UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 12)*
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)
September 6, 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. 12 TO SCHEDULE 13D
This Amendment No. 12 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, Amendment No. 7 filed on April 30, 2024, Amendment No. 8 filed on May 31, 2024, Amendment No. 9 filed on June 28, 2025, Amendment No. 10 filed on July 12, 2024 and Amendment No. 11 filed on August 12, 2024 (collectively, the “Schedule 13D”). Other than information set in Items 4 and 7, 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
On September 6, 2024, LumLiQ2, LLC (“LL2”), an indirect, wholly-owned subsidiary of F9 Investments, LLC, as purchaser, F9 Investments, LLC, as guarantor, and LL and certain of its subsidiaries, as sellers (collectively, the “LL Parties”), entered into an Asset Purchase Agreement (the “APA”) pursuant to which, subject to the terms and conditions of the APA, LL2 agreed to acquire certain assets of the LL Parties, including the rights to leases for 219 stores, the inventory in those stores and LL’s Sandston, Virginia distribution center, and intellectual property, and assume certain specified liabilities of the LL Parties. The APA contains customary representations and warranties of the parties and the completion of the transaction contemplated thereby is subject to a number of customary conditions, which, include, among others, the entry of an order of the U.S. Bankruptcy Court for the District of Delaware authorizing and approving the APA, the performance by each party of its obligations under the APA and the material accuracy of each party’s representations. The APA contains certain termination rights for both parties, including the right to terminate the APA if the transactions contemplated thereby are not consummated by October 30, 2024. A copy of the APA is attached hereto as Exhibit 1 and incorporated herein by reference.
Item 7. Material to Be Filed as Exhibits
| Exhibit 1 | Asset Purchase Agreement, dated as of September 6, 2024, among LumLiq2, LLC, as purchaser, F9 Investments, LLC, as guarantor, and LL Flooring Holdings, Inc. and its subsidiaries named therein, as sellers* |
| * | Certain schedules and exhibits have been omitted. The Reporting Persons agree to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request. |
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: September 9, 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 | ||||||