UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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)
(Amendment No. 6)1
| TrackGroup, Inc. |
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
81373R2095
(CUSIP Number)
LARS WINDHORST
SAPINDA ASIA LIMITED
37thFloor Two IFC
8 Finance Street, Central Hong Kong
+852 2877 3700
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 7, 2015
(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 boxo.
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.
1 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 NO. 81373R2095
| 1 | NAME OF REPORTING PERSON SAPINDA ASIA LIMITED | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a)o (b)o | |
| 3 | SEC USE ONLY
| ||
| 4 | SOURCE OF FUNDS WC, OO | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | o | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION BRITISH VIRGIN ISLANDS | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER - 0 - | |
| 8 | SHARED VOTING POWER 5,072,018 | ||
| 9 | SOLE DISPOSITIVE POWER - 0 - | ||
| 10 | SHARED DISPOSITIVE POWER 5,072,018 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
5,172,214 | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||
50.9% | |||
| 14 | TYPE OF REPORTING PERSON | ||
OO | |||
| 2 |
CUSIP NO. 81373R2095
| 1 | NAME OF REPORTING PERSON LARS WINDHORST | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a)o (b)o | |
| 3 | SEC USE ONLY
| ||
| 4 | SOURCE OF FUNDS AF, PF | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | o | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION GERMANY | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 100,196 | |
| 8 | SHARED VOTING POWER 5,072,018 | ||
| 9 | SOLE DISPOSITIVE POWER 100,196 | ||
| 10 | SHARED DISPOSITIVE POWER 5,072,018 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
5,172,214 | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||
50.9% | |||
| 14 | TYPE OF REPORTING PERSON | ||
IN | |||
| 3 |
CUSIP NO. 81373R2095
The following constitutes Amendment No. 6 to the Schedule 13D filed by the Reporting Persons (“Amendment No. 6”). This Amendment No. 6 amends the Schedule 13D as specifically set forth herein.
| Item 1. | Security and Issuer |
Item 1 is hereby amended and restated as follows:
This statement relates to the shares of the Common Stock, $0.0001 par value per share (the “Common Shares”), of Track Group, Inc., formerly SecureAlert, Inc. (the “Issuer”). The address of the principal executive officers of the Issuer is 400 South Main Street, Suite 700, Salt Lake City, Utah 84111.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended and restated as follows:
The aggregate cost of the 5,103,853 Shares directly owned by Sapinda Asia is $30,817,740, consisting of:
| (i) | 3,905,917 Shares from the conversion of a loan with a principal amount of $16,640,000, |
| (ii) | 472,548 Shares from the conversion of a debenture with a principal amount of $2,000,000; |
| (iii) | 155,703 Shares from an assignment of rights for $1,033,000; |
| (iv) | 115,000 Shares for $2,248,250; |
| (v) | 5,661 Shares for $109,257; |
| (vi) | 20,000 Shares for $347,000; |
| (vii) | 15,000 Shares for $262,500; |
| (viii) | 10,000 Shares for $180,000; |
| (ix) | 11,920 Shares for $212,772; |
| (x) | 7,500 Shares for $118,125; |
| (xi) | 5,925 Shares for $93,911; |
| (xii) | 60,000 Shares for $901,200; |
| (xiii) | 32,853 Shares for $458,299; |
| (xiv) | 45,000 Shares for $761,850; |
| (xv) | 7,021 Shares for $131,995; |
| (xvi) | 90,124 Shares for $2,016,615; |
| (xvii) | 22,342 Shares for $345,184; |
| (xviii) | 84,078 Shares for $1,600,000 |
| (xix) | 28,903 Shares for $432,967; |
| (xx) | 29,300 Shares for $452,985; |
| (xxi) | 28,965 Shares for $472,130; and |
| (xxii) | 24,000 Shares for $380,640. |
Sapinda Asia has also sold 49,907 Shares for an aggregate consideration of $923,115 and 55,835 shares for an aggregate consideration of $558,350 (in a private sale to Mr. Dirk Van Daele, member of the Issuer’s Board of Directors which settled July 7, 2015), such that the aggregate net cost of the 5,072,018 Shares directly owned by Sapinda Asia is $29,716,915.
