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Tian Guichang, et al. – ‘SC 13G’ on 5/8/20 re: Farmmi, Inc.

On:  Friday, 5/8/20, at 1:03pm ET   ·   Accession #:  1104659-20-58615   ·   File #:  5-90424

Previous ‘SC 13G’:  None   ·   Next & Latest:  ‘SC 13G’ on 5/8/20

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 5/08/20  Tian Guichang                     SC 13G                 1:68K  Farmmi, Inc.                      Toppan Merrill/FA
          Roundtree Lab LLC

Statement of Acquisition of Beneficial Ownership by a Passive Investor   —   Sch. 13G
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13G      Statement of Acquisition of Beneficial Ownership    HTML     32K 
                by a Passive Investor                                            


This is an HTML Document rendered as filed.  [ Alternative Formats ]



 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. _______)*

 

 

Farmmi, Inc.

(Name of Issuer)

 

Ordinary Shares, $0.001 par value per share

(Title of Class of Securities)

 

G33277 107

(CUSIP Number)

 

February 21, 2020

(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)
xRule 13d-1(c)
¨Rule 13d-1(d)

 

*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 in 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).

 

 

 

 C: 

 

 

SCHEDULE 13GPage  C: 2 of 6

 

CUSIP No. G33277 107

 

1.

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Guichang Tian

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3.

SEC USE ONLY

 

4.

CITIZENSHIP OR PLACE OF ORGANIZATION:

 

United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED

BE EACH

REPORTING

PERSON WITH

5.

SOLE VOTING POWER

 

1,324,434

6.

SHARED VOTING POWER

 

--

7.

SOLE DISPOSITIVE POWER

 

1,324,434

8.

SHARED DISPOSITIVE POWER

 

--

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

1,414,434

10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ¨
11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

11.2%(1)

12.

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IN

(1)  The percentage is calculated based upon total outstanding shares of 12,589,857, as of September 30, 2019, as set forth in the Issuer’s Form 20-F, filed on December 31, 2019.

 

 C: 

 

 

SCHEDULE 13GPage 3 of 6

 

CUSIP No. G33277 107

 

1.

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY:

 

Roundtree Lab LLC

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3.

SEC USE ONLY

 

4.

CITIZENSHIP OR PLACE OF ORGANIZATION:

 

Wyoming

NUMBER OF

SHARES

BENEFICIALLY

OWNED

BE EACH

REPORTING

PERSON WITH

5.

SOLE VOTING POWER

 

90,000

6.

SHARED VOTING POWER

 

--

7.

SOLE DISPOSITIVE POWER

 

90,000

8.

SHARED DISPOSITIVE POWER

 

--

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

1,414,434

10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ¨
11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

11.2%(1)

12.

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

OO

(1)  The percentage is calculated based upon total outstanding shares of 12,589,857, as of September 30, 2019, as set forth in the Issuer’s Form 20-F, filed on December 31, 2019.

 

 C: 

 

 

SCHEDULE 13GPage 4 of 6

 

 

 

Item 1. (a)Name of Issuer:

 

Farmmi, Inc.

 

 

 

Item 1. (b)Address of Issuer's Principal Executive Offices:

 

No. 307, Tianning Industrial Area

Lishui, Zhejiang Province

People’s Republic of China 323000

 

 

 

Item 2. (a)Name of Person Filing:

 

Guichang Tian

Roundtree Lab LLC

 

 

 

Item 2. (b)Address of Principal Business Office or, if none, Residence:

 

Guichang Tian

21098 White Fur Court

Cupertino, CA 96104

 

Roundtree Lab LLC

30 N Gould Street, Ste R

Sheridan, WY 82801

 

 

 

Item 2. (c)Citizenship:

 

Guichang Tian

United States of America

 

Roundtree Lab LLC

Wyoming

 

 

 

Item 2. (d)Title of Class of Securities:

 

Ordinary Shares, $0.001 par value per share

 

 

 

Item 2. (e)CUSIP Number:

 

G33277 107

 

 

 

Item 3.If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

Not applicable

 

 

 

 C: 

 

 

SCHEDULE 13GPage 5 of 6

 

Item 4.Ownership

 

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

 

 

 

Reporting Person

 

 

 

Amount Beneficially Owned

  

 

 

 

Percent of Class

  

 

Sole Power to Vote or to Direct the Vote

  

 

Shared Power to Vote or to Direct the Vote

  

 

Sole Power to Dispose or to Direct the Disposition of

  

 

Shared Power to Dispose or to Direct the Disposition of

 
Guichang Tian   1,324,434    10.5%   1,324,434    -    1,324,434    - 
Roundtree Lab LLC   90,000    0.6%   90,000    -    90,000    - 
    1,414,434    11.2%   1,414,434         1,414,434      

  

*The percentage is calculated based upon total outstanding shares of 12,589,857, as of September 30, 2019, as set forth in the Issuer’s Form 20-F, filed on December 31, 2019.

 

Item 5.Ownership of Five Percent or Less of a Class

 

Not applicable.

 

Item 6.Ownership of More than Five Percent on Behalf of Another Person

 

Please refer to the disclosures in Items 2 and 4 contained herein. Mr. Guichang Tian and Roundtree Lab LLC, collectively own 1,414,434 of the Ordinary Shares in the aggregate. Mr. Guichang Tian has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Ordinary Shares represented by this Schedule 13G that may be deemed to be beneficially owned by Roundtree Lab LLC.

 

Item 7.Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

 

Not applicable.

 

Item 8.Identification and Classification of Members of the Group

 

Not applicable.

 

Item 9.Notice of Dissolution of Group

 

Not applicable.

 

 C: 

 

 

SCHEDULE 13GPage 6 of 6

 

Item 10. Certifications

 

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, other than activities solely in connection with a nomination under §240.14a-11.

 

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: May 8, 2020

 

  By: /s/ Guichang Tian  
  Name: Guichang Tian  
       
       
  ROUNDTREE LAB, LLC
       
       
  By: /s/ Guichang Tian  
  Name:   Guichang Tian, sole member  

 

 C: 

 

 

 

 

 

 

 


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC 13G’ Filing    Date    Other Filings
Filed on:5/8/20
2/21/20
12/31/1920-F
9/30/1920-F
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