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| As Of | Filer | Doc Filing¹ | For·On·As | Docs:Size | Issuer | | Filing Agent | |
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8/19/20 Roche Robert W. SC 13D/A 3:423K Acorn International, Inc. Toppan Merrill/FA
Bireme Ltd.³
Catalonia Holdings, LLC³
Edward J. Roche, Jr.³
First Ostia Port Ltd.³
Joseph Cachey, Jr.³
Moore Bay Trust³
Ritsuko Hattori-Roche³
Theresa M. Roche³
1: SC 13D/A Amendment to Statement of Acquisition of Beneficial Ownership by
an "Active" Investor -- HTML: 99K| SC 13D/A | 1st Page of 26± | Roche Robert W. - SC 13D/A - re: Acorn International, Inc. | No Page-Breaks | | Line 84:
Theresa M. Roche
| | Line 136:
This Schedule 13D also serves as Amendment No. 7 to the Schedule 13D originally filed with the Securities and Exchange Commission on July 22, 2011 by Ritsuko Hattori-Roche and has been amended from time to time thereafter, including by this Schedule 13D (Amendment No. 11) filed with the Securities and Exchange Commission on February 14, 2020 .
| | Line 189: Names of Reporting Persons
Robert W. Roche
| | Line 314:
(1)
These shares are held directly by First Ostia Port Ltd (“First Ostia”). Robert W. Roche , Ritsuko Hattori-Roche , and Theresa M. Roche (the “Co-Directors”) are co-directors of First Ostia. None of the Co-Directors deems himself or herself to be the ... these shares require approval of a majority of the Co-Directors, and such beneficial ownership is thereby disclaimed.
| | Line 518: Names of Reporting Persons
Edward J. Roche, Jr.
| | Line 645:
Includes 87,588 ADSs (representing a total of 1,751,760
ordinary shares) held by The Moore Bay Trust, for which Mr. Edward J. Roche, Jr. is a trustee and exercises sole dispositive and
voting power. | | Line 820:
(1)
Includes 14,029,037 ordinary shares and 1,246,945 ADSs (representing a total of 24,938,900 ordinary shares). First Ostia Port Ltd is owned by Ritsuko Hattori-Roche , Bireme Limited and Catalonia Holdings, LLC. Bireme Limited is wholly owned by Ritsuko Hattori-Roche . Catalonia Holdings, LLC, a Delaware limited liability company is owned 100% by Parador Trust, a New Hampshire Revocable Trust for which Ritsuko Hattori-Roche is the grantor.
| | Line 858: Names of Reporting Persons
Ritsuko Hattori-Roche
| | Line 989:
(1)
These shares are held directly by First Ostia Port Ltd (“First Ostia”). Robert W. Roche , Ritsuko Hattori-Roche , and Theresa M. Roche (the “Co-Directors”) are co-directors of First Ostia. None of the Co-Directors deems himself or herself to be the ... these shares require approval of a majority of the Co-Directors, and such beneficial ownership is thereby disclaimed.
| | Line 1,508: Names of Reporting Persons
Theresa M. Roche
| | Line 1,633:
(1)
These shares are held directly by First Ostia Port Ltd (“First Ostia”). Robert W. Roche , Ritsuko Hattori-Roche , and Theresa M. Roche (the “Co-Directors”) are co-directors of First Ostia. None of the Co-Directors deems himself or herself to be the ... shares require approval of a majority of the Co-Directors, and such beneficial ownership is thereby disclaimed.
| | Line 1,663:
This Amendment No. 12 also serves as Amendment No. 7 to the
Schedule 13D originally filed with the Securities and Exchange Commission on July 22, 2011 by Ritsuko Hattori-Roche and has been
amended from time to time thereafter, including by Amendment No. 11 to the Schedule 13D filed by the undersigned with the Securities ... | | Line 1,671:
At this time, none of The Moore Bay Trust, Edward J. Roche,
Jr. or Joseph Cachey, Jr. are expected to be part of the Acquisition Group or otherwise be involved in their capacity as stockholders of the Issuer in decisions of the Acquisition
Group with respect to the Issuer. Accordingly, to the extent that any of the foregoing Reporting Persons were deemed to part of
a group with the other Reporting Persons pursuant to Exchange Act Rule 13d-5(b)(1), none of The Moore Bay Trust, Edward J.
Roche, Jr. or Joseph Cachey, Jr. will jointly file a Schedule 13D with respect to the Issuer after this Amendment No. 12, and each
of The Moore Bay Trust, Edward J. Roche, Jr. or Joseph Cachey, Jr. will make required filings under Section 13 of the Exchange
Act, if any, on an individual basis with respect to the Issuer. | | Line 1,693:
Item 2 of the Schedule 13D is hereby supplemented with the
following with respect to First Ostia Port Ltd and Theresa M. Roche :
| | Line 1,735: ...
