UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)*
LL Flooring Holdings, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
55003T107
(CUSIP Number)
Avi Cohen
2350 W O Smith Street
Lawrenceburg, TN 38464
617-851-9635
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 8, 2024
(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 § 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(b) 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 (the “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).
SCHEDULE 13D
CUSIP No. 55003T107
| 1 | Names of Reporting Persons
F9 Investments, LLC (Single Member LLC with Thomas D. Sullivan Single Member) | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds
PF | |||||
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e):
☐ | |||||
| 6 | Citizenship or Place of Organization
Florida | |||||
Number of Shares Beneficially Owned by Each Reporting Person With:
| 7 | Sole Voting Power
0 | ||||
| 8 | Shared Voting Power
2,698,907 | |||||
| 9 | Sole Dispositive Power
0 | |||||
| 10 | Shared Dispositive Power
2,698,907 | |||||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,698,907 | |||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
| 13 | Percent of Class Represented by Amount in Row (11)
8.8% | |||||
| 14 | Type of Reporting Person
PN | |||||
SCHEDULE 13D
CUSIP No. 55003T107
| 1 | Names of Reporting Persons
Thomas D. Sullivan | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds
PF | |||||
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e):
☐ | |||||
| 6 | Citizenship or Place of Organization
United States | |||||
Number of Shares Beneficially Owned by Each Reporting Person With:
| 7 | Sole Voting Power
0 | ||||
| 8 | Shared Voting Power
1,100 | |||||
| 9 | Sole Dispositive Power
0 | |||||
| 10 | Shared Dispositive Power
1,100 | |||||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,100 | |||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
| 13 | Percent of Class Represented by Amount in Row (11)
Less than 1% | |||||
| 14 | Type of Reporting Person
IN | |||||
SCHEDULE 13D
CUSIP No. 55003T107
| 1 | Names of Reporting Persons
John Jason Delves | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds
PF | |||||
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e):
☐ | |||||
| 6 | Citizenship or Place of Organization
United States | |||||
Number of Shares Beneficially Owned by Each Reporting Person With:
| 7 | Sole Voting Power
0 | ||||
| 8 | Shared Voting Power
13,000 | |||||
| 9 | Sole Dispositive Power
0 | |||||
| 10 | Shared Dispositive Power
13,000 | |||||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
13,000 | |||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
| 13 | Percent of Class Represented by Amount in Row (11)
Less than 1% | |||||
| 14 | Type of Reporting Person
IN | |||||
AMENDMENT NO. 11 TO SCHEDULE 13D
This Amendment No. 11 to Schedule 13D (this “Amendment”) relates to the common stock, par value $0.001 per share (the “Common Stock”), of LL Flooring Holdings, Inc., a Delaware corporation (“LL”). This Amendment is being filed to amend the Schedule 13D that was originally filed on May 25, 2023, as amended by Amendment No. 1 filed on May 30, 2023, Amendment No. 2 filed on June 12, 2023, Amendment No. 3 filed on August 17, 2023, Amendment No. 4 filed on November 14, 2023, Amendment No. 5 filed on January 18, 2024, Amendment No. 6 filed on April 11, 2024 and Amendment No. 7 filed on April 30, 2024, Amendment No. 8 filed on May 31, 2024, Amendment No. 9 filed on June 28, 2025 and Amendment No. 10 filed on July 12, 2024 (collectively, the “Schedule 13D”). Other than information set in Item 4, no other information in the Schedule 13D is being amended. Unless otherwise indicated in this Amendment, all capitalized terms have the meanings ascribed to them in the Schedule 13D.
Item 4. Purpose of Transaction
As previously announced, John Jason Delves, Thomas D. Sullivan and Jill Witter (collectively, the “F9 Nominees”), each of whom was nominated by F9 to serve on LL’s board of directors, were elected to the board at the annual stockholder meeting held on July 10, 2024. The goal of the F9 Nominees was to work collaboratively with the other board members and management to help facilitate a turnaround of LL and provide their unique industry expertise, as well as to bring accountability and a shareholder perspective to the Board given the Reporting Persons’ investment in LL. However, in connection with the Company’s filing of a voluntary petition seeking relief under chapter 11 of the United States Bankruptcy Code, F9 may potentially be involved in an acquisition of LL’s assets. The F9 Nominees did not engage in and recused themselves from discussions of the LL board with respect to the foregoing. In light of these matters, each of the F9 Nominees resigned as a member of the LL board effective August 8, 2024.
As set forth in the Schedule 13D, the Reporting Persons reserve the right to change their plans at any time, as they deem appropriate, and in light of their ongoing evaluation of numerous factors described therein.
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.
| Date: August 12, 2024 | F9 INVESTMENTS, LLC | |||||
| By: | /s/ Thomas D. Sullivan | |||||
| Name: | Thomas D. Sullivan | |||||
| Title: | Managing Member, Single Member | |||||
/s/ Thomas D. Sullivan | ||||||
| Name: Thomas D. Sullivan | ||||||
/s/ John Jason Delves | ||||||
| Name: John Jason Delves | ||||||
