UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
13D
(Rule
13d-101)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
§ 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§
240.13d-2(a)
(Amendment
No. 5)1
Scott’s
Liquid Gold-Inc.
(Name
of Issuer)
Common
Stock, par value $0.10 per share
(Title
of Class of Securities)
810202101
(CUSIP
Number)
DANIEL
J. ROLLER
MARAN
CAPITAL MANAGEMENT, LLC
250
Fillmore Street, Suite 150
Denver,
CO 80206
SEBASTIAN
ALSHEIMER, ESQ.
WILSON
SONSINI GOODRICH & ROSATI
1301
Avenue of the Americas
New
York, New York 10019
(212)
999-5800
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
July 18, 2023
(Date
of Event Which Requires Filing of This Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D
and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐.
Note.
Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
(Continued
on following pages)
1
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 on 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).
1 |
NAME
OF REPORTING PERSONS
Maran
Partners Fund, LP |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) ☐
(b)
☒ |
3 |
SEC
USE ONLY
|
4 |
SOURCE
OF FUNDS
WC |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER
-
0 - |
8 |
SHARED
VOTING POWER
4,214,150 |
9 |
SOLE
DISPOSITIVE POWER
-
0 - |
10 |
SHARED
DISPOSITIVE POWER
4,214,150 |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,214,150 |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33% |
14 |
TYPE
OF REPORTING PERSON
PN |
1 |
NAME
OF REPORTING PERSONS
Maran
Partners GP, LLC |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) ☐
(b)
☒ |
3 |
SEC
USE ONLY
|
4 |
SOURCE
OF FUNDS
AF |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER
-
0 - |
8 |
SHARED
VOTING POWER
4,214,150 |
9 |
SOLE
DISPOSITIVE POWER
-
0 - |
10 |
SHARED
DISPOSITIVE POWER
4,214,150 |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,214,150 |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33% |
14 |
TYPE
OF REPORTING PERSON
IA,
OO |
1 |
NAME
OF REPORTING PERSONS
Maran
SPV, LP |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) ☐
(b)
☒ |
3 |
SEC
USE ONLY
|
4 |
SOURCE
OF FUNDS
WC |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER
-
0 - |
8 |
SHARED
VOTING POWER
840,000 |
9 |
SOLE
DISPOSITIVE POWER
-
0 - |
10 |
SHARED
DISPOSITIVE POWER
840,000 |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
840,000 |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.6% |
14 |
TYPE
OF REPORTING PERSON
PN |
1 |
NAME
OF REPORTING PERSONS
Maran
SPV GP, LLC |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) ☐
(b)
☒ |
3 |
SEC
USE ONLY
|
4 |
SOURCE
OF FUNDS
AF |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
COLORADO |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER
-
0 - |
8 |
SHARED
VOTING POWER
840,000 |
9 |
SOLE
DISPOSITIVE POWER
-
0 - |
10 |
SHARED
DISPOSITIVE POWER
840,000 |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
840,000 |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.6% |
14 |
TYPE
OF REPORTING PERSON
OO |
1 |
NAME
OF REPORTING PERSONS
Maran
Capital Management, LLC |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) ☐
(b)
☒ |
3 |
SEC
USE ONLY
|
4 |
SOURCE
OF FUNDS
AF |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER
-
0 - |
8 |
SHARED
VOTING POWER
5,144,150 |
9 |
SOLE
DISPOSITIVE POWER
-
0 - |
10 |
SHARED
DISPOSITIVE POWER
5,144,150 |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,144,150 |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.2% |
14 |
TYPE
OF REPORTING PERSON
IA,
OO |
1 |
NAME
OF REPORTING PERSONS
Daniel
J. Roller |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) ☐
(b)
☒ |
3 |
SEC
USE ONLY
|
4 |
SOURCE
OF FUNDS
AF |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
UNITED
STATES OF AMERICA |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER
100,000 |
8 |
SHARED
VOTING POWER
5,144,150 |
9 |
SOLE
DISPOSITIVE POWER
100,000 |
10 |
SHARED
DISPOSITIVE POWER
5,144,150 |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,244,150 |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41% |
14 |
TYPE
OF REPORTING PERSON
IN,
HC |
The
following constitutes Amendment No. 5 to the Schedule 13D filed by the undersigned (“Amendment No. 5”). This Amendment No.
5 amends the Schedule 13D as specifically set forth herein.
Item
3. |
Source
and Amount of Funds or Other Consideration. |
Item
3 is hereby amended and restated to read as follows:
The securities purchased by each of Maran Partners LP, Maran SPV and Mr.
