inc., a Delaware corporation (the “Issuer”).
Item
1(b). Address of Issuer’s Principal Executive Offices.
201
Mission Street, Suite 2375
San
Francisco, California 94105
Item
2(a). Name of Person Filing.
Jonathan
M. Glaser
Nancy
E. Glaser
The
Jonathan & Nancy Glaser Family Trust DTD 12/16/1998
Pacific Capital Management, LLC
Item
2(b). Address of Principal Business Office, or, if None, Residence.
11601
Wilshire Boulevard, Suite 2180, Los Angeles, CA 90025
Item
2(c). Citizenship.
United
States.
Item
2(d). Title of Class of Securities.
The
title of the class of securities to which this statement relates is the common stock of the Issuer, $0.0001 par value per share
(the “Common Stock”).
Item
2(e). CUSIP No.
47010C300
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Item
3.
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If
This Statement is Filed Pursuant to Rule 13d-1(b) or 13d-2(b), Check Whether the Person
Filing is a:
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Not
Applicable.
See
Items 5-9 and 11 of the cover page for each Reporting Person.
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Item
5.
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Ownership
of Five Percent or Less of a Class.
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If
this Schedule 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 ☐.
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Item
6.
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Ownership
of More than Five Percent on Behalf of Another Person.
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Not
Applicable.
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Item
7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on by
the Parent Holding Company or Control Person.
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Not
Applicable.
CUSIP
NO. 47010C300
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Page
7 of
8 Pages
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Item
8.
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Identification
and Classification of Members of the Group.
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Not
Applicable.
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Item
9.
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Notice
of Dissolution of Group.
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Not
Applicable.
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.
Exhibits.
Joint Filing Agreement attached as Exhibit 99.1
CUSIP
NO. 47010C300
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Page
8 of
8 Pages
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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.
Dated:
July 30, 2018
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/s/
Jonathan M. Glaser
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Jonathan M. Glaser
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/s/
Nancy E. Glaser
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Nancy E. Glaser
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The Jonathan & Nancy Glaser Family Trust
DTD
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12/16/1998
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/s/
Jonathan M. Glaser
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By: Jonathan M. Glaser, Co-Trustee
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/s/
Nancy E. Glaser
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By: Nancy E. Glaser, Co-Trustee
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Pacific Capital Management, LLC
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/s/
Jonathan M. Glaser
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By: JMG Capital Management, Inc., Managing Member
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By: Jonathan M. Glaser, Sole Director and President
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