(a) Name:
Theresa M. Roche
| | Line 1,740:
OAR Management, Inc.
c/o Theresa M. Roche
9911 S. 78th Avenue ... | | Line 1,748: President of OAR Management, Inc.
OAR Management, Inc.
c/o Theresa M. Roche
9911 S. 78th Avenue ... | | Line 1,787:
On February 14, 2020 , Mr. Robert W. Roche delivered a letter
(the “February 2020 Letter”) to the special committee of the board of directors of the Issuer (the “Special Committee”) ... | | Line 1,796:
On August 17, 2020 , Mr. Robert W. Roche delivered a non-binding
letter (the “Second Proposal Letter”) to the Special Committee proposing a transaction whereby the Acquisition Group, ... | | Line 1,809: ... its own independent legal and financial advisors, will review the Second Proposal on behalf of the Issuer’s public shareholders.
The Acquisition Group will not move forward with the transaction unless it is approved by the Special Committee. As indicated in
the Second Proposal Letter, Mr. Robert W. Roche and the other members of the Acquisition Group, in their capacity as shareholders
of the Issuer, are interested only in acquiring the outstanding ordinary shares and ADSs of the Issuer that they do not already ... | | Line 1,876: ... (c)
In July 2020 and August 2020, Ritsuko Hattori-Roche , Bireme
Limited and Catalonia Holdings, LLC contributed all of their respective right, title and interest in the ordinary shares and ADSs
then held by them to First Ostia Port LTD in exchange for the issuance to each of Ritsuko Hattori-Roche , Bireme Limited and Catalonia
Holdings, LLC of an equity interest in First Ostia Port LTD. The respective ownership percentages of Ritsuko Hattori-Roche , Bireme
Limited and Catalonia Holdings, LLC in First Ostia Port LTD are 44.71%, 51.32%, and 3.96%, respectively, which represents the proportion
of ordinary shares and ADSs contributed by each of them to First Ostia Port LTD.
At the time of their contributions: (a) 14,029,037 ordinary
shares and 1,246,945 ADSs (representing a total of 24,938,900 ordinary shares) were held directly by Ritsuko Hattori-Roche ; (b)
129,770 ordinary shares and 993,511 ADSs (representing a total of 19,870,220 ordinary shares) were held directly by Bireme Limited; ... | | Line 1,927:
First Ostia Port Ltd (“First Ostia”) holds directly
14,029,037 ordinary shares and 1,246,945 ADSs (representing a total of 24,938,900 ordinary shares) of the Issuer. Robert W. Roche ,
Ritsuko Hattori-Roche , and Theresa M. Roche (the “Co-Directors”) are co-directors of First Ostia. None of the Co-Directors
deems himself or herself to be the beneficial owner of these shares inasmuch as all decisions to vote or dispose of these shares ... | | Line 1,982: ...
/s/ Robert W. Roche
Robert W. Roche
| | Line 2,025: ...
/s/ Edward J. Roche, Jr.
Edward J. Roche, Jr.
| | Line 2,068: ...
/s/ Ritsuko Hattori-Roche
Ritsuko Hattori-Roche
| | Line 2,164: By:
/s/ Theresa Roche
| | Line 2,169: Name:
Theresa Roche
| | Line 2,227: By:
/s/ Ritsuko
Hattori-Roche
Name:
Ritsuko Hattori-Roche
| | Line 2,282:
By:
/s/ Edward J. Roche, Jr.
Name:
Edward J. Roche, Jr.
| | Line 2,335:
By:
/s/ Theresa M. Roche
Name:
Theresa M. Roche
| | Line 2,379: ...
/s/ Theresa M. Roche
Theresa M. Roche
|
2: EX-99.1 Miscellaneous Exhibit -- HTML: 14K
3: EX-99.2 Miscellaneous Exhibit -- HTML: 122K| EX-99.2 | 1st Page of 26± | Roche Robert W. - SC 13D/A - re: Acorn International, Inc. | No Page-Breaks | | Line 393:
“Guarantor”
means each of Ritzuko Roche, Robert Roche, personally, Robert Roche, as Trustee of the Robert W. Roche 2009 Declaration of Trust
and, from and after the date that it signs the Guaranty, Acorn. | | Line 900: ...
(e)
the Guaranty by Ritsuko Roche, Robert Roche, personally, and Robert Roche, as Trustee of the Robert W. Roche 2009 Declaration
of Trust, together with a certification of trustee; ... | | Line 1,843: ... of delivery requested, addressed to such party, at the address set forth below and that service so made shall be deemed completed
upon the earlier to occur of such party’s actual receipt thereof or three (3) days after delivery to such courier, provided
that a copy of any communication to the Borrower is also provided to the Borrower’s attorney Jean M. Roche c/o OAR Management
Inc., 9911 S. 78 th Avenue, Hickory Hills , IL 60457 . For the avoidance of doubt, lack of actual receipt or refusal to ... | | Line 2,047:
By:
/s/ Theresa Roche
Name:
Theresa Roche
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| ____________ | | ¹ | Filing/Form and Document/Exhibit Types: -Q | | SC 13D | Statement of Acquisition of Beneficial Ownership by an “Active” Investor — Schedule 13D. | | EX-99 | Miscellaneous Exhibit. | | /A | Amendment to, or Amended version of, a previous Filing of this Type. | | ³ | Group Member: A Registrant or non-Registrant party to this Filing made by a Group. |
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