Ocean Capital LLC
11/15/2024 | Press release | Distributed by Public on 11/15/2024 20:59
Amendment to Beneficial Ownership Report - Form SC 13D/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 20)*
Puerto Rico Residents Tax-Free Fund, Inc.
(Name of Issuer)
Common Shares, $0.01 par value
(Title of Class of Securities)
745274100
(CUSIP Number)
W. Heath Hawk
GAM Tower, 2 Tabonuco St., Suite 200
Guaynabo, Puerto Rico 00968
(770) 777-9373
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 15, 2024
(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 Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐
| * | 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).
|
CUSIP No. 745274100 |
|
1 |
NAME OF REPORTING PERSON Ocean Capital LLC |
| 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 ITEMS 2(d) OR 2(e) ☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Puerto Rico |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER 0 |
| 8 |
SHARED VOTING POWER 944,8671 |
|
| 9 |
SOLE DISPOSITIVE POWER 0 |
|
| 10 |
SHARED DISPOSITIVE POWER 944,867 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 944,867 |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.9%1 |
| 14 |
TYPE OF REPORTING PERSON OO |
| 1 |
The percentages used herein are calculated based upon 7,921,426 shares of common stock outstanding as of November 4, 2024, as disclosed in the Issuer's preliminary proxy statement (the "2024 Preliminary Proxy Statement") filed with the Securities and Exchange Commission on November 15, 2024. |
2
|
CUSIP No. 745274100 |
|
1 |
NAME OF REPORTING PERSON William Heath Hawk |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a): ☐ (b): ☐ |
| 3 |
SEC USE ONLY |
| 4 |
SOURCE OF FUNDS WC, PF |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER 0 |
| 8 |
SHARED VOTING POWER 961,8671 |
|
| 9 |
SOLE DISPOSITIVE POWER 0 |
|
| 10 |
SHARED DISPOSITIVE POWER 961,8671 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 961,867 |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.1%2 |
| 14 |
TYPE OF REPORTING PERSON IN |
| 1 |
Consisting of (i) 17,000 shares held in a joint account of Mr. Hawk and his spouse and (ii) 944,867 shares held by Ocean Capital LLC, which are deemed to be beneficially owned by Mr. Hawk in his capacity as managing member of Ocean Capital LLC. |
| 2 |
The percentages used herein are calculated based upon 7,921,426 shares of common stock outstanding as of November 4, 2024, as disclosed in the Issuer's 2024 Preliminary Proxy Statement. |
3
|
CUSIP No. 745274100 |
|
1 |
NAME OF REPORTING PERSON Brent D. Rosenthal |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a): ☐ (b): ☐ |
| 3 |
SEC USE ONLY |
| 4 |
SOURCE OF FUNDS |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER 0 |
| 8 |
SHARED VOTING POWER 0 |
|
| 9 |
SOLE DISPOSITIVE POWER 0 |
|
| 10 |
SHARED DISPOSITIVE POWER 0 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 0 |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% |
| 14 |
TYPE OF REPORTING PERSON IN |
4
|
CUSIP No. 745274100 |
|
1 |
NAME OF REPORTING PERSON José R. Izquierdo II |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a): ☐ (b): ☐ |
| 3 |
SEC USE ONLY |
| 4 |
SOURCE OF FUNDS |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER 0 |
| 8 |
SHARED VOTING POWER 0 |
|
| 9 |
SOLE DISPOSITIVE POWER 0 |
|
| 10 |
SHARED DISPOSITIVE POWER 0 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 0 |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% |
| 14 |
TYPE OF REPORTING PERSON IN |
5
|
CUSIP No. 745274100 |
|
1 |
NAME OF REPORTING PERSON Ethan A. Danial |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a): ☐ (b): ☐ |
| 3 |
SEC USE ONLY |
| 4 |
SOURCE OF FUNDS OO |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER 0 |
| 8 |
SHARED VOTING POWER 804,7071 |
|
| 9 |
SOLE DISPOSITIVE POWER 0 |
|
| 10 |
SHARED DISPOSITIVE POWER 804,7071 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 804,707 |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.2%2 |
| 14 |
TYPE OF REPORTING PERSON IN |
| 1 | Consisting of 804,707 shares owned by RAD Investments, LLC, which Mr. Danial, as one of its managers may be deemed to beneficially own. |
| 2 | The percentages used herein are calculated based upon 7,921,426 shares of common stock outstanding as of November 4, 2024, as disclosed in the Issuer's 2024 Preliminary Proxy Statement. |
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|
CUSIP No. 745274100 |
|
1 |
NAME OF REPORTING PERSON Mojdeh L. Khaghan |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a): ☐ (b): ☐ |
| 3 |
SEC USE ONLY |
| 4 |
SOURCE OF FUNDS |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER 0 |
| 8 |
SHARED VOTING POWER 0 |
|
| 9 |
SOLE DISPOSITIVE POWER 0 |
|
| 10 |
