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CUSIP No. 09074M103
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Page
2
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14
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SCHEDULE 13D
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1
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NAMES OF REPORTING PERSONS
First Pecos LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
x
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3
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SEC USE ONLY
|
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4
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SOURCE OF FUNDS
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
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7
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SOLE VOTING POWER
-0-
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|
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8
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SHARED VOTING POWER
463,200 shares
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9
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SOLE DISPOSITIVE POWER
-0-
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|
|
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|
10
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SHARED DISPOSITIVE POWER
463,200 shares
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
463,200
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.71 %
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14
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TYPE OF REPORTING PERSON*
OO
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CUSIP No. 09074M103
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Page
3
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14
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SCHEDULE 13D
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1
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NAMES OF REPORTING PERSONS
Banco Panamericano, Inc.
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2
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|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
x
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3
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SEC USE ONLY
|
|
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4
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SOURCE OF FUNDS
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
South Dakota
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
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|
SOLE VOTING POWER
-0-
|
|
|
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8
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SHARED VOTING POWER
416,239 shares
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9
|
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SOLE DISPOSITIVE POWER
-0-
|
|
|
|
|
10
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SHARED DISPOSITIVE POWER
416,239 shares
|
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11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
416,239 shares
|
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12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
¨
|
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.43 %
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14
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TYPE OF REPORTING PERSON*
CO
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CUSIP No. 09074M103
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Page
4
of
14
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SCHEDULE 13D
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1
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NAMES OF REPORTING PERSONS
Leslie Jabine
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
x
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3
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SEC USE ONLY
|
|
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4
|
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SOURCE OF FUNDS
PF
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5
|
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
US
|
|
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|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
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SOLE VOTING POWER
25,000 shares
|
|
|
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8
|
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SHARED VOTING POWER
-0-
|
|
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9
|
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SOLE DISPOSITIVE POWER
25,000 shares
|
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10
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SHARED DISPOSITIVE POWER
-0-
|
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11
|
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,000 shares
|
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12
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|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.01%
|
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14
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TYPE OF REPORTING PERSON*
IN
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CUSIP No. 09074M103
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Page
5
of
14
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SCHEDULE 13D
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1
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NAMES OF REPORTING PERSONS
Chip Greenblatt
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
x
|
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3
|
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SEC USE ONLY
|
|
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4
|
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SOURCE OF FUNDS
OO
|
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5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
|
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|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
-0-
|
|
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8
|
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SHARED VOTING POWER
879,439 shares
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9
|
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SOLE DISPOSITIVE POWER
-0-
|
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10
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SHARED DISPOSITIVE POWER
879,439 shares
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
879,439 shares
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.14 %
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14
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TYPE OF REPORTING PERSON*
IN
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CUSIP No. 09074M103
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Page
6
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14
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Item 1.
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Security and Issuer
|
The securities covered by this Schedule
13D are shares of common stock, par value $0.01 per share (the “Common Stock”), of Biostage, Inc., a Delaware corporation,
(the “
Issuer
”). The Issuer’s principal executive offices are located at 84 October Hill Road, Suite 11,
Holliston, MA 01746. For purposes of calculating the percentages of Common Stock owned, the Reporting Persons have assumed that
there were 17,108,968 shares of Common Stock outstanding as of August 10, 2016 (as reported in the Issuer’s Form 10-Q as
filed with the Securities and Exchange Commission on August 11, 2016).
|
Item 2.
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Identity and Background
|
(a), (b) The name and
business address of each of the Reporting Persons is as follows:
(i) First Pecos LLC,
a Texas limited liability company
330 South Wells St. #711
Chicago, IL 60606
(ii) Banco Panamericano,
Inc., a South Dakota corporation
330 South Wells St. #718
Chicago, IL 60606
(iii) Leslie Jabine
330 South Wells St. #711
Chicago, IL 60606
(iv) Chip Greenblatt
330 South Wells St.
#711
Chicago, IL 60606
Except for Mr. Greenblatt,
each Reporting Person disclaims beneficial ownership of securities of the Issuer, other than those reported herein as being owned
by such Reporting Person.
Mr. Greenblatt disclaims
beneficial ownership of the securities of the Issuer held by the Reporting Persons, except to the extent of his pecuniary interest
in the Reporting Persons, if any.
(c) Banco Panamericano,
Inc. is a wholly owned subsidiary of First Pecos LLC, each of which are engaged in the business of acquiring, holding and disposing
of investments in various companies
.
Mr. Greenblatt is the sole manager of First Pecos LLC and the sole director of Banco
Panamericano, Inc. Ms. Jabine is a beneficial owner of First Pecos LLC. Mr. Greenblatt and Ms. Jabine are husband and wife and
are investors.
