UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
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)
November 17, 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).
| CUSIP No. 87678E107 | SCHEDULE 13D | Page 2 of 13 Pages |
| 1 | NAME OF REPORTING PERSON
Ocean Capital LLC |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a): ☐ (b): ☐ |
| 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)
☐ |
| 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
☐ |
| 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 30,853,984 shares of common stock outstanding as of March 31, 2022, as disclosed in the Issuer’s semi-annual certified shareholder report (the “Shareholder Report”) filed on Form N-CSRS with the Securities and Exchange Commission on June 3, 2022. |
| CUSIP No. 87678E107 | SCHEDULE 13D | Page 3 of 13 Pages |
| 1 | NAME OF REPORTING PERSON
William Heath Hawk |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a): ☐ (b): ☐ |
| 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)
☐ |
| 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
2,709,6081 |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ |
| 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 and (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 30,853,984 shares of common stock outstanding as of March 31, 2022, as disclosed in the Issuer’s Shareholder Report. |
| CUSIP No. 87678E107 | SCHEDULE 13D | Page 4 of 13 Pages |
| 1 | NAME OF REPORTING PERSON
Roxana Cruz-Rivera |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a): ☐ (b): ☐ |
| 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)
☐ |
| 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
☐ |
| 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 13 Pages |
| 1 | NAME OF REPORTING PERSON
Brent D. Rosenthal |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a): ☐ (b): ☐ |
| 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)
☐ |
| 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
☐ |
| 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 13 Pages |
| 1 | NAME OF REPORTING PERSON
José R. Izquierdo II |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a): ☐ (b): ☐ |
| 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)
☐ |
| 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
☐ |
| 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 13 Pages |
| 1 | NAME OF REPORTING PERSON
Ethan A. Danial |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a): ☐ (b): ☐ |
| 3 | SEC USE ONLY
|
| 4 | SOURCE OF FUNDS
OO |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ |
| 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
313,2611 | |
| 9 | SOLE DISPOSITIVE POWER
0 | |
| 10 | SHARED DISPOSITIVE POWER
313,2611 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
313,2611 |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.0%2 |
| 14 | TYPE OF REPORTING PERSON
IN |
| 1 | Consisting of 313,261 shares held by RAD Investments, LLC, which Mr. Danial, as one of its managers, may be deemed to beneficially own. |
| 2 | The percentages used herein are calculated based upon 30,853,984 shares of common stock outstanding as of March 31, 2022, as disclosed in the Issuer’s Shareholder Report. |
| CUSIP No. 87678E107 | SCHEDULE 13D | Page 8 of 13 Pages |
The following constitutes Amendment No. 5 (“Amendment No. 5”) 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, Amendment No. 2 filed on January 7, 2022, Amendment No. 3 filed on April 28, 2022, and Amendment No. 4 filed on June 7, 2022 (collectively, the “Schedule 13D”). This Amendment No. 5 amends the Schedule 13D as specifically set forth herein.
Item 2. IDENTITY AND BACKGROUND
Item 2 is hereby amended and restated as follows:
| (a) | This Schedule 13D is filed by: |
| (i) | Ocean Capital LLC, a Puerto Rico limited liability company (“Ocean Capital”); |
| (ii) | William Heath Hawk, the managing member of Ocean Capital; |
| (iii) | Roxana Cruz-Rivera, as one of Ocean Capital’s nominees for the Issuer’s Board of Directors (the “Board”); |
| (iv) | Brent D. Rosenthal, as one of Ocean Capital’s nominees for the Board; |