SHARED DISPOSITIVE POWER 0 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 0 |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% |
| 14 |
TYPE OF REPORTING PERSON IN |
7
|
CUSIP No. 745274100 |
|
1 |
NAME OF REPORTING PERSON Ian McCarthy |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a): ☐ (b): ☐ |
| 3 |
SEC USE ONLY |
| 4 |
SOURCE OF FUNDS |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER 0 |
| 8 |
SHARED VOTING POWER 0 |
|
| 9 |
SOLE DISPOSITIVE POWER 0 |
|
| 10 |
SHARED DISPOSITIVE POWER 0 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 0 |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% |
| 14 |
TYPE OF REPORTING PERSON IN |
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|
CUSIP No. 745274100 |
The following constitutes Amendment No. 20 ("Amendment No. 20") to the Schedule 13D filed by the undersigned with the Securities and Exchange Commission (the "SEC") on November 16, 2021, as amended by the Amendment No. 1 filed on December 8, 2021, Amendment No. 2 filed on March 17, 2022, Amendment No. 3 filed on April 28, 2022, Amendment No. 4 filed on June 7, 2022, Amendment No. 5 filed on June 14, 2022, Amendment No. 6 filed on November 4, 2022, Amendment No. 7 filed on November 22, 2022, Amendment No. 8 filed on December 23, 2022, Amendment No. 9 filed on February 13, 2023, Amendment No. 10 filed on July 6, 2023, Amendment No. 11 filed on July 28, 2023, Amendment No. 12 filed on August 3, 2023, Amendment No. 13 filed on September 14, 2023, Amendment No. 14 filed on October 23, 2023, Amendment No. 15 filed on December 19, 2023, Amendment No. 16 filed on January 17, 2024, Amendment No. 17 filed on July 10, 2024, Amendment No. 18 filed on September 30, 2024 and Amendment No. 19 filed on October 21, 2024 (collectively, the "Schedule 13D"). This Amendment No. 20 amends the Schedule 13D as specifically set forth herein. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Schedule 13D.
| Item 3. |
SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION |
Item 3 is hereby supplemented to add the following paragraph:
Between October 21, 2024 and November 15, 2024, RAD Investments, LLC purchased 37,316 shares of Common Stock on the open market at an average price of $1.45 per share of Common Stock, for a total cost of $54,157.05 (inclusive of broker fees). The shares of Common Stock were purchased with the general working capital of RAD Investments, LLC and are deemed beneficially owned by Mr. Danial in his capacity as one of the managers of RAD Investments, LLC.
| Item 4. | PURPOSE OF TRANSACTION |
Item 4 is hereby supplemented to add the following paragraph:
Ocean Capital intends to nominate director candidates to stand for election to the Board at the Issuer's 2024 annual meeting of stockholders.
| Item 5. | INTEREST IN SECURITIES OF THE ISSUER |
Item 5 is hereby amended and restated as follows:
(a) - (c) The aggregate percentage of shares of Common Stock reported to be owned is based upon 7,921,426 shares of Common Stock outstanding as of November 4, 2024, as disclosed in the Issuer's Preliminary Proxy Statement, filed with the SEC on November 15, 2024. In the aggregate, the Reporting Persons may be deemed to beneficially own 1,766,574 shares of Common Stock, representing approximately 22.3% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons expressly disclaims beneficial ownership of the Common Stock beneficially owned by the other Reporting Persons.
A. Ocean Capital LLC
| (i) | As of the close of business on November 15, 2024, Ocean Capital beneficially owned 944,867 shares of Common Stock. |
Percentage: Approximately 11.9%
| (ii) | 1. | Sole power to vote or direct vote: 0 |
| 2. | Shared power to vote or direct vote: 944,867 |
| 3. | Sole power to dispose or direct the disposition: 0 |
| 4. | Shared power to dispose or direct the disposition: 944,867 |
| (iii) | The transactions in the shares of Common Stock by Ocean Capital during the past sixty days are set forth in Schedule A and are incorporated herein by reference. |
9
|
CUSIP No. 745274100 |
B. William Heath Hawk
| (i) | As of the close of business on November 15, 2024, Mr. Hawk beneficially owned 961,867 shares of Common Stock. |
Percentage: Approximately 12.1%
| (ii) | 1. | Sole power to vote or direct vote: 0 |
| 2. | Shared power to vote or direct vote: 961,867 |
| 3. | Sole power to dispose or direct the disposition: 0 |
| 4. | Shared power to dispose or direct the disposition: 961,867 |
| (iii) | The transactions in the shares of Common Stock by Mr. Hawk during the past sixty days are set forth in Schedule A and are incorporated herein by reference. |
C. Brent D. Rosenthal
| (i) | As of the close of business on November 15, 2024, Mr. Rosenthal beneficially owned 0 shares of Common Stock. |