(d) During the last five years, none of
the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, none of
the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and
as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
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CUSIP No. 09074M103
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Page
7
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14
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(f) Both of the individual Reporting Persons
are U.S. citizens. The place of organization for each of the other Reporting Persons is set forth in (a) of this Item 2.
The Reporting Persons may be deemed to be members of a “group”
for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934 (the “Act”). The Reporting Persons expressly
disclaim that they have agreed to act as a group other than as described in Item 6 below.
The Reporting Persons have entered into a Joint Filing Agreement,
dated as of September 8, 2016, a copy of which is attached hereto as
Exhibit A
to this Schedule 13D.
Item 3.
Source and Amount of Funds or Other Consideration
The shares of Common Stock acquired by the Reporting Persons
were purchased in a series of open market transactions utilizing available funds. With respect to Ms. Jabine, a natural person,
the shares of Common Stock were acquired with the personal funds of such Reporting Person. The shares of Common Stock held by First
Pecos LLC, of which Chip Greenblatt is the sole manager, were acquired with funds held by First Pecos LLC for the general purpose
of investing. The shares of Common Stock held by Banco Panamericano, Inc. of which Chip Greenblatt is the sole director, were acquired
with funds held by Banco Panamericano, Inc. for the general purpose of investing.
Item 4. Purpose of Transaction.
The Reporting Persons acquired the securities reported herein
solely for investment purposes and not with a view of distribution under the Securities Act. The Reporting Persons do not have,
as of the date of this Schedule 13D, any other plans or proposals that relate to or would result in any of the actions or events
specified in clauses (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons reserve the right to dispose of all or a
portion of their holdings of securities of the Issuer or to change their intention with respect to any or all of the matters referred
to in this Item 4.
The Reporting Persons expect to independently
evaluate on an ongoing basis the Issuer’s financial condition and prospects and their interest in, and intentions with respect
to, the Issuer and their investment in the securities of the Issuer, which review may be based on various factors, including whether
various strategic transactions have occurred or may occur, the Issuer’s business and financial condition, results of operations
and prospects, general economic and industry conditions, the securities markets in general and those for the Issuer’s securities
in particular, as well as other developments and other investment opportunities. Each of the Reporting Persons reserves the right
to change its intentions and develop plans or proposals at any time, as it deems appropriate. Each of the Reporting Persons may
at any time and from time to time, in the open market, in privately negotiated transactions or otherwise, acquire additional securities
of the Issuer, including Common Stock, dispose of all or a portion of the securities of the Issuer, including the Common Stock,
that the Reporting Persons now own or may hereafter acquire, and/or enter into derivative transactions with institutional counterparties
with respect to the Issuer’s securities. In addition, the Reporting Persons may engage in discussions with management, members
of the board of directors of the Issuer, shareholders of the Issuer and other relevant parties concerning the operations, management,
composition of the Issuer’s board of directors and management, ownership, capital structure, balance sheet management, strategy
and future plans of the Issuer, including the possibility of proposing one of more acquisitions, business combinations, mergers,
asset sales, asset purchases or other similar transactions involving the Issuer and other third parties.
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CUSIP No. 09074M103
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Page
8
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14
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Item 5. Interest in Securities
of the Issuer.
(a) and (b) The Reporting Persons may be
deemed to beneficially own, in the aggregate, 904,439 shares of Common Stock, representing approximately 5.3% of the Issuer’s
Common Stock outstanding. First Pecos LLC holds 463,200 shares of Common Stock or 2.71% of the outstanding Common Stock. Banco
Panamericano, Inc. holds 416,239 shares of Common Stock or 2.43 % of the outstanding Common Stock. Chip Greenblatt is the sole
manager of First Pecos LLC and the sole director of Banco Panamericano, Inc. Leslie Jabine holds 25,000 shares of Common Stock
or 0.01% of the outstanding Common Stock.
(c) During the 60-day period preceding the
filing of this Schedule 13D, the Reporting Persons identified below have purchased Shares in the open market as follows:
|
Name
|
Trade Date
|
Number of Shares Purchased
|
Avg. Price Per Share
|
|
Banco Panamericano, Inc.
Banco Panamericano, Inc.
Banco Panamericano, Inc.
Banco Panamericano, Inc.
Banco Panamericano, Inc.
Banco Panamericano, Inc.
Banco Panamericano, Inc.
Banco Panamericano, Inc.
Banco Panamericano, Inc.
Banco Panamericano, Inc.
Banco Panamericano, Inc.
Banco Panamericano, Inc.
Banco Panamericano, Inc.
Banco Panamericano, Inc.
Banco Panamericano, Inc.
