| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 1
)*
|
Hydrofarm Holdings Group, Inc. (Name of Issuer) |
Common Stock, $0.0001 par value (Title of Class of Securities) |
44888K209 (CUSIP Number) |
12/31/2024 (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) |
| Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | 44888K209 |
| 1 | Names of Reporting Persons Michael Rapoport | ||||||||
| 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 1,728,394.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 3.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
Comment for Type of Reporting Person:
Based on approximately 46,144,417 shares of the Issuer's Common Stock outstanding as of November 6, 2024 as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on November 7, 2024.
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: Hydrofarm Holdings Group, Inc. | |
| (b) | Address of issuer's principal executive
offices: 1510 Main Street, Shoemakersville, PA, 19555 | |
| Item 2. | ||
| (a) | Name of person filing: Michael Rapoport | |
| (b) | Address or principal business office or, if
none, residence: 991 North Lake Way, Palm Beach, Florida 33480 | |
| (c) | Citizenship: United States of America | |
| (d) | Title of class of securities: Common Stock, $0.0001 par value | |
| (e) | CUSIP No.: 44888K209 | |
| 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) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: 1,728,394
As of the date of the event which requires filing of this statement, Michael Rapoport beneficially owned 1,728,394 shares of common stock, representing 3.7% of the outstanding common stock of the Issuer. This includes: (i) 98,118 shares of common stock beneficially owned by Mr. Rapoport and (ii) 1,630,276 shares of common stock beneficially owned by Broadband Capital Investments, LLC, a limited liability company of which Mr. Rapoport is the managing member. | |
| (b) | Percent of class: 3.7% % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: 1,728,394 | ||
| (ii) Shared power to vote or to direct the
vote: 0 | ||
| (iii) Sole power to dispose or to direct the
disposition of: 1,728,394 | ||
| (iv) Shared power to dispose or to direct the
disposition of: 0 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
|
Ownership of 5 percent or less of a class | ||
| Item 6. | Ownership of more than 5 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. | Certifications: |
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, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| 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. |
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