SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )
Meridian Waste Solutions, Inc.
(Name of Issuer)
Common Stock, par value $.025
(Title of Class of Securities)
114003304
(CUSIP Number)
August 6, 2015
(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 the disclosures provided in a prior cover page. |
The information required in 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. 114003304 |
| 1. | Names of Reporting Persons
Praesidian Capital Opportunity Fund III, LP | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power
931,826 | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
931,826 | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
931,826 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
4.8% | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| CUSIP No. 114003304 |
| 1. | Names of Reporting Persons
Praesidian Capital Opportunity Fund III-A, LP | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power
361,196 | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
361,196 | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
361,196 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
1.9% | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| CUSIP No. 114003304 |
| 1. | Names of Reporting Persons
Praesidian Capital Opportunity Management III, LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power
931,826 | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
931,826 | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
931,826 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
4.8% | |||||
| 12. | Type of Reporting Person (See Instructions)
OO | |||||
| CUSIP No. 114003304 |
| 1. | Names of Reporting Persons
Praesidian Capital Opportunity Management III-A, LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power
361,196 | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
361,196 | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
361,196 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
1.9% | |||||
| 12. | Type of Reporting Person (See Instructions)
OO | |||||
| CUSIP No. 114003304 |
| 1. | Names of Reporting Persons
Jason Drattell | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
United States of America | |||||
Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power
1,293,022 | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
1,293,022 | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,293,022 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
6.5% | |||||
| 12. | Type of Reporting Person (See Instructions)
IN | |||||
Item 1. | ||||
| (a) | Name of Issuer:
Meridian Waste Solutions, Inc. (the “Issuer”) | |||
| (b) | Address of Issuer’s Principal Executive Offices:
12540 Broadwell Road, Suite 1203 Milton, GA 30004 | |||
Item 2. | ||||
| (a) | Name of Person Filing:
This statement is filed by Praesidian Capital Opportunity Fund III, LP, Praesidian Capital Opportunity Fund III-A, LP, Praesidian Capital Opportunity Management III, LLC, Praesidian Capital Opportunity Management III-A, LLC and Jason Drattell (together, the “Reporting Persons”).
Attached as Exhibit 99.1 hereto, which is incorporated by reference herein, is an agreement among the Reporting Persons that this Schedule 13G is filed on behalf of each of them. | |||
| (b) | Address of Principal Business Office or, if none, Residence:
For each Reporting Person:
419 Park Avenue South New York, New York 10016 | |||
| (c) | Citizenship:
For each Reporting Persons (other than Mr. Drattell), Delaware.
For Mr. Drattell, United States of America | |||
| (d) | Title of Class of Securities:
Common Stock, par value $.025 (“Common Stock”) | |||
| (e) | CUSIP Number:
114003304 | |||
| Item 3. | If this statement is filed pursuant to §§240.13d-l(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
Not Applicable.
| Item 4. | Ownership |
The information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover page to this Schedule 13G.
The percent of class represented by the amount beneficially owned by each Reporting Person is based on 18,508,644 shares of Common Stock outstanding as of August 6, 2015, as reported to us by the Issuer.
| Item 5. | Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨.
| 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 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. | 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, 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.
Dated August 17, 2015
| Praesidian Capital Opportunity Fund III, LP | ||
By: Praesidian Capital Opportunity GP III, LLC, its General Partner | ||
| By: | /s/ Jason Drattell | |
| Name: Jason Drattell | ||
| Title: Authorized Signatory | ||
| Praesidian Capital Opportunity Fund III-A, LP | ||
By: Praesidian Capital Opportunity GP III-A, LLC, its General Partner | ||
| By: | /s/ Jason Drattell | |
| Name: Jason Drattell | ||
| Title: Authorized Signatory | ||
| Praesidian Capital Opportunity Management III, LLC | ||
| By: | /s/ Jason Drattell | |
| Name: Jason Drattell | ||
| Title: Authorized Signatory | ||
| Praesidian Capital Opportunity Management III-A, LLC | ||
| By: | /s/ Jason Drattell | |
| Name: Jason Drattell | ||
| Title: Authorized Signatory | ||
| Jason Drattell | ||
| /s/ Jason Drattell | ||