Banco Panamericano, Inc.
|
07/20/16
07/21/16
07/22/16
07/25/16
07/26/16
07/27/16
07/27/16
07/27/16
07/28/16
07/28/16
07/28/16
08/02/16
08/03/16
08/04/16
08/29/16
08/31/16
|
1,861
9,772
8,367
5,000
12,800
5,000
6,200
100
1,000
1,500
5,576
1,114
3,310
3,500
4,000
1,500
|
$ 1.10
1.10
1.10
1.08
1.07
1.08
1.09
1.15
1.10
1.07
1.08
1.08
1.07
1.14
0.98
1.01
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|
CUSIP No. 09074M103
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Page
9
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|
Banco Panamericano, Inc.
Banco Panamericano, Inc.
Banco Panamericano, Inc.
Banco Panamericano, Inc.
Banco Panamericano, Inc.
Banco Panamericano, Inc.
Banco Panamericano, Inc.
Banco Panamericano, Inc.
Banco Panamericano, Inc.
Banco Panamericano, Inc.
Banco Panamericano, Inc.
Banco Panamericano, Inc.
Banco Panamericano, Inc.
Banco Panamericano, Inc.
Banco Panamericano, Inc.
Banco Panamericano, Inc.
Banco Panamericano, Inc.
Banco Panamericano, Inc.
Banco Panamericano, Inc,
Banco Panamericano, Inc.
Banco Panamericano, Inc.
Banco Panamericano, Inc.
Banco Panamericano, Inc.
Banco Panamericano, Inc.
Banco Panamericano, Inc.
Banco Panamericano, Inc.
Banco Panamericano, Inc.
Banco Panamericano, Inc.
Banco Panamericano, Inc.
Banco Panamericano, Inc.
Banco Panamericano, Inc.
|
07/29/16
08/01/16
08/02/16
08/02/16
08/03/16
08/03/16
08/04/16
08/04/16
08/08/16
08/09/16
08/09/16
08/09/16
08/10/16
08/10/16
08/11/16
08/11/16
08/11/16
08/12/16
08/15/16
08/17/16
08/18/16
08/18/16
08/18/16
08/18/16
08/19/16
08/19/16
08/19/16
08/19/16
08/22/16
08/23/16
08/24/16
|
9,739
3.359
2,623
5,000
4,018
5,000
5,000
1,003
3,997
5,000
820
5,000
5,000
4,180
5,000
4,137
5,000
6,700
5,000
5,000
10,000
5,000
161
2,294
5,000
6,708
5,000
9,226
5,000
1,143
4,631
|
$1.10
1.08
1.08
1.09
1.06
1.08
1.19
1.15
1.13
1.09
1.09
1.10
1.09
1.11
1.10
1.07
1.09
1.10
1.08
1.07
1.07
1.07
1.09
1.10
1.08
1.06
1.05
1.04
1.04
0.97
0.97
|
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CUSIP No. 09074M103
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Page
10
of
14
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|
Name
|
Trade Date
|
Number of Shares Purchased
|
Avg. Price Per Share
|
|
First Pecos LLC
First Pecos LLC
First Pecos LLC
First Pecos LLC
First Pecos LLC
First Pecos LLC
First Pecos LLC
First Pecos LLC
First Pecos LLC
First Pecos LLC
First Pecos LLC
First Pecos LLC
First Pecos LLC
First Pecos LLC
First Pecos LLC
First Pecos LLC
First Pecos LLC
First Pecos LLC
First Pecos LLC
First Pecos LLC
First Pecos LLC
First Pecos LLC
First Pecos LLC
First Pecos LLC
First Pecos LLC
First Pecos LLC
First Pecos LLC
First Pecos LLC
First Pecos LLC
First Pecos LLC
|
07/01/16
07/05/16
07/06/16
07/07/16
07/08/16
07/11/16
07/13/16
07/14/16
07/19/16
07/26/16
07/27/16
07/28/16
08/02/16
08/08/16
08/09/16
08/11/16
08/12/16
08/15/16
08/16/16
08/17/16
8/18/16
08/22/16
08/23/16
08/24/16
08/25/16
08/26/16
08/29/16
09/01/16
09/01/16
09/01/16
|
1,703
5,000
1,098
6,592
5,000
7,310
319
5,000
5,000
2,675
9,098
25,893
4,515
100
830
28,379
100
34,641
777
300
18,051
19,322
6,000
6,300
17,580
30,520
18,600
2,700
10,500
6,000
|
$ 1.15
1.15
1.11
1.13
1.15
1.10
1.08
1.08
1.09
1.08
1.10
1.10
1.09
1.11
1.08
1.14
1.08
1.08
1.08
1.07
1.08
1.02
0.99
0.96
0.94
0.93
0.94
1.04
1.10
1.07
|
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CUSIP No. 09074M103
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11
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(d) No other person is known by a Reporting
Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, securities
of the Issuer beneficially owned by any Reporting Person.
