UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☐
Filed by a Party other than the Registrant ☒
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☐ | Definitive Proxy Statement |
| ☒ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
TAX-FREE FIXED INCOME FUND II FOR PUERTO RICO RESIDENTS, INC.
(Name of Registrant as Specified In Its Charter)
Ocean Capital LLC
William Heath Hawk
Roxana Cruz-Rivera
José R. Izquierdo II
Brent D. Rosenthal
Ethan A. Danial
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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| | (2) | Aggregate number of securities to which transaction applies: |
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| | (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
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| | (4) | Proposed maximum aggregate value of transaction: |
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| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
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On January 7, 2022, Ocean Capital LLC (“Ocean Capital”) and the other parties named therein filed with the Securities and Exchange Commission (“SEC”) an Amendment No. 2 to its Schedule 13D with respect to Tax-Free Fixed Income Fund II for Puerto Rico Residents, Inc. (the “Fund”), a copy of which is filed herewith as Exhibit 1.
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS
To the Shareholders of Tax-Free Fixed Income Fund II for Puerto Rico Residents, Inc.:
Ocean Capital and the other participants in its solicitation (collectively, the “Participants”) have filed with the SEC a definitive proxy statement and accompanying form of BLUE proxy card to be used in connection with the solicitation of proxies from the shareholders of the Fund for its upcoming annual meeting of shareholders. All shareholders of the Fund are advised to read the definitive proxy statement and other documents related to the solicitation of proxies by the Participants, as they contain important information, including additional information relating to the Participants and their direct or indirect interests, by security holdings or otherwise. The definitive proxy statement and accompanying BLUE proxy card, any amendments or supplements to the definitive proxy statement, and other relevant documents filed by the Participants with the SEC are available at no charge on the SEC’s website at http://www.sec.gov.
Exhibit 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Tax-Free Fixed Income Fund II for Puerto Rico Residents, Inc.
(Name of Issuer)
Common Shares, $0.01 par value
(Title of Class of Securities)
87678E107
(CUSIP Number)
W. Heath Hawk
GAM Tower, 2 Tabonuco St., Suite 200
Guaynabo, Puerto Rico 00968
(770) 777-9373
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 7, 2022
(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 of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐
| * | 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).
(Page 1 of 9 Pages)
| CUSIP No. 87678E107 | SCHEDULE 13D | Page 2 of 9 Pages |
| 1 | NAME OF REPORTING PERSON Ocean Capital LLC |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a): o (b): o |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS WC |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Puerto Rico |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH | 7 | SOLE VOTING POWER 0 |
| 8 | SHARED VOTING POWER 2,548,019 |
| 9 | SOLE DISPOSITIVE POWER 0 |
| 10 | SHARED DISPOSITIVE POWER 2,548,019 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 2,548,019 |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.3%1 |
| 14 | TYPE OF REPORTING PERSON OO |
| 1 | The percentages used herein are calculated based upon 30,850,447 shares of common stock outstanding as of December 8, 2021, as disclosed in the issuer’s proxy statement filed with the Securities and Exchange Commission (“SEC”) on January 6, 2022. |
| CUSIP No. 87678E107 | SCHEDULE 13D | Page 3 of 9 Pages |
| 1 | NAME OF REPORTING PERSON William Heath Hawk |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a): o (b): o |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS WC, PF |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH | 7 | SOLE VOTING POWER 0 |
| 8 | SHARED VOTING POWER 2,709,6081 |
| 9 | SOLE DISPOSITIVE POWER 0 |
| 10 | SHARED DISPOSITIVE POWER 2,709,6081 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 2,709,608 |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.8%2 |
| 14 | TYPE OF REPORTING PERSON IN |
