SC 13G/A 1 v382632_sc13ga.htm SCHEDULE 13G/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G
(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
§240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2

 

(Amendment No. 2)*

 

NEWLEAD HOLDINGS LTD.
(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE
(Title of Class of Securities)
G64626 164
(CUSIP Number)
June 30, 2014
(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)

þ Rule 13d-1(c)

£ Rule 13d-1(d)

 

(Page 1 of 10 Pages)

 

*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 the 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).

 

 

 

 
 

 

SCHEDULE 13G

 

CUSIP No. G64626 164 Page 2 of 10 Pages

 

1.

NAMES OF REPORTING PERSONS

MG Partners Limited

 

2.

 

 

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) £

(b) £

3.

SEC USE ONLY

 

4.

 

CITIZENSHIP OR PLACE OF ORGANIZATION

Gibraltar

 

 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

 

5.

 

 

 

SOLE VOTING POWER

-0-

6.

 

 

SHARED VOTING POWER

-0-

EACH

REPORTING

PERSON

WITH

7.

 

 

SOLE DISPOSITIVE POWER

-0-

8.

 

 

SHARED DISPOSITIVE POWER

-0-

9.

 

 

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

-0-

10.

 

 

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)              £

11.

 

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

0.0%

12.

 

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

OO

 

       

 

 
 

 

SCHEDULE 13G

 

CUSIP No. G64626 164 Page 3 of 10 Pages

 

1.

NAMES OF REPORTING PERSONS

Magna Gibraltar Investments LLC

 

2.

 

 

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) £

(b) £

3.

SEC USE ONLY

 

4.

 

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 

 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

 

5.

 

 

 

SOLE VOTING POWER

-0-

6.

 

 

SHARED VOTING POWER

-0-

EACH

REPORTING

PERSON

WITH

7.

 

 

SOLE DISPOSITIVE POWER

-0-

8.

 

 

SHARED DISPOSITIVE POWER

-0-

9.

 

 

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

-0-

10.

 

 

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)              £

11.

 

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

0.0%

12.

 

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

OO

 

       

 

 
 

 

SCHEDULE 13G

 

CUSIP No. G64626 164 Page 4 of 10 Pages

 

1.

NAMES OF REPORTING PERSONS

Hanover Holdings I, LLC

 

2.

 

 

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) £

(b) £

3.

SEC USE ONLY

 

4.

 

CITIZENSHIP OR PLACE OF ORGANIZATION

New York

 

 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

 

5.

 

 

 

SOLE VOTING POWER

-0-

6.

 

 

SHARED VOTING POWER

-0-

EACH

REPORTING

PERSON

WITH

7.

 

 

SOLE DISPOSITIVE POWER

-0-

8.

 

 

SHARED DISPOSITIVE POWER

-0-

9.

 

 

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

-0-

10.

 

 

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)              £

11.

 

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

0.0%

12.

 

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

HC

 

       

 

 
 

 

SCHEDULE 13G

 

CUSIP No. G64626 164 Page 5 of 10 Pages

 

1.

NAMES OF REPORTING PERSONS

Magna Group Capital Management, LLC

 

2.

 

 

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) £

(b) £

3.

SEC USE ONLY

 

4.

 

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 

 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

 

5.

 

 

 

SOLE VOTING POWER

-0-

6.

 

 

SHARED VOTING POWER

-0-

EACH

REPORTING

PERSON

WITH

7.

 

 

SOLE DISPOSITIVE POWER

-0-

8.

 

 

SHARED DISPOSITIVE POWER

-0-

9.

 

 

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

-0-

10.

 

 

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)              £

11.

 

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

0.0%

12.

 

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

OO

 

       

 

 
 

 

SCHEDULE 13G

 

CUSIP No. G64626 164 Page 6 of 10 Pages

 

1.

NAMES OF REPORTING PERSONS

Joshua Sason

 

2.

 

 

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) £

(b) £

3.

SEC USE ONLY

 

4.

 

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

 

 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

 

5.

 

 

 

SOLE VOTING POWER

-0-

6.

 

 

SHARED VOTING POWER

-0-

EACH

REPORTING

PERSON

WITH

7.

 

 

SOLE DISPOSITIVE POWER

-0-

8.

 

 

SHARED DISPOSITIVE POWER

-0-

9.

 

 

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

-0-

10.

 

 

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)              £

11.

 

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

0.0%

12.

