Amended Statement of Beneficial Ownership (sc 13d/a)
06 Fevereiro 2023 - 5:28PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT
TO §240.13d-1(a) AND AMENDMENTS
THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 7)
CENTRUS
ENERGY CORP.
(Name of Issuer)
CLASS
A COMMON STOCK, $0.10 PAR VALUE
(Title of Class of Securities)
15643U104
(CUSIP Number)
Morris Bawabeh
15 Ocean Avenue
Brooklyn, NY 11225
Telephone: (718) 703-8441
With a copy to:
Len Breslow, Esq.
Breslow & Walker, LLP
100 Jericho Quadrangle, Suite 230
Jericho, NY 11753
Telephone: (516) 822-6505
(Name, Address and Telephone Number of
Person Authorized
to Receive Notices and Communications)
December 29, 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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o
Note.
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See
§ 240.13d-7 for other parties to whom copies are to be sent.
(Continued on following pages)
Page 1 of 7
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1 |
NAMES OF REPORTING PERSONS
Morris Bawabeh
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) o
(b) o
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3 |
SEC
USE ONLY |
4 |
SOURCE OF FUNDS* (see instructions) |
PF |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
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o |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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Number
of
Shares
Beneficially
Owned
By
Each
Reporting
Person
With
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7 |
SOLE VOTING POWER
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8 |
SHARED VOTING POWER
1,667,776 shares1 (see Item
5 infra)
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9 |
SOLE DISPOSITIVE POWER
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10 |
SHARED DISPOSITIVE POWER
1,667,776 shares1 (see
Item 5 infra)
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11 |
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
1,667,776 shares1
(see Item 5 infra)
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12 |
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES
CERTAIN SHARES (see instructions) |
o |
13 |
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 11
11.9%1 (see Item 5 infra)
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14 |
TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
IN
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1 | The reporting person disclaims beneficial ownership of these securities except to the extent of his equity interest therein. |
Page 2 of 7
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1 |
NAMES OF REPORTING PERSONS
Kulayba LLC
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2 |
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
(see instructions)
(a) o
(b) o
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3 |
SEC
USE ONLY |
4 |
SOURCE OF FUNDS* (see instructions) |
WC |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) |
o |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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Number
of
Shares
Beneficially
Owned
By
Each
Reporting
Person
With
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7 |
SOLE VOTING POWER
1,602,776 shares (see Item 5 infra)
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8 |
SHARED VOTING POWER
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9 |
SOLE DISPOSITIVE POWER
1,602,776 shares (see Item 5 infra)
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10 |
SHARED DISPOSITIVE POWER
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11 |
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
1,602,776 shares (see
Item 5 infra)
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12 |
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES
CERTAIN SHARES (see instructions) |
o |
13 |
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 11
11.4% (see Item 5 infra)
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14 |
TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
OO
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Page 3 of 7
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1 |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF
ABOVE PERSONS (ENTITIES ONLY)
M&D Bawabeh Foundation, Inc.
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2 |
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
(see instructions)
(a) o
(b) o
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3 |
SEC
USE ONLY |
4 |
SOURCE OF FUNDS* (see instructions) |
WC |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) |
o |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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Number
of
Shares
Beneficially
Owned
By
Each
Reporting
Person
With
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7 |
SOLE VOTING POWER
65,000 shares (see Item 5 infra)
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8 |
SHARED VOTING POWER
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9 |
SOLE DISPOSITIVE POWER
65,000 shares (see Item 5 infra)
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10 |
SHARED DISPOSITIVE POWER
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11 |
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
65,000 shares (see Item 5 infra)
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12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (see instructions) |
o |
13 |
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 11
0.5% (see Item 5 infra)
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14 |
TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
CO
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Page 4 of 7
Explanatory Note:
This Amendment No. 7
(this “Amendment”) to the Statement of Beneficial Ownership on Schedule 13D amends the Schedule 13D
filed on March 30, 2016 (as subsequently amended) (the “Schedule 13D”) by the reporting person with the Securities
and Exchange Commission with respect to shares of Class A common stock (the “Common Stock”) of Centrus Energy
Corp (the “Issuer”). Capitalized terms used but not defined in this Amendment have the meaning set forth in
the Schedule 13D. This Amendment is being filed to amend and supplement the Schedule 13D as set forth herein.
