Form SC 13G - Statement of Beneficial Ownership by Certain Investors
24 September 2024 - 10:46AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13G
(Rule
13d-102)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT
TO RULE 13d-2(b)
(Amendment
No. _)*
PAVMED
INC.
(Name
of Issuer)
Common
Stock, $0.001 par value per share
(Title
of Class of Securities)
70387R403
(CUSIP
Number)
August
30, 2024
(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 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 (“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).
| CUSIP
No. 70387R403 |
|
Schedule
13G |
|
Page
2 of 6 |
| 1 |
NAMES
OF REPORTING PERSONS
Anthony
Dubreville |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(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
606,259 |
| 6 |
SHARED
VOTING POWER
0 |
| 7 |
SOLE
DISPOSITIVE POWER
606,259 |
| 8 |
SHARED
DISPOSITIVE POWER
0 |
| 9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
606,259 |
| 10 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)
☐
|
| 11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.5% |
| 12 |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
| CUSIP
No. 70387R403 |
|
Schedule
13G |
|
Page
3 of 6 |
| 1 |
NAMES
OF REPORTING PERSONS
Dubreville
Family Trust |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(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
556,807 |
| 6 |
SHARED
VOTING POWER
0 |
| 7 |
SOLE
DISPOSITIVE POWER
556,807 |
| 8 |
SHARED
DISPOSITIVE POWER
0 |
| 9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
556,807 |
| 10 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)
☐
|
| 11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.0% |
| 12 |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
| CUSIP No. 70387R403 |
|
Schedule 13G |
|
Page 4 of
6 |
| Item
1(a). |
Name
of Issuer: |
| |
|
| |
PAVmed
Inc. (the “Issuer”) |
| |
|
| Item
1(b). |
Address
of Issuer’s Principal Executive Offices: |
| |
|
| |
360
Madison Avenue, 25th Floor, New York, New York 10017 |
| |
|
| Item
2(a). |
Name
of Person Filing: |
| |
|
| |
This
Statement is filed by Anthony Dubreville and The Dubreville Family Trust (the “Reporting Persons”). Mr. Dubreville is
the trustee of The Dubreville Family Trust. As such, Mr. Dubreville may be deemed to have sole power to vote and dispose of
the shares of the Issuer directly owned by The Dubreville Family Trust. Accordingly, the 606,259 shares of Common Stock reported
as beneficially owned by Mr. Dubreville includes the 556,807 shares of Common Stock beneficially owned by The Dubreville Family Trust. |
| |
|
| Item
2(b). |
Address
of Principal Business Office or, if None, Residence: |
| |
|
| |
The
address of the principal business office of the Reporting Persons is c/o Graubard Miller, 405 Lexington Avenue, 44th Floor,
New York, New York 10174. |
| |
|
| Item
2(c). |
Citizenship: |
| |
|
| |
Mr.
Dubreville is a citizen of the United States of America. The Dubreville Family Trust is a trust formed under the laws of California. |
| |
|
| Item
2(d). |
Title
of Class of Securities: |
| |
|
| |
Common
Stock, par value $0.001 per share, of the Issuer (the “Common Stock”) |
| |
|
| Item
2(e). |
CUSIP
Number: |
| |
|
| |
70387R403 |
| |
|
| Item
3. |
If
This Statement is Filed Pursuant to Rules 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: |
| |
(a) |
☐ |
Broker
or dealer registered under Section 15 of the Exchange Act; |
| |
|
|
|
| |
(b) |
☐ |
Bank
as defined in Section 3(a)(6) of the Exchange Act; |
| |
|
|
|
| |
(c) |
☐ |
Insurance
company as defined in Section 3(a)(19) of the Exchange Act; |
| |
|
|
|
| |
(d) |
☐ |
Investment
company registered under Section 8 of the Investment Company Act; |
| |
|
|
|
| |
(e) |
☐ |
An
investment adviser in accordance with Rule 13d-1(b)(ii)(E); |
| |
|
|
|
| |
(f) |
☐ |
An
employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); |
| |
|
|
|
| |
(g) |
☐ |
A
parent holding company or control person in accordance with Rule 13d-1(b)(ii)(G); |
| |
|
|
|
| |
(h) |
☐ |
A
savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; |
| |
|
|
|
| |
(i) |
☐ |
A
church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; |
| |
|
|
|
| |
(j) |
☐ |
A
non-U.S. institution, in accordance with Rule 13d-1(b)(1)(ii)(J); or |
| |
|
|
|
| |
(k) |
☐ |
Group,
in accordance with Rule 13d-1(b)(1)(ii)(K). |
| |
|
|
|
| |
If
filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: _______________ |
| CUSIP
No. 70387R403 |
|
Schedule
13G |
|
Page
5 of 6 |
| Item
4. |
Ownership: |
| |
|
| |
(a) |
Amount
Beneficially Owned: |
| |
|
|
| |
|
Mr.