 

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

IN

 

       
 
 

 

SCHEDULE 13G

 

CUSIP No. G64626 164 Page 7 of 10 Pages

 

 

This Amendment No. 2 to Schedule 13G (this “Amendment No. 2”) is being filed with respect to the common stock, $0.01 par value (the “Common Stock”), of NewLead Holdings Ltd., a corporation organized and existing under the laws of Bermuda (the “Issuer”), to further amend the Schedule 13G filed with the Securities and Exchange Commission (“SEC”) on December 2, 2013, as amended by Amendment No. 1 thereto filed with the SEC on February 4, 2014 (as amended by Amendment No. 1 thereto, the “Schedule 13G”). This Amendment No. 2 is being filed voluntarily to report changes in the number of shares of Common Stock beneficially owned by the Reporting Persons and to report that none of the Reporting Persons beneficially own more than 5% of the Common Stock. Capitalized terms used herein and not otherwise defined have the meanings ascribed thereto in the Schedule 13G.

 

Item 4. Ownership.

 

Item 4 is hereby amended and restated as follows:

 

The beneficial ownership of Common Stock by the Reporting Persons, as of the date hereof, is as follows:

 

A.MG Partners Limited

 

(a)Amount beneficially owned: -0-
(b)Percent of class: 0.0%
(c)Number of shares as to which such person has:
(i)Sole power to vote or to direct the vote: -0-
(ii)Shared power to vote or to direct the vote: -0-
(iii)Sole power to dispose or to direct the disposition of: -0-
(iv)Shared power to dispose or to direct the disposition of: -0-

 

B.Magna Gibraltar Investments LLC

 

(b)Amount beneficially owned: -0-
(b)Percent of class: 0.0%
(c)Number of shares as to which such person has:
(i)Sole power to vote or to direct the vote: -0-
(ii)Shared power to vote or to direct the vote: -0-
(iii)Sole power to dispose or to direct the disposition of: -0-
(iv)Shared power to dispose or to direct the disposition of: -0-

 

C.Hanover Holdings I, LLC

 

(c)Amount beneficially owned: -0-
(b)Percent of class: 0.0%

 

 
 

 

SCHEDULE 13G

 

CUSIP No. G64626 164 Page 8 of 10 Pages

 

 

(c)Number of shares as to which such person has:
(i)Sole power to vote or to direct the vote: -0-
(ii)Shared power to vote or to direct the vote: -0-
(iii)Sole power to dispose or to direct the disposition of: -0-
(iv)Shared power to dispose or to direct the disposition of: -0-

 

D.Magna Group Capital Management, LLC

 

(d)Amount beneficially owned: -0-
(b)Percent of class: 0.0%
(c)Number of shares as to which such person has:
(i)Sole power to vote or to direct the vote: -0-
(ii)Shared power to vote or to direct the vote: -0-
(iii)Sole power to dispose or to direct the disposition of: -0-
(iv)Shared power to dispose or to direct the disposition of: -0-

 

E.Joshua Sason

 

(e)Amount beneficially owned: -0-
(b)Percent of class: 0.0%
(c)Number of shares as to which such person has:
(i)Sole power to vote or to direct the vote: -0-
(ii)Shared power to vote or to direct the vote: -0-
(iii)Sole power to dispose or to direct the disposition of: -0-
(iv)Shared power to dispose or to direct the disposition of: -0-

 

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 x.

 

 
 

 

SCHEDULE 13G

 

CUSIP No. G64626 164 Page 9 of 10 Pages

 

 

Item 10. Certification.

 

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.

 

 

 

 

 

[Signatures on following page]

 

 

 
 

 


SCHEDULE 13G

 

CUSIP No. G64626 164 Page 10 of 10 Pages

 

 

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:  June 30, 2014 MG PARTNERS LIMITED  
     
     
  By: /s/ Michael Abitebol    
   

Name: Michael Abitebol

   
    Title: Director    

 

 

  MAGNA GIBRALTAR INVESTMENTS LLC  
     
     
  By: /s/ Michael Abitebol    
    Name: Michael Abitebol    
    Title: Chief Operating Officer    

 

 

  HANOVER HOLDINGS I, LLC  
     
     
  By: /s/ Joshua Sason    
    Name: Joshua Sason    
    Title: Chief Executive Officer    

 

 

  MAGNA GROUP CAPITAL MANAGEMENT, LLC
     
     
  By: /s/ Joshua Sason  
   

Name: Joshua Sason

Title: Chief Executive Officer

 
       
       
     s/ Joshua Sason  
            JOSHUA SASON  

 

 
 

 

EXHIBIT INDEX TO SCHEDULE 13G

 

EXHIBIT 1

 

Joint Filing Agreement, dated as of December 2, 2013, by and among MG Partners Limited, Magna Gibraltar Investments LLC, Hanover Holdings I, LLC, Magna Group Capital Management, LLC and Joshua Sason, was previously filed with the SEC on December 2, 2013 as an exhibit to the initial Schedule 13G filed by MG Partners Limited, Magna Gibraltar Investments LLC, Hanover Holdings I, LLC, Magna Group Capital Management, LLC and Joshua Sason with respect to NewLead Holdings Ltd. and is incorporated herein by reference.