Amended Statement of Beneficial Ownership (sc 13d/a)
31 Juillet 2020 - 11:19PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 4)
SHARING
SERVICES GLOBAL CORPORATION
(Name
of Issuer)
Class
A Common Stock, $0.0001 Par Value
(Title
of Class of Securities)
819536103
(CUSIP
Number)
Frank
D. Heuszel
c/o
Document Security Systems, Inc.
200
Canal View Boulevard
Suite
104
Rochester,
New York 14623
(585)
325-3610
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
July
21, 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).
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1
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NAMES
OF REPORTING PERSON
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Document
Security Systems, Inc.
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
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(a)
[ ]
(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)
WC
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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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[ ]
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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New
York
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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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72,417,593(1)
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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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72,417,593(1)
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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
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72,417,593(1)
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
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[ ]
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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57.44%(2)
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14
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TYPE
OF REPORTING PERSON (See Instructions)
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CO
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(1)
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Includes
10,000,000 warrants to purchase shares of Class A Common Stock at an average exercise
price of $0.20.. The Warrants immediately vested and may be exercised at any time commencing
on the date of issuance and ending three (3) year from such date. See Item 6 for more
details.
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(2)
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Based
on 126,072,386 shares of Class A Common Stock issued and outstanding as of June 30, 2020,
as reported on the Issuer’s Annual Report on Form 10-K for the year ended April
30, 2020, and does not include issuances of Class A Common Stock after June 30, 2020,
including issuances to the Reporting Person.
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Schedule
13D
This
Amendment No. 4 (this “Amendment”) amends and supplements the statement on Schedule 13D (the “Schedule
13D) filed by Document Security Systems, Inc., a New York corporation (the “Reporting Person”), on April 3,
2020, as amended by Amendment No .1 to the Schedule 13D filed on April 7, 2020, as amended by Amendment No. 2 to the Schedule
13D filed on April 21, 2020, and as amended by Amendment No. 3 to the Schedule 13D filed on June 23, 2020, relating to
the beneficial ownership of shares of Class A Common Stock, $0.0001 par value per share (“Class A Common Stock”)
of Sharing Services Global Corporation, a Nevada Corporation (the “Issuer”). Capitalized terms used herein and not
otherwise defined shall have the respective meanings ascribed to them in the Schedule 13D.
Item
2. Identity and Background
Item
2 is hereby amended as follows:
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a)
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This
statement is being filed by Document Security Systems, Inc., a New York corporation (the “Reporting Person”).
The shares covered by this Schedule 13D are held of record by Decentralized Sharing Systems, Inc., a Nevada corporation (“DSSS”),
a wholly-owned subsidiary of the Reporting Person, which is controlled by the Reporting Person.
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(b)
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The
address of the principle office of each of the Reporting Person and DSSS is 200 Canal View Boulevard, Suite 104, Rochester,
New York 14623.
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(c)
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Present
principal occupation or employment and the name, principal business and address of any
corporation or other organization in which such employment is conducted:
Reporting
Person’s principal business is developer and marketer of secure document and product technologies.
The
principle business of DSSS, a direct subsidiary of the Reporting Persons, is to provide services to assist companies in
the new business model of the peer-to-peer decentralized sharing marketplaces and direct marketing
The
information required by instruction C to Schedule 13D with respect to the executive officers and directors of the Reporting
Persons set forth below.
Document
Security Systems, Inc.
Directors
Frank
D. Heuszel
Heng
Fai Ambrose Chan
Sassuan
Lee
Jose
Escudero
John
Thatch
Lowell
Wai Wah
William
Wu
Executive
Officers
Frank
D. Heuszel – Chief Executive Officer
Jason
Grady – Chief Operating Officer
Decentralized
Sharing Systems, Inc.
Directors
Frank
D. Heuszel
Jason
Grady
Lum
Kan Vai (Vincent)
Executive
Officers
Heng
Fai Ambrose Chan – Chief Executive Officer
Frank
D. Heuszel – President
Jason
Grady – Vice President
Todd
D. Macko - Treasurer
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(d)
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Neither
the Reporting Persons nor individuals referenced above in Item 2 have been convicted in a criminal proceeding in the past
five years.
