SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO § 240.13d-2
(Amendment No. 7)1
LeapFrog Enterprises, Inc.
(Name of Issuer)
CLASS A COMMON STOCK, $.0001 PAR VALUE
(Title of Class of Securities)
52186N106
(CUSIP Number)
December 31, 2015
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
| 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 the disclosures provided in a prior cover page. |
The information required in 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).
SC 13G
| CUSIP No. 52186N106 | Page 2 of 8 |
| 1. | Name of Reporting Person
HAMPSTEAD ASSOCIATES, L.L.C. | |||||
| 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- | |||||
| 7. | Sole Dispositive Power
-0- | |||||
| 8. | Shared Dispositive Power
-0- | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
-0- | |||||
| 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. | Type of Reporting Person
OO | |||||
SC 13G
| CUSIP No. 52186N106 | Page 3 of 8 |
| 1. | Name of Reporting Person
KNOWLEDGE UNIVERSE LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
California | |||||
Number of Shares Beneficially Owned By Each Reporting Person With | 5. | Sole Voting Power
-0- | ||||
| 6. | Shared Voting Power
-0- | |||||
| 7. | Sole Dispositive Power
-0- | |||||
| 8. | Shared Dispositive Power
-0- | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
-0- | |||||
| 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. | Type of Reporting Person
OO | |||||
SC 13G
| CUSIP No. 52186N106 | Page 4 of 8 |
| 1. | Name of Reporting Person
MICHAEL R. MILKEN | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
USA | |||||
Number of Shares Beneficially Owned By Each Reporting Person With | 5. | Sole Voting Power
1,789(1) | ||||
| 6. | Shared Voting Power
-0- | |||||
| 7. | Sole Dispositive Power
1,789(1) | |||||
| 8. | Shared Dispositive Power
-0- | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,789(1) | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
Less than 0.1% | |||||
| 12. | Type of Reporting Person
IN | |||||
| (1) | Represents 1,789 shares of Class A Common Stock held directly by Mr. Milken. |
SC 13G
| CUSIP No. 52186N106 | Page 5 of 8 |
| 1. | Name of Reporting Person
LOWELL J. MILKEN | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
USA | |||||
Number of Shares Beneficially Owned By Each Reporting Person With | 5. | Sole Voting Power
-0- | ||||
| 6. | Shared Voting Power
-0- | |||||
| 7. | Sole Dispositive Power
-0- | |||||
| 8. | Shared Dispositive Power
-0- | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
-0- | |||||
| 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. | Type of Reporting Person
IN | |||||
| Item 1. |
| (a) | Name of Issuer: |
LeapFrog Enterprises, Inc.
| (b) | Address of Issuer’s Principal Executive Offices: |
6401 Hollis Street, Suite 100
Emeryville, CA 94608
| Item 2. |
| (a) | Name of Person Filing: |
Hampstead Associates, L.L.C.
Knowledge Universe LLC
Lowell J. Milken
Michael R. Milken
| (b) | Address of Principal Business Office or, if None, Residence: |
1250 Fourth Street
Santa Monica, California 90401
| (c) | Citizenship: |
See Item 4 of each cover page.
| (d) | Title of Class of Securities: |
Class A Common Stock, par value $.0001 per share
| (e) | CUSIP Number: |
52186N106
| Item 3. |
Not applicable.
| Item 4. | Ownership. |
(a) Amount Beneficially Owned:
See Item 9 of each cover page.
(b) Percent of Class:
See Item 11 of each cover page.
Page 6 of 8
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote:
See Item 5 of each cover page.
(ii) Shared power to vote or direct the vote:
See Item 6 of each cover page.
(iii) Sole power to dispose or direct the disposition of:
See Item 7 of each cover page.
(iv) Shared power to dispose or direct the disposition of:
See Item 8 of each cover page.
| 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 followingx.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not Applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not Applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Not Applicable.
| Item 9. | Notice of Dissolution of Group. |
Not Applicable.
| Item 10. | Certification. |
Not Applicable.
Page 7 of 8
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: February 12, 2016 | Hampstead Associates, L.L.C., | |||
| a Delaware limited liability company | ||||
/s/ Stanley E. Maron | ||||
| By: | Stanley E. Maron, | |||
| Its: | Secretary | |||
| Dated: February 12, 2016 | Knowledge Universe LLC, | |||
| a California limited liability company | ||||
/s/ Stanley E. Maron | ||||
| By: | Stanley E. Maron, | |||
| Its: | Secretary | |||
| Dated: February 12, 2016 | ||||
/s/ Lowell J. Milken | ||||
| Lowell J. Milken, an individual | ||||
| Dated: February 12, 2016 | ||||
/s/ Michael R. Milken | ||||
| Michael R. Milken, an individual | ||||
Page 8 of 8
EXHIBIT INDEX
| Exhibit 1 - | Joint Filing Agreement dated as of February 14, 2006 (incorporated by reference to Schedule 13G filed February 14, 2006) |
