UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ________)*
The Joint Corp. |
(Name of Issuer) |
|
Common Stock, par value $.001 per share |
(Title of Class of Securities) |
|
47973J102 |
(CUSIP Number) |
|
Anne Gerretzen Michaud, 1681 Tyler Green Trail, Smyrna, GA 30080 Telephone Number: (404) 428-3166 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
|
November 18, 2014 |
(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)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
* 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. 47973J102 | 13G | Page 2 of 6 |
1. | NAMES OF REPORTING PERSONSI.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) ¨ |
3. | SEC USE ONLY
|
4. | CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER
534,000 |
6. | SHARED VOTING POWER
-0- | |
7. | SOLE DISPOSITIVE POWER
534,000 | |
8. | SHARED DISPOSITIVE POWER
-0- |
9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
534,000 |
10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9 EXCLUDES CERTAIN SHARES
(see instructions) ¨ |
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.49% |
12. | TYPE OF REPORTING PERSON (see instructions)
IN |
CUSIP No. 47973J102 | 13G | Page 3 of 6 |
Item 1.
(a) | Name of Issuer
The Issuer is The Joint Corp. | |
(b) | Address of Issuer’s Principal Executive Offices
The Issuer’s principal executive offices are located at 16767 North Perimeter Drive, Suite 240, Scottsdale, Arizona 85260. |
Item 2.
(a) | Name of Person Filing
Anne Gerretzen Michaud | |
(b) | Address of the Principal Office or, if none, residence
1681 Tyler Green Trail, Smyrna, GA 30080 | |
(c) | Citizenship
Ms. Gerretzen Michaud is a citizen of the United States. | |
(d) | Title of Class of Securities
Common stock, face value $.001 per share | |
(e) | CUSIP Number
47973J102 |
CUSIP No. 47973J102 | 13G | Page 4 of 6 |
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a) ¨ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | |
(b) ¨ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | |
(c) ¨ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | |
(d) ¨ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | |
(e) ¨ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | |
(f) ¨ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | |
(g) ¨ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | |
(h) ¨ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
(i) ¨ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
(j) ¨ | Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
Item 4. Ownership.
| (a) | Amount beneficially owned:534,000 shares owned directly by Anne Gerretzen Michaud.*
*The Reporting Person is the former wife of Fred Gerretzen. The parties were divorced pursuant to the Amended Final Order of the Superior Court of Cobb County, Georgia, filed March 9, 2012. Pursuant to such order, the Reporting Person received 8% of Dr. Gerretzen’s ownership interest in the Issuer as an equitable division of property. The order was incorporated into a Final Order on Contempt and Modification filed May 19, 2014. Due to a stockholder agreement with respect to the Issuer and transfer restrictions then in place, at the time Dr. Gerretzen could not transfer the interest to the Reporting Person and was ordered to hold the Reporting Person’s interest in constructive trust for the benefit of the Reporting Person and minor children until such time as the transfer restrictions imposed by the Issuer were no longer in effect. On November 18, 2014, 534,000 shares of Common Stock were issued in the name of the Reporting Person in accordance with the foregoing-described court orders. | ||
| (b) | Percent of class: 5.49%. The percentages in this schedule were calculated on the basis of 9,723,933 shares outstanding, which is the number of shares outstanding as of December 10, 2014 as reported by the Issuer in its Quarterly Report on Form 10-Q filed on December 22, 2014. | ||
| |||
| (c) | Number of shares as to which the person has: | ||
(i) | Sole power to vote or to direct the vote 534,000 | ||
(ii) | Shared power to vote or to direct the vote -0-. | ||
(iii) | Sole power to dispose or to direct the disposition of 534,000 | ||
(iv) | Shared power to dispose or to direct the disposition of -0- | ||
CUSIP No. 47973J102 | 13G | Page 5 of 6 |
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
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.
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.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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.
CUSIP No. 47973J102 | 13G | Page 6 of 6 |
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.
| Dated: February 15, 2015 | /s/ Anne Gerretzen Michaud |
Anne Gerretzen Michaud |
