Jonas Amends Rafael Holdings Stake
Ticker: RFL · Form: SC 13D/A · Filed: Jun 18, 2024 · CIK: 1713863
Sentiment: neutral
Topics: ownership-change, sec-filing, schedule-13d
Related Tickers: RHDG
TL;DR
Jonas filed an update on his Rafael Holdings stake. Watch for more details.
AI Summary
Howard Jonas has amended his Schedule 13D filing for Rafael Holdings, Inc. on June 13, 2024. This amendment, the third to the filing, indicates a change in the beneficial ownership of the company's Class B Common Stock. The specific details of the change in ownership percentage or number of shares are not fully detailed in the provided excerpt.
Why It Matters
Changes in beneficial ownership filings like this can signal shifts in control or significant investment activity by major shareholders, potentially impacting the stock price.
Risk Assessment
Risk Level: medium — Schedule 13D filings often involve significant shareholders, and changes can indicate strategic moves or potential activism.
Key Players & Entities
- Howard Jonas (person) — Filing person and beneficial owner
- Rafael Holdings, Inc. (company) — Subject company
- Class B Common Stock (security) — Securities subject to the filing
FAQ
What specific change in beneficial ownership is reported in this Amendment No. 3?
The filing excerpt does not specify the exact change in beneficial ownership percentage or number of shares, only that an amendment has been filed.
What is the CUSIP number for Rafael Holdings, Inc. Class B Common Stock?
The CUSIP number is 75062E106.
Who is authorized to receive notices and communications regarding this filing?
Howard Jonas, located at 520 Broad Street, Newark, NJ 07102, is authorized to receive notices and communications.
What is the date of the event that requires this filing?
The date of the event which requires filing of this statement is June 13, 2024.
What is the primary business address of Rafael Holdings, Inc.?
The primary business address of Rafael Holdings, Inc. is 520 Broad Street, Newark, NJ 07120.
Filing Stats: 1,009 words · 4 min read · ~3 pages · Grade level 9.1 · Accepted 2024-06-18 18:12:11
Key Financial Figures
- $0.01 — suer) Class B Common Stock, par value $0.01 per share (Title of Class of Securiti
Filing Documents
- ea0208096-13da3jonas_rafael.htm (SC 13D/A) — 35KB
- 0001213900-24-053905.txt ( ) — 37KB
Purpose of Transaction
Item 4. Purpose of Transaction
is hereby amended
Item 4 is hereby amended and supplemented as follows: On August 28, 2023, Mr. Jonas received a grant of 111,408 restricted shares of Class B Common Stock, which have since vested. On January 30, 2024, Mr. Jonas transferred 348,259 shares of Class B Common Stock from his direct holdings to the HSJ 2024 Rafael Annuity Trust. On April 4, 2024, the HSJ 2024 Rafael Annuity Trust transferred 348,259 shares of Class B Common Stock to Mr. Jonas’ direct holdings. On June 13, 2024, Mr. Jonas received a grant of 159,016 restricted shares of Class B Common Stock, of which 39,754 shares are scheduled to vest on each of September 13, 2024, December 13, 2024, March 13, 2025, and June 13, 2025. On June 14, 2024, Mr. Jonas transferred 376,111 shares of Class B Common Stock from his direct holdings to his wife, Deborah Jonas. Mr. Jonas maintains shared voting and investment control over the shares held by his wife. On June 17, 2024, Mr. Jonas transferred 187,427 shares of Class B Common Stock from his direct holdings to his wife, Deborah Jonas. Mr. Jonas maintains shared voting and investment control over the shares held by his wife.
Interest in Securities of the Issuer
Item 5. Interest in Securities of the Issuer Items 5 is hereby amended by deleting it in its entirety and substituting the following therefor: As of the date hereof, Mr. Jonas beneficially owns 1,608,537 shares of the Company’s Class B Common Stock consisting of: (i) 787,163 shares of Class A common stock (which are included herein because they are convertible into the Company’s Class B common stock on a one-for-one basis) held by Rafael A Partners, L.P.; (ii) 159,016 unvested restricted shares of Class B Common Stock, of which 39,754 shares are scheduled to vest on each of September 13, 2024, December 13, 2024, March 13, 2025, and June 13, 2025; (iii) 98,820 shares of Class B Common Stock held by the Jonas Foundation; and (iv) 563,538 shares held indirectly by Mr. Jonas’ wife, Deborah Jonas. Mr. Jonas’ beneficial ownership represents approximately 6.5% of the issued and outstanding shares and 51.6% of the combined voting power of the Company’s outstanding capital stock (assuming conversion of all shares of Class A Common Stock into shares of Class B Common Stock), based on 787,163 shares of Class A Common Stock and 23,779,503 shares of Class B Common Stock issued and outstanding as of June 12, 2024, the date of the most recently filed Form 10-Q of the Company. Mr. Jonas, his wife Deborah Jonas, and the Jonas Foundation each have the shared power to cast or to direct the casting of one-tenth of a vote per share on 98,820 shares of Class B Common Stock held by the Jonas Foundation and have the shared power to dispose or to direct the disposition of such shares. Mr. Jonas is a co-trustee of the Jonas Foundation. As used herein, the term “beneficially owns” shall be construed as defined by Rule 13d-3 promulgated under the Securities Exchange Act of 1934. (c) Except as described herein, no transactions in the Class B Common Stock were effectuated by the Reporting Person during the 60 days prior to the date of this Amendme
SIGNATURES
SIGNATURES 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 18, 2024 /s/ Joyce J. Mason Joyce J. Mason Attorney in Fact 4