Roller were purchased with working capital in open market purchases as set forth in Schedule A, which is incorporated by reference herein.
The aggregate purchase price of the 4,214,150 shares of Common Stock directly
owned by Maran Partners LP is approximately $2,068,513, including brokerage commissions. The aggregate purchase price of the 840,000 shares
of Common Stock directly owned by Maran SPV is approximately $1,391,460, including brokerage commissions. The aggregate purchase price
of the 90,000 shares of Common Stock directly owned by Mr. Roller is approximately $29,700, including brokerage commissions. No part of
the purchase price represents borrowed funds.
The 100,000 shares of Common Stock beneficially owned by Mr. Roller represent
shares of Common Stock that were granted to Mr. Roller by the Issuer in his capacity as a director of the Issuer.
Item
4. |
Purpose
of Transaction. |
Item
4 is hereby amended to add the following:
On July 18, 2023, Maran Partners LP and Mr. Roller entered into a Common
Stock Transfer Agreement (the “Agreement”) with Aaron Granovitz and the other sellers listed (the “Sellers”) on
the signature page to the Agreement, pursuant to which the Sellers agreed to sell all the 794,067 shares of Common Stock collectively
beneficially owned by the Sellers to Maran Partners LP and Mr. Roller, subject to the terms and conditions of the Agreement. The Agreement
closed on July 18, 2023 and the purchase of the shares of Common Stock reported herein was undertaken pursuant to the Agreement. Maran
Partners LP and Mr. Roller purchased the 794,067 shares of Common Stock for $0.33 per share for total consideration of $262,042.11.
Item
5. |
Interest
in Securities of the Issuer. |
Items
5(a) – (c) are hereby amended as follows:
The
aggregate percentage of shares of Common Stock reported owned by each person named herein is based upon 12,797,423 shares outstanding,
as of May 7, 2023, which is the total number of shares outstanding as reported in the Corporation’s Quarterly Report on Form 10-Q
filed with the Securities and Exchange Commission on May 8, 2023.
|
(a) |
As of the date hereof, Maran Partners LP directly owned 4,214,150 shares
of Common Stock. |
Percentage:
Approximately 33%
|
(b) |
1.
Sole power to vote or direct vote: 0 |
|
|
2.
Shared power to vote or direct vote: 4,214,150 |
|
|
3.
Sole power to dispose or direct the disposition: 0 |
|
|
4.
Shared power to dispose or direct the disposition: 4,214,150 |
|
(c) |
The transactions in the Common Stock by Maran Partners LP since the filing
of Amendment No. 4 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
|
(a) |
Maran Partners GP, as the general partner of Maran Partners LP, may be deemed
to beneficially own the 4,214,150 shares of Common Stock owned directly by Maran Partners LP. |
Percentage:
Approximately 33%
|
(b) |
1.
Sole power to vote or direct vote: 0 |
|
|
2.
Shared power to vote or direct vote: 4,214,150 |
|
|
3.
Sole power to dispose or direct the disposition: 0 |
|
|
4.
Shared power to dispose or direct the disposition: 4,214,150 |
|
(c) |
Maran Partners GP has not entered into any transactions in the Common Stock
since the filing of Amendment No. 4 to the Schedule 13D. |
|
(a) |
As
of the date hereof, Maran SPV directly owned 840,000 shares of Common Stock. |
Percentage:
Approximately 6.6%
|
(b) |
1.
Sole power to vote or direct vote: 0 |
|
|
2.
Shared power to vote or direct vote: 840,000 |
|
|
3.
Sole power to dispose or direct the disposition: 0 |
|
|
4.
Shared power to dispose or direct the disposition: 840,000 |
|
(c) |
Maran SPV has not entered into any transactions in the Common Stock since the filing of Amendment No. 4 to the Schedule 13D. |
|
(a) |
Maran
SPV GP, as the general partner of Maran SPV, may be deemed to beneficially own the 840,000 shares of Common Stock owned directly
by Maran SPV. |
Percentage:
Approximately 6.6%
|
(b) |
1.
Sole power to vote or direct vote: 0 |
|
|
2.
Shared power to vote or direct vote: 840,000 |
|
|
3.
Sole power to dispose or direct the disposition: 0 |
|
|
4.
Shared power to dispose or direct the disposition: 840,000 |
|
(c) |
Maran SPV GP has not entered into any transactions in the Common Stock since
the filing of Amendment No. 4 to the Schedule 13D. |
E. |
Maran
Capital Management |
|
(a) |
Maran Capital Management, as the investment manager of Maran Partners LP
and Maran SPV, may be deemed to beneficially own the (i) 4,214,150 shares of Common Stock owned directly by Maran Partners LP, (ii) 840,000
shares of Common Stock owned directly by Maran SPV and (iii) 90,000 shares of Common Stock owned directly by Mr. Roller. |
Percentage:
Approximately 40.2%
|
(b) |
1.