| (iv) | José R. Izquierdo II, as one of Ocean Capital’s nominees for the Board (collectively, with Ocean Capital, Ms. Cruz-Rivera and Messrs. Hawk and Rosenthal, the “Reporting Persons”); and |
| (v) | Ethan A. Danial, as one of Ocean Capital’s nominees for the Board (collectively, with the Reporting Persons, the “Amended Reporting Persons”). |
| (b) | The business address of each of Ocean Capital and Mr. Hawk is GAM Tower, 2 Tabonuco St., Suite 200, Guaynabo, Puerto Rico 00968. The business address of Ms. Cruz-Rivera is 155 Arterial Hostos Golden Court 2, Apt. 216, San Juan, Puerto Rico 00918. The business address of Mr. Rosenthal is 3 Drummond Terrace, Livingston, New Jersey 07039. The business address of Mr. Izquierdo is 70 Ponce de Leon Ave., Suite 160, San Juan, Puerto Rico 00918. The business address of Mr. Danial is 954 Avenida Ponce De Leon, San Juan, Puerto Rico 00907. |
| (c) | The principal business of: (i) Ocean Capital is investing in various opportunities in the financial arena and transacting any lawful business in Puerto Rico financial arenas; (ii) Mr. Hawk is serving as President and Chief Executive Officer of First Southern, LLC, a financial services company; (iii) Ms. Cruz-Rivera is being a solo practitioner tax attorney, (iv) Mr. Rosenthal is serving as Founder and Investor at Mountain Hawk Capital Partners, LLC, an investment fund; (v) Mr. Izquierdo is serving as Managing Member of Main Line Ventures LLC, a consulting firm; and (vi) Mr. Danial is serving as Member and Manager at RAD Investments, LLC, an investment firm. |
| (d) | None of the Amended Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | None of the Amended Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | Ocean Capital is organized as a limited liability company under the laws of Puerto Rico. Each of Ms. Cruz-Rivera and Messrs. Hawk, Rosenthal, Izquierdo and Danial is a citizen of the United States of America. |
| CUSIP No. 87678E107 | SCHEDULE 13D | Page 9 of 13 Pages |
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 is hereby amended and restated as follows:
The funds for the purchase of the 2,548,019 shares of Common Stock beneficially owned by Ocean Capital were derived from the general working capital of Ocean Capital. The funds for the purchase of the 161,589 shares of Common Stock over which Mr. Hawk shares voting and dispositive powers with his spouse were derived from the personal funds of Mr. Hawk. The funds for the purchase of the 313,261 shares of Common Stock beneficially owned by Mr. Danial were derived from the general working capital of RAD Investments, LLC. A total of $4,887,130.60, inclusive of broker fees, was paid to acquire the shares of Common Stock reported herein.
Item 4. PURPOSE OF TRANSACTION
Mr. Danial’s biography in Item 4 is amended and restated as follows:
Ethan A. Danial, age 25, is a Puerto Rico-based investment professional with experience in research and trading of defaulted and restructured Puerto Rico municipal bonds. Mr. Danial is a member, authorized officer and manager at RAD Investments, LLC, an investment firm in Puerto Rico, since January 2019. Additionally, from August 2017 through October 2022, Mr. Danial was the Vice President of Caribbean Capital and Consultancy Corp., an investment firm in Puerto Rico. Mr. Danial served as a director for Campo Caribe LLC, an agricultural business in Puerto Rico, from September 2019 to September 2022. Further, Mr. Danial served as a director at First Puerto Rico Tax-Exempt Target Maturity Fund VII, a Puerto Rico-based investment fund, from November 2020 until June 2021. Prior to Mr. Danial’s employment at Caribbean Capital and Consultancy Corp., he earned his B.A. in Mathematics-Statistics from Columbia University in 2017. Ocean Capital believes that Mr. Danial’s investment and research experience with municipal bond funds makes him qualified to serve as a director of the Issuer.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 is hereby amended and restated as follows:
(a) – (c) The aggregate percentage of shares of Common Stock reported to be owned is based upon 30,853,984 shares of Common Stock outstanding as of March 31, 2022, as disclosed in the Shareholder Report.