Percentage: 0.0%
| (ii) | 1. | Sole power to vote or direct vote: 0 |
| 2. | Shared power to vote or direct vote: 0 |
| 3. | Sole power to dispose or direct the disposition: 0 |
| 4. | Shared power to dispose or direct the disposition: 0 |
| (iii) | The transactions in the shares of Common Stock by Mr. Rosenthal during the past sixty days are set forth in Schedule A and are incorporated herein by reference. |
D. José R. Izquierdo II
| (i) | As of the close of business on November 15, 2024, Mr. Izquierdo beneficially owned 0 shares of Common Stock. |
Percentage: 0.0%
| (ii) | 1. | Sole power to vote or direct vote: 0 |
| 2. | Shared power to vote or direct vote: 0 |
| 3. | Sole power to dispose or direct the disposition: 0 |
| 4. | Shared power to dispose or direct the disposition: 0 |
| (iii) | The transactions in the shares of Common Stock by Mr. Izquierdo during the past sixty days are set forth in Schedule A and are incorporated herein by reference. |
10
|
CUSIP No. 745274100 |
E. Ethan A. Danial
| (i) | As of the close of business on November 15, 2024, Mr. Danial beneficially owned 804,707 shares of Common Stock. |
Percentage: Approximately 10.2%
| (ii) | 1. | Sole power to vote or direct vote: 0 |
| 2. | Shared power to vote or direct vote: 804,707 |
| 3. | Sole power to dispose or direct the disposition: 0 |
| 4. | Shared power to dispose or direct the disposition: 804,707 |
| (iii) | The transactions in the shares of Common Stock by Mr. Danial during the past sixty days are set forth in Schedule A and are incorporated herein by reference. |
F. Mojdeh L. Khaghan
| (i) | As of the close of business on November 15, 2024, Ms. Khaghan beneficially owned 0 shares of Common Stock. |
Percentage: 0.0%
| (ii) | 1. | Sole power to vote or direct vote: 0 |
| 2. | Shared power to vote or direct vote: 0 |
| 3. | Sole power to dispose or direct the disposition: 0 |
| 4. | Shared power to dispose or direct the disposition: 0 |
| (iii) | The transactions in the shares of Common Stock by Ms. Khaghan during the past sixty days are set forth in Schedule A and are incorporated herein by reference. |
G. Ian McCarthy
| (i) | As of the close of business on November 15, 2024, Mr. McCarthy beneficially owned 0 shares of Common Stock. |
Percentage: 0.0%
| (ii) | 1. | Sole power to vote or direct vote: 0 |
| 2. | Shared power to vote or direct vote: 0 |
| 3. | Sole power to dispose or direct the disposition: 0 |
| 4. | Shared power to dispose or direct the disposition: 0 |
| (iii) | The transactions in the shares of Common Stock by Mr. McCarthy during the past sixty days are set forth in Schedule A and are incorporated herein by reference. |
(d) The dividends from the 944,867 shares of Common Stock beneficially owned by Ocean Capital, and any proceeds from the sale of such shares, become assets of Ocean Capital. The dividends from the 770,929 shares of Common Stock beneficially owned by Mr. Danial through RAD Investments, LLC, and any proceeds from the sale of such shares become assets of RAD Investments, LLC.
(e) Not applicable.
11
SIGNATURES
After reasonable inquiry and to the best of his, her or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: November 15, 2024
| Ocean Capital LLC | ||
| By: | /s/ William Heath Hawk | |
| Name: | William Heath Hawk | |
| Title: | Managing Member | |
| /s/ William Heath Hawk | ||
| William Heath Hawk | ||
| /s/ Brent D. Rosenthal | ||
| Brent D. Rosenthal | ||
| /s/ José R. Izquierdo II | ||
| José R. Izquierdo II | ||
| /s/ Ethan A. Danial | ||
| Ethan A. Danial | ||
| /s/ Mojdeh L. Khaghan | ||
| Mojdeh L. Khaghan | ||
| /s/ Ian McCarthy | ||
| Ian McCarthy |
12
SCHEDULE A
TRANSACTIONS IN THE FUND'S SECURITIES DURING THE LAST 60 DAYS
ETHAN A. DANIAL
| Nature of the Transaction | Securities Purchased (Sold) | Price Per Share ($) | Date of Transaction | |||||||
| Purchase of Common Stock | 33,778 | * | 1.4450 | 11/15/2024 | ||||||
| Purchase of Common Stock | 3,538 | * | 1.5090 | 10/25/2024 | ||||||
| Purchase of Common Stock | 72,078 | * | 1.6401 | 10/17/2024 | ||||||
| Purchase of Common Stock | 14,224 | * | 1.5123 | 10/11/2024 | ||||||
| Purchase of Common Stock | 19,728 | * | 1.5550 | 10/1/2024 | ||||||
| Purchase of Common Stock | 2,438 | * | 1.5330 | 9/26/2024 | ||||||
| Purchase of Common Stock | 33,752 | * | 1.5301 | 9/23/2024 | ||||||
| Purchase of Common Stock | 8,511 | * | 1.5305 | 9/20/2024 |
| * | Represents transactions made on the open market by RAD Investments, LLC, shares of which Mr. Danial, as one of its managers, may be deemed to beneficially own |
Other than as disclosed in this Schedule A, there was no transaction in shares of Common Stock by the Reporting Persons during the past sixty days.
13