Sole power to vote or direct vote: 0 |
|
|
2.
Shared power to vote or direct vote: 5,144,150 |
|
|
3.
Sole power to dispose or direct the disposition: 0 |
|
|
4.
Shared power to dispose or direct the disposition: 5,144,150 |
|
(c) |
Maran Capital Management has not entered into any transactions in the Common
Stock since the filing of Amendment No. 4 to the Schedule 13D. |
|
(a) |
Mr. Roller directly beneficially owns 190,000 shares of Common Stock. Mr.
Roller, as the sole managing member of each of Maran Capital Management, Maran Partners GP and Maran SPV GP, may be deemed to beneficially
own the (i) 4,214,150 shares of Common Stock owned directly by Maran Partners LP and (ii) 840,000 shares of Common Stock owned directly
by Maran SPV. |
Percentage:
Approximately 41%
|
(b) |
1.
Sole power to vote or direct vote: 100,000 |
|
|
2.
Shared power to vote or direct vote: 5,144,150 |
|
|
3.
Sole power to dispose or direct the disposition: 100,000 |
|
|
4.
Shared power to dispose or direct the disposition: 5,144,150 |
|
(c) |
The transactions in the Common Stock by Mr. Roller since the filing of Amendment
No. 4 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
The
filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities
Exchange Act of 1934, as amended, the beneficial owners of any securities of the Corporation that he or it does not directly own. Each
of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly
own.
Item
6. |
Contracts,
Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
Item
6 is hereby amended to add the following:
On July 18, 2023, Maran Partners LP, Mr. Roller and the Sellers entered
into the Agreement defined and described in Item 4 above and attached as Exhibit 99.1 hereto.
Item
7. |
Material
to be Filed as Exhibits. |
Item
7 is hereby amended to add the following exhibit:
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, each
of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated:
July 20, 2023
|
MARAN
PARTNERS FUND, LP |
|
|
|
|
By: |
Maran
Partners GP, LLC, its general partner |
|
|
|
|
By: |
/s/ Daniel
J. Roller |
|
Name: |
Daniel
J. Roller |
|
Title: |
Managing
Member |
|
MARAN
PARTNERS GP, LLC |
|
|
|
|
By: |
/s/ Daniel
J. Roller |
|
Name: |
Daniel
J. Roller |
|
Title: |
Managing
Member |
|
MARAN
SPV, LP |
|
|
|
By: |
Maran SPV
GP, LLC, its general partner |
|
|
|
|
By: |
/s/ Daniel
J. Roller |
|
Name: |
Daniel
J. Roller |
|
Title: |
Managing
Member |
|
MARAN
SPV GP, LLC |
|
|
|
|
By: |
/s/ Daniel
J. Roller |
|
Name: |
Daniel
J. Roller |
|
Title: |
Managing
Member |
|
MARAN
CAPITAL MANAGEMENT, LLC |
|
|
|
|
By: |
/s/
Daniel J. Roller |
|
Name: |
Daniel
J. Roller |
|
Title: |
Managing
Member |
|
/s/
Daniel J. Roller |
|
DANIEL
J. ROLLER |
SCHEDULE
A
Transactions in the Common Stock Since the Filing of Amendment No. 4 to the Schedule 13D
Nature
of Transaction |
|
Amount
of Securities
Purchased/(Sold) |
|
Price
($) |
|
Date
of
Purchase/Sale |
MARAN
PARTNERS FUND, LP
Purchase
of Common Stock |
|
704,067 |
|
—1 |
|
07/18/2023 |
DANIEL
J. ROLLER
Purchase of Common Stock |
|
55,000 |
|
—2 |
|
07/18/2023 |
Purchase of Common Stock |
|
35,000 |
|
—3 |
|
07/18/2023 |
1
Represents the purchase of shares of Common Stock from the Sellers, made pursuant to the Agreement referenced in Item 4 above, for an aggregate
purchase price of $232,342.11.
2
Represents the purchase of shares of Common Stock from the Sellers, made pursuant to the Agreement referenced in Item 4 above, for an aggregate
purchase price of $18,150.
3
Represents the purchase of shares of Common Stock from the Sellers, made pursuant to the Agreement referenced in Item 4 above, for an aggregate
purchase price of $11,550.
Exhibit 99.1
Scotts Liquid Gold (PK) (USOTC:SLGD)
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