Statement of Ownership (sc 13g)
10 Juillet 2018 - 3:30PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Information Statement Pursuant to Rules
13d-1 and 13d-2
Under the Securities Exchange Act of
1934
(Amendment No. __)*
US
Nuclear Corp.
(Name of Issuer)
Common stock, par value $0.0001 per share
(Title of Class of Securities)
91733U106
(CUSIP Number)
June 30, 2018
Date of Event Which Requires Filing of the
Statement
Check the appropriate box to designate
the rule pursuant to which this Schedule is filed:
*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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CUSIP No.
91733U106
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13G
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Page
2
of
10 Pages
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1.
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NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citadel Securities LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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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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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE VOTING POWER
0
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6.
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SHARED VOTING POWER
0 shares
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7.
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SOLE DISPOSITIVE POWER
0
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8.
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SHARED DISPOSITIVE POWER
See Row 6 above
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
1
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12.
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TYPE OF REPORTING PERSON
BD; OO
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1
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There were 15,851,813 shares of common stock outstanding as of May 17, 2018 (according to
the Form 10-Q filed by the issuer with the Securities and Exchange Commission on May 17, 2018). This Schedule 13G is being
filed to reflect that the reporting persons’ beneficial ownership of the common stock exceeded 10% of the shares
outstanding as of June 30, 2018.
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CUSIP No.
91733U106
|
13G
|
Page
3
of
10 Pages
|
|
1.
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NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CALC III LP
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2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b)
¨
|
|
3.
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SEC USE ONLY
|
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE VOTING POWER
0
|
|
6.
|
SHARED VOTING POWER
0 shares
|
|
7.
|
SOLE DISPOSITIVE POWER
0
|
|
8.
|
SHARED DISPOSITIVE POWER
See Row 6 above
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
|
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12.
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TYPE OF REPORTING PERSON
PN; HC
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CUSIP No.
91733U106
|
13G
|
Page
4
of
10 Pages
|
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1.
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NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citadel Securities GP LLC
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|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b)
¨
|
|
3.
|
SEC USE ONLY
|
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE VOTING POWER
0
|
|
6.
|
SHARED VOTING POWER
0 shares
|
|
7.
|
SOLE DISPOSITIVE POWER
0
|
|
8.
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SHARED DISPOSITIVE POWER
See Row 6 above.
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above.
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
|
11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
|
|
12.
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TYPE OF REPORTING PERSON
OO; HC
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CUSIP No.
91733U106
|
13G
|
Page
5
of
10 Pages
|
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1.
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NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kenneth Griffin
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b)
¨
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE VOTING POWER
0
|
|
6.
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SHARED VOTING POWER
0 shares
|
|
7.
|
SOLE DISPOSITIVE POWER
0
|
|
8.
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SHARED DISPOSITIVE POWER
See Row 6 above
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
|
|
12.
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TYPE OF REPORTING PERSON
IN; HC
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CUSIP No.
91733U106
|
13G
|
Page
6
of
10 Pages
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US Nuclear Corp.
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Item 1(b)
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Address of Issuer’s Principal Executive Offices
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7051 Eton Avenue, Canoga Park, California 91303
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Item 2(a)
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Name of Person Filing
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This Schedule 13G is being jointly filed by Citadel Securities
LLC (“CS”), CALC III LP (“CALC3”), Citadel Securities GP LLC (“CSGP”) and Mr. Kenneth Griffin
(collectively with CS, CALC3 and CSGP, the “Reporting Persons”) with respect to shares of common stock of the above-named
issuer owned by CS.
CS is a broker dealer and market maker. CALC3 is the non-member
manager of CS. CSGP is the general partner of CALC3. Mr. Griffin owns a controlling interest in CSGP.
The filing of this statement shall not be construed as an admission
that any of the Reporting Persons is the beneficial owner of any securities covered by the statement other than the securities
actually owned by such person (if any).
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Item 2(b)
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Address of Principal Business Office
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The address of the principal business office of each of the
Reporting Persons is 131 S. Dearborn Street, 32nd Floor, Chicago, Illinois 60603.
Each of CS and CSGP is organized as a limited liability company
under the laws of the State of Delaware. CALC3 is organized as a limited partnership under the laws of the State of Delaware. Mr.
Griffin is a U.S. citizen.