| A. | Ocean Capital LLC |
| (a) | As of the close of business on November 21, 2022, Ocean Capital beneficially owned 2,548,019 shares of Common Stock. |
Percentage: Approximately 8.3%
| (b) | 1. | Sole power to vote or direct vote: 0 |
| 2. | Shared power to vote or direct vote: 2,548,019 |
| 3. | Sole power to dispose or direct the disposition: 0 |
| 4. | Shared power to dispose or direct the disposition: 2,548,019 |
| (c) | The transactions in the shares of Common Stock by Ocean Capital during the past sixty days are set forth in Schedule A and are incorporated herein by reference. |
| CUSIP No. 87678E107 | SCHEDULE 13D | Page 10 of 13 Pages |
| B. | William Heath Hawk |
| (a) | As of the close of business on November 21, 2022, Mr. Hawk beneficially owned 2,709,608 shares of Common Stock. |
Percentage: Approximately 8.8%
| (b) | 1. | Sole power to vote or direct vote: 0 |
| 2. | Shared power to vote or direct vote: 2,709,608 |
| 3. | Sole power to dispose or direct the disposition: 0 |
| 4. | Shared power to dispose or direct the disposition: 2,709,608 |
| (c) | The transactions in the shares of Common Stock by Mr. Hawk during the past sixty days are set forth in Schedule A and are incorporated herein by reference. |
| C. | Roxana Cruz-Rivera |
| (a) | As of the close of business on November 21, 2022, Ms. Cruz-Rivera beneficially owned 0 shares of Common Stock. |
Percentage: 0.0%
| (b) | 1. | Sole power to vote or direct vote: 0 |
| 2. | Shared power to vote or direct vote: 0 |
| 3. | Sole power to dispose or direct the disposition: 0 |
| 4. | Shared power to dispose or direct the disposition: 0 |
| (c) | The transactions in the shares of Common Stock by Ms. Cruz-Rivera during the past sixty days are set forth in Schedule A and are incorporated herein by reference. |
| D. | Brent D. Rosenthal |
| (a) | As of the close of business on November 21, 2022, Mr. Rosenthal beneficially owned 0 shares of Common Stock. |
Percentage: 0.0%
| (b) | 1. | Sole power to vote or direct vote: 0 |
| 2. | Shared power to vote or direct vote: 0 |
| 3. | Sole power to dispose or direct the disposition: 0 |
| 4. | Shared power to dispose or direct the disposition: 0 |
| (c) | The transactions in the shares of Common Stock by Mr. Rosenthal during the past sixty days are set forth in Schedule A and are incorporated herein by reference. |
| CUSIP No. 87678E107 | SCHEDULE 13D | Page 11 of 13 Pages |
| E. | José R. Izquierdo II |
| (a) | As of the close of business on November 21, 2022, Mr. Izquierdo beneficially owned 0 shares of Common Stock. |
Percentage: 0.0%
| (b) | 1. | Sole power to vote or direct vote: 0 |
| 2. | Shared power to vote or direct vote: 0 |
| 3. | Sole power to dispose or direct the disposition: 0 |
| 4. | Shared power to dispose or direct the disposition: 0 |
| (c) | The transactions in the shares of Common Stock by Mr. Izquierdo during the past sixty days are set forth in Schedule A and are incorporated herein by reference. |
| F. | Ethan A. Danial |
| (a) | As of the close of business on November 21, 2022, Mr. Danial beneficially owned 313,261 shares of Common Stock. |
Percentage: Approximately 1.0%
| (b) | 1. | Sole power to vote or direct vote: 0 |
| 2. | Shared power to vote or direct vote: 313,261 |
| 3. | Sole power to dispose or direct the disposition: 0 |
| 4. | Shared power to dispose or direct the disposition: 313,261 |
| (c) | The transactions in the shares of Common Stock by Mr. Danial during the past sixty days are set forth in Schedule A and are incorporated herein by reference. |
| (d) | The dividends from the 2,548,019 shares of Common Stock beneficially owned by Ocean Capital, and any proceeds from the sale of such shares, become assets of Ocean Capital. The dividends from the 313,261 shares of Common Stock beneficially owned by Mr. Danial, which are owned directly by RAD Investments, LLC, and any proceeds from the sale of such shares, become assets of RAD Investments, LLC. |
| (e) | Not applicable. |
| CUSIP No. 87678E107 | SCHEDULE 13D | Page 12 of 13 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: November 21, 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 | ||
| CUSIP No. 87678E107 | SCHEDULE 13D | Page 13 of 13 Pages |
SCHEDULE A
TRANSACTIONS IN THE FUND’S SECURITIES DURING THE LAST 60 DAYS
ETHAN A. DANIAL
| Nature of the Transaction | Securities Purchased (Sold) | Date of Purchase/Sale | ||||
| Purchase of Common Stock | 14,866.00 | * | 11/9/2022 | |||
| Purchase of Common Stock | 235,028.00 | * | 11/15/2022 | |||
| Purchase of Common Stock | 31,906.00 | * | 11/15/2022 | |||
| Purchase of Common Stock | 31,461.00 | * | 11/17/2022 | |||
| * | Represents transactions made by RAD Investments, LLC, shares of which Mr. Danial, as one of its managers, may be deemed to beneficially own. |
Other than as disclosed in this Schedule A, there was no transaction in shares of Common Stock by the Amended Reporting Persons during the past sixty days.