| 1 | Consisting of (i) 161,589 shares held in a joint account of Mr. Hawk and his spouse (ii) 2,548,019 shares held by Ocean Capital LLC, which are deemed to be beneficially owned by Mr. Hawk in his capacity as managing member of Ocean Capital LLC. |
| 2 | The percentages used herein are calculated based upon 30,850,447 shares of common stock outstanding as of December 8, 2021, as disclosed in the issuer’s proxy statement. |
| CUSIP No. 87678E107 | SCHEDULE 13D | Page 4 of 9 Pages |
| 1 | NAME OF REPORTING PERSON Roxana Cruz-Rivera |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a): o (b): o |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH | 7 | SOLE VOTING POWER 0 |
| 8 | SHARED VOTING POWER 0 |
| 9 | SOLE DISPOSITIVE POWER 0 |
| 10 | SHARED DISPOSITIVE POWER 0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 0 |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% |
| 14 | TYPE OF REPORTING PERSON IN |
| CUSIP No. 87678E107 | SCHEDULE 13D | Page 5 of 9 Pages |
| 1 | NAME OF REPORTING PERSON Brent D. Rosenthal |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a): o (b): o |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH | 7 | SOLE VOTING POWER 0 |
| 8 | SHARED VOTING POWER 0 |
| 9 | SOLE DISPOSITIVE POWER 0 |
| 10 | SHARED DISPOSITIVE POWER 0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 0 |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% |
| 14 | TYPE OF REPORTING PERSON IN |
| CUSIP No. 87678E107 | SCHEDULE 13D | Page 6 of 9 Pages |
| 1 | NAME OF REPORTING PERSON José R. Izquierdo II |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a): o (b): o |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH | 7 | SOLE VOTING POWER 0 |
| 8 | SHARED VOTING POWER 0 |
| 9 | SOLE DISPOSITIVE POWER 0 |
| 10 | SHARED DISPOSITIVE POWER 0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 0 |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% |
| 14 | TYPE OF REPORTING PERSON IN |
| CUSIP No. 87678E107 | SCHEDULE 13D | Page 7 of 9 Pages |
| 1 | NAME OF REPORTING PERSON Ethan A. Danial |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a): o (b): o |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH | 7 | SOLE VOTING POWER 0 |
| 8 | SHARED VOTING POWER 0 |
| 9 | SOLE DISPOSITIVE POWER 0 |
| 10 | SHARED DISPOSITIVE POWER 0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 0 |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% |
| 14 | TYPE OF REPORTING PERSON IN |
| CUSIP No. 87678E107 | | SCHEDULE 13D | | Page 8 of 9 Pages |
The following constitutes Amendment No. 2 (“Amendment No. 2”) to the Schedule 13D filed by the undersigned with the Securities and Exchange Commission (the “SEC”) on December 21, 2021, as amended by the Amendment No. 1 filed on December 30, 2021 (collectively, the “Schedule 13D”). This Amendment No. 2 amends the Schedule 13D as specifically set forth herein.
| Item 4. | PURPOSE OF TRANSACTION |
Item 4 is amended to add the following:
On January 7, 2022, the Amended Reporting Persons filed a definitive proxy statement and an accompanying BLUE proxy card with the SEC in connection with their solicitation of proxies for the Annual Meeting. The Amended Reporting Persons will seek shareholder support for Ocean Capital’s proposals to (i) elect Roxana Cruz-Rivera, José R. Izquierdo II, Brent D. Rosenthal and Ethan A. Danial to the Board and (ii) repeal any provision of, or amendment to, the Issuer’s bylaws adopted by the Board without shareholder approval subsequent to December 30, 2021. Details of the Amended Reporting Persons’ proposals, including information about their nominees, can be found in the Amended Reporting Persons’ definitive proxy statement, which is available at no charge on the SEC’s website at http://www.sec.gov. The Amended Reporting Persons are asking shareholders to vote on their BLUE proxy card “FOR ALL” of the nominees named above and “FOR” the repeal of any provision of, or amendment to, the Issuer’s bylaws adopted by the Board without shareholder approval subsequent to December 30, 2021.
| CUSIP No. 87678E107 | | SCHEDULE 13D | | Page 9 of 9 Pages |
SIGNATURES
After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: January 7, 2022
| | Ocean Capital LLC |
| | |
| | By: | /s/ William Heath Hawk |
| | Name: | William Heath Hawk |
| | Title: | Managing Member |
| | |
| | William Heath Hawk |
| | |
| | /s/ William Heath Hawk |
| | |
| | Roxana Cruz-Rivera |
| | |
| | /s/ Roxana Cruz-Rivera |
| | |
| | Brent D. Rosenthal |
| | |
| | /s/ Brent D. Rosenthal |
| | |
| | José R. Izquierdo II |
| | |
| | /s/ José R. Izquierdo II |
| | |
| | Ethan A. Danial |
| | |
| | /s/ Ethan A. Danial |