Dubreville: 606,259 shares |
| |
|
The
Dubreville Family Trust: 556,807 shares |
| |
|
|
| |
(b) |
Percent
of Class: |
| |
|
|
| |
|
Mr.
Dubreville: 5.5% |
| |
|
The
Dubreville Family Trust: 5.0% |
| |
|
|
| |
(c) |
Number
of shares as to which the person has |
| |
(i) |
Sole
power to vote or direct the vote: |
| |
|
|
| |
|
Mr.
Dubreville: 606,259 shares |
| |
|
The
Dubreville Family Trust: 556,807 shares |
| |
|
|
| |
(ii) |
Shared
power to vote or direct the vote: |
| |
|
|
| |
|
Mr.
Dubreville: 0 shares |
| |
|
The
Dubreville Family Trust: 0 shares |
| |
|
|
| |
(iii) |
Sole
power to dispose or direct the disposition: |
| |
|
|
| |
|
Mr.
Dubreville: 606,259 shares |
| |
|
The
Dubreville Family Trust: 556,807 shares |
| |
|
|
| |
(iv) |
Shared
power to dispose or direct the disposition: |
| |
|
|
| |
|
Mr.
Dubreville: 0 shares |
| |
|
The
Dubreville Family Trust: 0 shares |
| Item
5. |
Ownership
of Five Percent 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: ☐ |
| |
|
| Item
6. |
Ownership
of More than Five Percent on Behalf of Another Person: |
| |
|
| |
None. |
| |
|
| Item
7. |
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person: |
| |
|
| |
None. |
| |
|
| Item
8. |
Identification
and Classification of Members of the Group: |
| |
|
| |
None. |
| |
|
| Item
9. |
Notice
of Dissolution of Group: |
| |
|
| |
None. |
| |
|
| 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. |
| CUSIP
No. 70387R403 |
|
Schedule
13G |
|
Page
6 of 6 |
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:
September 23, 2024
| |
/s/ Anthony Dubreville |
| |
Anthony Dubreville |
| |
|
|
| |
THE
DUBREVILLE FAMILY TRUST |
| |
|
|
| |
By: |
/s/
Anthony Dubreville |
| |
Name:
|
Anthony
Dubreville |
| |
Title:
|
Trustee |
EXHIBIT
A
AGREEMENT
REGARDING JOINT FILING
OF
STATEMENT ON SCHEDULE 13D OR 13G
The
undersigned agree to file jointly with the Securities and Exchange Commission (the “SEC”) any and all statements on Schedule
13D or Schedule 13G (and any amendments or supplements thereto) required under section 13(d) of the Securities Exchange Act of 1934,
as amended, in connection with purchases and sales by the undersigned of the securities of PAVmed Inc. until such time as the undersigned
file with the SEC a statement terminating this Agreement Regarding Joint Filing of Statement on Schedule 13D or 13G.
Dated:
September 23, 2024
| |
/s/
Anthony Dubreville |
| |
Anthony Dubreville |
| |
|
|
| |
THE
DUBREVILLE FAMILY TRUST |
| |
|
|
| |
By: |
/s/
Anthony Dubreville |
| |
Name:
|
Anthony
Dubreville |
| |
Title:
|
Trustee |
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