Ocean Capital LLC
11/15/2024 | Press release | Distributed by Public on 11/15/2024 21:00
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. 5)*
Puerto Rico Residents Tax-Free Fund IV, Inc.
(Name of Issuer)
Common Shares, $0.01 par value
(Title of Class of Securities)
74527N108
(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. 74527N108 | SCHEDULE 13D |
|
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 636,494 |
|
| 9 |
SOLE DISPOSITIVE POWER 0 |
|
| 10 |
SHARED DISPOSITIVE POWER 636,494 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 636,494 |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.9%1 |
| 14 |
TYPE OF REPORTING PERSON OO |
| 1 | The percentages used herein are calculated based upon 9,181,416 shares of common stock outstanding as of November 4, 2024, as disclosed in the Issuer's proxy statement (the "Proxy Statement") filed with the Securities and Exchange Commission on November 15, 2024. |
2
| CUSIP No. 74527N108 | SCHEDULE 13D |
|
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 636,4941 |
|
| 9 |
SOLE DISPOSITIVE POWER 0 |
|
| 10 |
SHARED DISPOSITIVE POWER 636,4941 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 636,494 |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.9%2 |
| 14 |
TYPE OF REPORTING PERSON IN |
| 1 | These shares 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 9,181,416 shares of common stock outstanding as of November 4, 2024, as disclosed in the Proxy Statement. |
3
| CUSIP No. 74527N108 | SCHEDULE 13D |
|
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. 74527N108 | SCHEDULE 13D |
|
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 |
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| CUSIP No. 74527N108 | SCHEDULE 13D |
The following constitutes Amendment No. 5 ("Amendment No. 5") to the Schedule 13D filed by the undersigned with the Securities and Exchange Commission (the "SEC") on November 17, 2021, as amended by the Amendment No. 1 filed on December 8, 2021, Amendment No. 2 filed on April 29, 2022, Amendment No. 3 filed on June 7, 2022 and Amendment No. 4 filed on September 14, 2023 (collectively, the "Schedule 13D"). This Amendment No. 5 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 10, 2023 and July 7, 2024, Ocean Capital, LLC sold a total of 82,112 shares of Common Stock on the open market at an average price of $1.31 per share of Common Stock for a total cost of $107,585.33 (inclusive of broker fees).
On June 28, 2024, William Heath Hawk sold 7,000 shares of Common Stock on the open market at an average price of $1.38 per share of Common Stock for a total cost of $9,660 (inclusive of broker fees).
| Item 4. | PURPOSE OF TRANSACTION |
Item 4 is hereby supplemented to add the following paragraphs:
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 9,181,416 shares of Common Stock outstanding as of November 4, 2024, as disclosed in the Issuer's Definitive Proxy Statement, filed with the SEC on November 15, 2024. In the aggregate, the Reporting Persons may be deemed to beneficially own 636,494 shares of Common Stock, representing approximately 6.9% 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 636,494 shares of Common Stock. |
Percentage: Approximately 6.9%
| (ii) | 1. Sole power to vote or direct vote: 0 |
| 2. | Shared power to vote or direct vote: 636,494 |
| 3. | Sole power to dispose or direct the disposition: 0 |
| 4. | Shared power to dispose or direct the disposition: 636,494 |
| (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. |
6
| CUSIP No. 74527N108 | SCHEDULE 13D |
| B. | William Heath Hawk |
| (i) | As of the close of business on November 15, 2024, Mr. Hawk beneficially owned 636,494 shares of Common Stock. |
Percentage: Approximately 6.9%
| (ii) | 1. Sole power to vote or direct vote: 0 |
| 2. | Shared power to vote or direct vote: 636,494 |
| 3. | Sole power to dispose or direct the disposition: 0 |
| 4. | Shared power to dispose or direct the disposition: 636,494 |
| (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. |
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| CUSIP No. 74527N108 | SCHEDULE 13D |
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 |
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SCHEDULE A
TRANSACTIONS IN THE FUND'S SECURITIES DURING THE LAST 60 DAYS
There were no transaction in shares of Common Stock by the Reporting Persons during the past sixty days.
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