Statement of Beneficial Ownership (sc 13d)
30 Janvier 2020 - 2:07PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
(Rule 13d-101)
Information to be Included in Statements Filed
Pursuant to §240.13d-1(a) and Amendments
Thereto Filed Pursuant to §240.13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Parks! America, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
701455107
(CUSIP Number)
Nicholas J. Singer
1395 Brickell Ave.
Suite 800
Miami, FL 33131
(305) 697-9610
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 28, 2020
(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).
CUSIP Nos. 701455107
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Page 2 of 4
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1.
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NAMES OF REPORTING PERSONS
Nicholas Singer
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(see instructions)
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(b) ☐
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3.
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SEC
USE ONLY
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4.
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SOURCE
OF FUNDS (see instructions)
PF
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5.
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CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT ☐
TO
ITEMS 2(d) OR 2(e)
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6.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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7.
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SOLE VOTING POWER
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547,466
shares
of
Common Stock
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8.
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SHARED
VOTING POWER
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9.
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SOLE
DISPOSITIVE POWER
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547,466
shares
of
Common Stock
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10.
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SHARED
DISPOSITIVE POWER
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
547,466 shares of Common Stock(1)
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12.
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
(see instructions)
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13.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.73%
of Common Stock(2)
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14.
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TYPE
OF REPORTING PERSON (see instructions)
IN
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(1)
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Shares are held in Mr. Singer’s individual retirement account.
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(2)
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Based on 74,821,537 shares of the Company’s Common Stock outstanding as of December 5, 2019
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CUSIP Nos. 701455107
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Page 3 of 4
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Explanatory Note
This Amendment No. 1 (the “Amendment”) amends and
supplements the Schedule 13D filing by Nicholas J. Singer (the “Reporting Person”) dated September 20, 2019 (the
“Schedule 13D”). Except as specifically provided herein, this Amendment does not modify or amend any of the
information previously reported in the Schedule 13D. Capitalized terms used and not otherwise defined herein shall have the
meanings ascribed to such terms in the Schedule 13D.
This Amendment constitutes an exit filing for the Reporting
Person as the Reporting Person now owns less than 5% of the shares of the Common Stock of the Issuer.
Item 3.
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Source and Amount of Funds or Other Consideration.
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Item 3 of the Schedule 13D is hereby amended and supplemented
by adding the following:
On January 28, 2020, the Reporting Person closed a
transaction with Focused Compounding Fund, L.P. for the sale of 5,000,000 shares of the Common Stock of the Issuer. The
shares were sold in a privately negotiated transaction for a purchase price of $0.26 per share, or $1,300,000.00 in the
aggregate. As a result of the closing of the transactions described, the Reporting Person beneficially owns approximately
0.73% of the Issuer’s outstanding common stock.
Item 5.
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Interest in Securities of the Issuer.
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(a) The Reporting Person is the beneficial owner of 547,466 shares
of Common Stock of the Issuer, representing 0.73% of the Issuer’s issued and outstanding shares of Common Stock. The percentage
of beneficial ownership is based upon 74,821,537 shares of Common Stock outstanding as of December 5, 2019.
(b) The information contained on the cover page to this Schedule
13D is incorporated herein by reference.
(c) Transactions in the Issuer’s securities affected by the
Reporting Persons during the past sixty days:
The transactions reported in Item 3 above are incorporated herein
by reference.
(d) Not applicable.
(e) The Reporting Person ceased to be the beneficial owner of
more than five percent of the Common Stock of the Issuer as of January 28, 2020.
CUSIP Nos. 701455107
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Page 4 of 4
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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: January 30, 2020
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By:
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/s/ Nicholas Singer
Nicholas Singer
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