(e) Not applicable.
Item 6. Contracts, Arrangements,
Understandings or Relationships with Respect to Securities of the Issuer.
The Reporting Persons expect to independently
evaluate on an ongoing basis the Issuer’s financial condition and prospects and their interest in, and intentions with respect
to, the Issuer and their investment in the securities of the Issuer, which review may be based on various factors, including whether
various strategic transactions have occurred or may occur, the Issuer’s business and financial condition, results of operations
and prospects, general economic and industry conditions, the securities markets in general and those for the Issuer’s securities
in particular, as well as other developments and other investment opportunities. Each of the Reporting Persons reserves the right
to change its intentions and develop plans or proposals at any time, as it deems appropriate. Each of the Reporting Persons may
at any time and from time to time, in the open market, in privately negotiated transactions or otherwise, acquire additional securities
of the Issuer, including Common Stock, dispose of all or a portion of the securities of the Issuer, including the Common Stock,
that the Reporting Persons now own or may hereafter acquire, and/or enter into derivative transactions with institutional counterparties
with respect to the Issuer’s securities. In addition, the Reporting Persons may engage in discussions with management, members
of the board of directors of the Issuer, shareholders of the Issuer and other relevant parties concerning the operations, management,
composition of the Issuer’s board of directors and management, ownership, capital structure, balance sheet management, strategy
and future plans of the Issuer, including the possibility of proposing one of more acquisitions, business combinations, mergers,
asset sales, asset purchases or other similar transactions involving the Issuer and other third parties.
The Reporting Persons may be deemed to
be a “group” pursuant to Section 13(d)(3) of the Act. Neither the filing of this Schedule 13D nor any of its contents
shall be deemed to constitute an admission that the Reporting Persons or any of their respective affiliates are the beneficial
owners of any Common Stock beneficially owned by any of the Reporting Persons for purposes of Section 13(d) of the Act, the rules
promulgated thereunder or for any other purpose.
The information set forth in Item 4 of
this Schedule 13D is hereby incorporated by reference.
Item 7. Material to be filed as Exhibits.
Exhibit A
: Joint
Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.
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CUSIP No. 09074M103
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Page
12
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14
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SIGNATURE
After reasonable inquiry and to the best
of each Reporting Person’s knowledge and belief, the undersigned certifies that the information set forth in this statement
is true, complete and correct.
Dated: September 8, 2016
FIRST PECOS LLC
By:
/s/ Chip Greenblatt
Chip Greenblatt, Sole Manager
BANCO PANAMERICANO, INC.
By:
/s/ Chip Greenblatt
Chip Greenblatt, Sole Director
LESLIE JABINE, INDIVIDUALLY
/s/ Leslie Jabine
Leslie Jabine
CHIP GREENBLATT, INDIVIDUALLY
/s/ Chip Greenblatt
Chip Greenblatt
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CUSIP No. 09074M103
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Page
13
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14
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Exhibit A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the
Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement
on Schedule 13D with respect to the Common Stock, $0.01 par value per share of
Biostage, Inc.
beneficially owned by them
on a combined basis, and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filing. The
undersigned further agree that any amendments to such statement on Schedule 13D shall be filed jointly on behalf of each of them
without the necessity of entering into additional joint filing agreements.
The undersigned further agree that each
party hereto is responsible for timely filing of such statement on Schedule 13D and any amendments thereto, and for the completeness
and accuracy of the information concerning such party contained therein; provided that no party is responsible for the completeness
or accuracy of the information concerning any other party, unless such party knows or has reason to believe that such information
is inaccurate.
The undersigned shall not be deemed to admit
that the undersigned was required to file a statement on Schedule 13D by reason of entering into this Joint Filing Agreement.
This Joint Filing Agreement may be executed
in one or more counterparts, each of which shall be deemed to be an original instrument, but all of such counterparts together
shall constitute but one agreement.
Any liability of a trust or trustee hereunder
shall not be a personal liability of any trustee, grantor or beneficiary thereof, and any recourse against a trustee shall be solely
against the assets of the pertinent trust.
Signature Page Follows
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CUSIP No. 09074M103
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Page
14
of
14
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In evidence thereof the undersigned, being
duly authorized, hereby execute this Joint Filing Agreement as of this 8
th
day of September, 2016.
FIRST PECOS LLC
By:
/s/ Chip Greenblatt
Chip Greenblatt, Sole Manager
BANCO PANAMERICANO, INC.
By:
/s/ Chip Greenblatt
Chip Greenblatt, Sole Director
LESLIE JABINE, INDIVIDUALLY
/s/ Leslie Jabine
Leslie Jabine
CHIP GREENBLATT, INDIVIDUALLY
/s/ Chip Greenblatt
Chip Greenblatt