Except as otherwise provided herein, the source of funds for the purchase of the Shares and securities convertible into or exercisable for Shares reported beneficially owned by Sapinda Asia was the working capital of the purchaser.
The cost of the 100,196 Shares directly owned by Mr. Windhorst is $2,225,000. Such acquisition was to be effected as a single trade of 97,035 Shares, but 64,923 Shares settled on June 14, 2013 for $1,488,684, and the remaining part of the order settled on July 3, 2014, together with dividend Shares, such that 35,273 shares were delivered for $736,328 (or an effective price of approximately $20.875 per Share). All such Shares were purchased with the personal funds of Mr. Windhorst. Mr. Windhorst also purchased 556,648 shares for $7.50 per share on June 13, 2013 which he sold for $7.50 per share on October 30, 2013.
| 4 |
CUSIP NO. 81373R2095
Prior disclosure on Schedule 13D Amendment 3 (the first Schedule 13D amendment as to which Mr. Windhorst and Sapinda Asia had entered into a joint filing agreement) and Schedule 13D Amendments 3 and 4 ought to have reflected 64,923 Shares in Mr. Windhorst’s sole voting and dispositive power and Schedule 13D Amendment 3 ought to have reflected 3,970,840 Shares in Mr. Windhorst’s joint voting and dispositive power. Schedule 13D Amendment 4 ought to have reflected 4,599,091 Shares in Mr. Windhorst’s joint voting and dispositive power.
| Item 5. | Interest in Securities of the Issuer. |
Items 5(a)-(c) are hereby amended and restated as follows:
The aggregate percentage of Shares reported owned by the Reporting Persons is based upon 10,162,167 Shares outstanding, as of May 8, 2015, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 filed with the Securities and Exchange Commission on May 8, 2015.
As of the close of business on the date hereof, Sapinda Asia directly owned 5,072,018 Shares, constituting approximately 49.9% of the Shares outstanding. By virtue of his relationship with Sapinda Asia, its sole shareholder and a director, Mr. Windhorst may be deemed to beneficially own the Shares beneficially owned by Sapinda Asia. In addition, as of the close of business on the date hereof, Mr. Windhorst directly owned 100,196 Shares, or approximately 1.0% of the Shares outstanding.
Amendment No. 3 to the Schedule 13D, filed with the Securities and Exchange Commission on November 5, 2013, erroneously reported the sale of 628,251 Shares at a price of $19.00 per Share on October 29, 2013. No such transaction occurred and Sapinda Asia remains the direct and beneficial owner of the 628,251 Shares referenced in such Amendment No.3. Sapinda Asia was in discussions to sell the 628,251 Shares in a private transaction, but no agreement could be reached and the transaction was not completed.
The transactions by Sapinda Asia in the Shares enumerated as (iv) through (xxii) above, and the acquisitions of the 100,046 shares by Mr. Windhorst disclosed above have been made since the filing of Amendment No. 4 to the Schedule 13D. Schedule A to Amendment No. 5 to the Schedule 13D is amended by Schedule A hereto to accurately report the Share holdings of Sapinda Asia and Mr. Windhorst, respectively, as of the date hereof. All such transactions occurred over-the-counter via private transactions, except as otherwise noted.
Each Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.
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CUSIP NO. 81373R2095
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: July 9, 2015
| SAPINDA ASIA LIMITED | |||
| By: | /s/ Lars Windhorst | ||
| Name: | Lars Windhorst | ||
| Title: | Authorized Signatory | ||
| /s/ Lars Windhorst | |
| LARS WINDHORST |
| 6 |
CUSIP NO. 81373R2095
SCHEDULE A
Transactions in the Shares Since the Filing by the Reporting Persons of Amendment 5 to Schedule 13D
Shares of Common Stock Purchased/(Sold) | Price Per Share | Date of Purchase / Sale |
SAPINDA ASIA LIMITED
| (55,835) | $10.00 | 7/7/15 |
Shares of Common Stock Purchased/(Sold) | Price Per Share | Date of Purchase / Sale |
| LARS WINDHORST | ||