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Item 2(d)
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Title of Class of Securities
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Common stock, $0.0001 par value
91733U106
|
CUSIP No.
91733U106
|
13G
|
Page
7
of
10 Pages
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Item 3
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If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the
person filing is a:
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(a)
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x
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Broker or dealer registered under Section 15 of the Exchange Act;
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(b)
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¨
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Bank as defined in Section 3(a)(6) of the Exchange Act;
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(c)
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¨
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Insurance company as defined in Section 3(a)(19) of the Exchange Act;
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(d)
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¨
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Investment company registered under Section 8 of the Investment Company Act;
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(e)
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¨
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An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
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(f)
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¨
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An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
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(g)
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x
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A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
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(h)
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¨
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
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(i)
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¨
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A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
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(j)
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¨
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A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
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(k)
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¨
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Group, in accordance with Rule 13d-1(b)(1)(ii)(K).
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If filing as
a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ____________.
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CUSIP No.
91733U106
|
13G
|
Page
8
of
10 Pages
|
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|
A.
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Citadel Securities LLC
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(a)
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CS beneficially owns 0 shares of common stock.
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(b)
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The number of shares CS may be deemed to beneficially own constitutes 0% of the common
stock outstanding.
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(c)
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Number of shares as to which such person has:
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(i)
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sole power to vote or to direct the vote: 0
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(ii)
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shared power to vote or to direct the vote: 0
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(iii)
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sole power to dispose or to direct the disposition of: 0
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(iv)
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shared power to dispose or to direct the disposition of: 0
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(a)
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CALC3 beneficially owns 0 shares of common stock.
|
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(b)
|
The number of shares CALC3 may be deemed to beneficially own constitutes 0% of the
common stock outstanding.
|
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(c)
|
Number of shares as to which such person has:
|
|
|
(i)
|
sole power to vote or to direct the vote: 0
|
|
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(ii)
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shared power to vote or to direct the vote: 0
|
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(iii)
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sole power to dispose or to direct the disposition of: 0
|
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(iv)
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shared power to dispose or to direct the disposition of: 0
|
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CUSIP No.
91733U106
|
13G
|
Page
9
of
10 Pages
|
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|
C.
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Citadel Securities GP LLC and Kenneth Griffin
|
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(a)
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Each of CSGP and Griffin beneficially owns 0 shares of common stock.
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(b)
|
The number of shares CSGP and Griffin may be deemed to beneficially own constitutes
0% of the common stock outstanding.
|
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(c)
|
Number of shares as to which such person has:
|
|
|
(i)
|
sole power to vote or to direct the vote: 0
|
|
|
(ii)
|
shared power to vote or to direct the vote: 0
|
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(iii)
|
sole power to dispose or to direct the disposition of: 0
|
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(iv)
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shared power to dispose or to direct the disposition of: 0
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Item 5
|
Ownership of Five Percent or Less of a Class
|
If this statement is being filed to report the fact
that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities,
check the following
x
.
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Item 6
|
Ownership of More than Five Percent on Behalf of Another Person
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Not Applicable
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Item 7
|
Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding
Company
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See Item 2 above
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Item 8
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Identification and Classification of Members of the Group
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Not Applicable
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Item 9
|
Notice of Dissolution of Group
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Not Applicable
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.
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CUSIP No.
91733U106
|
13G
|
Page
10
of
10 Pages
|
After reasonable inquiry
and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated this 10
th
day of July, 2018.
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CITADEL SECURITIES LLC
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CALC III LP
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By:
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/s/ Guy Miller
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By:
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/s/ Guy Miller
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Guy Miller, Authorized Signatory
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Guy Miller, Authorized Signatory
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CITADEL SECURITIES GP LLC
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KENNETH GRIFFIN
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By:
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/s/ Guy Miller
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By:
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/s/ Guy Miller
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Guy Miller, Authorized Signatory
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Guy Miller, attorney-in-fact
*
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*
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Guy Miller is signing on behalf of Kenneth Griffin as attorney-in-fact
pursuant to a power of attorney filed with the Securities and Exchange Commission on February 14, 2018, and hereby incorporated
by reference herein. The power of attorney was filed as an attachment to a filing by Citadel Securities LLC on Schedule 13G/A
for Paragon Shipping Inc.
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