(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including
all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
*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).
Check the Appropriate Box if a Member of a Group (a) ☒
(b) ☐
3
SEC Use Only
4
Source of Funds N/A
5
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6
Citizenship or Place of Organization USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
Sole Voting Power 0
8
Shared Voting Power 2,438,314
9
Sole Dispositive Power 0
10
Shared
Dispositive Power 2,438,314
11
Aggregate Amount Beneficially Owned by Each Reporting Person 2,438,314
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13
Percent of Class Represented by Amount in Row (11) 11.4%
14
Type of Reporting Person IN
This
Amendment No. 3 (“Amendment No. 3”) amends and supplements that certain Statement on Schedule 13D filed on May 23, 2018, as amended by Amendment No. 1 to Schedule 13D filed on September 21, 2020 and by Amendment No. 2 to Schedule 13D filed on May 28, 2021 (as amended, the “Schedule 13D”) by (i) John D. Cumming, (ii) the Ian M. Cumming Charitable Lead Annuity Trust (the “CLAT”), (iii) Teton Holdings Corporation CCS (“Teton”), and (iv) David Cumming (collectively, the “Reporting
Persons”), with respect to the common stock, $0.01 par value per share (“Common Stock”), of Crimson Wine Group, Ltd., a Delaware corporation (the “Company”).
Capitalized terms used herein and not otherwise defined in this Amendment No. 3 shall have the meanings set forth in the Schedule 13D. Except as specifically set forth herein, the Schedule 13D remains unmodified.
Item 5. Interest in Securities of Issuer
Items 5(a), (b) and (c) of the Schedule 13D are hereby amended and restated as follows:
(a) – (b) The percentage of shares owned is based upon 21,457,208 shares of Common Stock issued and outstanding,
which reflects 22,257,208 shares of Common Stock issued and outstanding as of November 4, 2022 as reported in the Company’s Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 9, 2022 after giving effect to the repurchase of 800,000 shares of Common Stock by the Company as reported in the Company's Current Report on Form 8-K filed with the SEC on November 16, 2022. As of the date of this filing, the Reporting Persons beneficially own the following shares of Common Stock:
(i)John D. Cumming beneficially owns 3,548,807 shares of
Common Stock, representing 16.5% of the issued and outstanding Common Stock. As a member of the investment committee of Teton, John D. Cumming has shared voting and dispositive power over the 2,410,828 shares of Common Stock held by the CLAT. John D. Cumming also has shared voting and dispositive power over 27,486 shares of Common Stock held by the Cumming Foundation, a private charitable foundation, of which he serves as a trustee. John D. Cumming directly owns 1,110,493 shares of Common Stock and has sole voting and dispositive power over such shares. John D. Cumming disclaims any excess of his pecuniary
interest in the 2,410,828 shares of Common Stock held by the CLAT and disclaims a pecuniary interest in the 27,486 shares of Common Stock held by the Cumming Foundation, and the inclusion of these shares in this Schedule 13D shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or
for any other purpose.
(ii)The CLAT beneficially owns 2,410,828 shares of Common Stock, representing approximately 11.2% of the issued and outstanding Common Stock. The CLAT has sole voting and dispositive power over such shares of Common Stock.
(iii)Teton, as the trustee of the CLAT, beneficially owns 2,410,828 shares of Common Stock, representing 11.2% of the issued and outstanding Common Stock. As the trustee of the CLAT, Teton has sole voting and dispositive power over the 2,410,828 shares of Common Stock held by the CLAT.
(iv)David
Cumming beneficially owns 2,438,314 shares of Common Stock, representing 11.4% of the issued and outstanding Common Stock. As a member of the investment
committee of Teton, David Cumming has shared voting and dispositive power over the 2,410,828 shares of Common Stock held by the CLAT. David Cumming also has shared voting and dispositive power over 27,486 shares of Common Stock held by the Cumming Foundation, a private charitable foundation, of which he serves as a trustee. David Cumming disclaims any excess of his pecuniary interest in the 2,410,828 shares of
Common Stock held by the CLAT and disclaims a pecuniary interest in the 27,486 shares of Common Stock held by the Cumming Foundation, and the inclusion of these shares in this Schedule 13D shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
(c) Except as otherwise described herein, neither the CLAT, Teton nor David Cumming have effected any transactions in shares of Common Stock within 60 days prior to the date of this filing or within 60 days prior to the Transfer Date.
The following table sets forth all of the transactions in shares Common Stock effected by John D. Cumming within 60 days prior to the date of this filing. The transaction listed
below was a privately negotiated purchase from an existing stockholder of the Company.
Exhibit 1. Joint Filing Agreement of the
Reporting Persons
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.
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), each of the undersigned parties hereby agrees to file jointly the Schedule 13D (including any amendments thereto) (the “Statement”) with respect to the acquisition or disposition of shares of common stock, $0.01 par value per share, of Crimson Wine Group, Ltd., a Delaware corporation.
Each of the undersigned parties agrees that each is responsible for the timely filing of the Statement, and for the completeness and accuracy of the information concerning such party contained therein, but none of them is responsible for the completeness or accuracy
of the information concerning the other parties making the filing unless such party knows or has reason to believe that such information is inaccurate. This Joint Filing Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