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(e)
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During
the last five years, the Reporting Person and individuals referenced above in Item 2 has not been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result thereof were or are subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
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(f)
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Except
for Jose Escudero, a citizen of Spain, Sassuan Lee, William Wu, Lowell Wai Wah, and Kum Kan Vai (Vincent), each a citizen
of the Republic of China, Hong Kong, and Heng Fai Ambrose Chan, a citizen of Singapore and the Republic of China,
Hong Kong, all the individuals listed above are citizens of the United States.
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Item
3. Source and Amount of Funds or Other Considerations
Item
3 is hereby amended as follows:
As
of July 21, 2020, the Reporting Person had purchased via open-market transactions 13,917,593 shares of the Issuer’s
Class A Common Stock at an average purchase price of $0.05 per share and purchased 48,500,000 shares of the Issuer’s
Class A Common stock in private placements at an average purchase price of $0.08 per share. In addition, on July 23,
2020, the Company purchased 10,000,000 warrants to purchase shares of Class A Common Stock at an average purchase price of $0.20
per share.
The total consideration paid by the Reporting
Person for such shares was approximately $5,291,000. The source of funds used in making the purchases was the Reporting
Person’s working capital.
Item
5. Interest in Securities of the Issuer
Item5
is hereby amended as follows:
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(a)
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The
Reporting Person beneficially owns 32,417,593 shares of Class A Common Stock, which constitutes 57.44% of the
shares of Class A Common Stock issued and outstanding as of June 30, 2020, as reported on the Issuer’s Annual
Report on Form 10-K for the year ended April 30, 2020, and does not include issuances of Class
A Common Stock after June 30, 2020, including issuances to the Reporting Person.
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(b)
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The
Reporting person has the sole power to vote and to dispose of the shares of Class A Common Stock.
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(c)
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The
Reporting Person has affected, within the last sixty (60) days, the following transactions involving the Issuer’s Class
A Common Stock:
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Date
of
Transaction
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Type
of
Transaction
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Number
of Shares
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Price
per Share
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How
Effected
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07/23/2020
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Purchase
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10,000,000
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(1)
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$
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0.20
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Subscription
Agreement between Reporting Person and Issuer
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07/23/2020
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Purchase
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30,000,000
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(1)
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$
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0.08
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Subscription Agreement
between Reporting Person and Issuer
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07/21/2020
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Purchase
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8,000,000
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$
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0.08
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Private purchase
from third party
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07/21/2020
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Purchase
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3,000,000
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$
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0.08
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Private purchase
from third party
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06/19/2020
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Purchase
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5,000,000
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$
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0.08
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Private purchase
from third party
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06/04/2020
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Purchase
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316,169
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$
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0.07
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Open Market
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06/03/2020
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Purchase
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7,000
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$
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0.07
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Open Market
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(1)
See Item 6
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(d)
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No
other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from
the sale of, such securities.
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(e)
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Not
applicable.
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Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item
6 is hereby amended to add the following:
On
July 23, 2020, Chan Heng Fai Ambrose, the Chairman of the Board of the Reporting Person, assigned a Stock Purchase and Share Subscription
Agreement by and between Mr. Chan and the Issuer, pursuant to which the Reporting Person purchased 30,000,000 shares of Class
A Common Stock (the “Shares”) and 10,000,000 warrants to purchase Class A Common Stock (the “Warrants”
and, collectively, the Shares together with the Warrants, the “Securities”). The Warrants immediately vested and may
be exercised at any time commencing on the date of issuance and ending three (3) year from such date. The Securities are also
subject to a one (1) year trading restriction pursuant to the terms of a Lock-Up Agreement entered into between Mr. Chan and the
Company and assigned to the Reporting Person.
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.
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Dated:
July 31, 2020
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/s/
Frank D. Heuszel
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Name:
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Frank
D. Heuszel
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Sharing Services Global (PK) (USOTC:SHRG)
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