Item 3. |
Source and Amount of Funds or Other
Consideration. |
Item 3 of the Schedule 13D is hereby amended
to add the following disclosure:
In consideration for
entering into the Voting Agreement as described in Item 4 below, the Issuer agreed to amend
and restate that certain Amended and Restated Warrant to Purchase Common Stock of Centrus Energy Corp., held by Kulayba LLC and
dated October 17, 2022 (the “Warrant”), to extend the term of the Warrant to February 5, 2024, subject to the
other terms of the Warrant. The Warrant was originally issued on February 5, 2021, and immaterial amendments were made on October
17, 2022.
Item 4. |
Purpose of Transaction. |
Item 4 of the Schedule 13D is hereby amended
to add the following disclosure:
On December 29, 2022,
the reporting persons entered into a Voting and Nomination Agreement with the Issuer (the “Voting Agreement”).
Pursuant to the Voting Agreement, at the Issuer’s 2023 and 2024 annual meetings of
stockholders and at any other vote by the holders of the Common Stock (collectively, the “Meetings”), each
reporting person agreed to (i) cause, in the case of all Common Stock owned of record by
such reporting person, and (ii) instruct and cause the record owner, in the case of all shares of Common Stock of which such reporting
person is a Beneficial Owner (as defined in the Voting Agreement), but not owned of record, directly or indirectly, by such reporting
person or by any MB Affiliate (as defined in the Voting Agreement) as of the applicable record date, in each case entitled to
(x) be present for quorum purposes, and (y) vote, as follows: (a) for all directors nominated by the Issuer’s Board of Directors
(the “Board”) for election, (b) for all other proposals, in accordance with the recommendation of the Board,
and (c) for any Issuer proposed adjournments thereof. In addition, each reporting person agreed not to directly or indirectly
gift, sell, dispose or otherwise transfer any shares of Common Stock unless the transferee agreed to be bound to the same voting
conditions at the Meetings, provided that the foregoing does not apply with respect to any sale or disposition of Common Stock
on a national securities exchange or with respect to any sale or disposition of Common Stock underlying the Warrant to any person
that is not affiliated, associated or otherwise related to any of the reporting persons.
The foregoing description
of the Voting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the
Voting Agreement, a copy of which is attached as Exhibit F hereto and is incorporated herein by reference.
Item 5. |
Interests in Securities of the Issuer. |
Item 5(c) of the Schedule 13D is hereby amended
to add the following disclosures:
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(c) |
Transactions within the past 60 days: |
On December 28, 2022,
Kulayba gifted a total of 25,000 shares of Common Stock to M&D Bawabeh Foundation, Inc. The following additional transactions
with respect to the shares of Common Stock by the reporting persons took place thereafter:
Reporting
Person |
Date
of Transaction |
Number
of Shares Sold (S)/Acquired(A) |
Price
Per Share |
Where/How
Effected |
M&D
Bawabeh Foundation, Inc. |
1/31/23 |
1,800
(S) |
$42 |
Open
Market |
M&D
Bawabeh Foundation, Inc. |
1/31/23 |
2,000
(S) |
$42 |
Open
Market |
Page 5 of 7
M&D
Bawabeh Foundation, Inc. |
1/31/23 |
37
(S) |
$42 |
Open
Market |
M&D
Bawabeh Foundation, Inc. |
1/31/23 |
26
(S) |
$42 |
Open
Market |
M&D
Bawabeh Foundation, Inc. |
1/31/23 |
1,100
(S) |
$42 |
Open
Market |
M&D
Bawabeh Foundation, Inc. |
1/31/23 |
37
(S) |
$42 |
Open
Market |
The last paragraph of Item 5 of the Schedule
13D is hereby amended to add the following:
The percentages of
beneficial ownership shown in this Amendment are based on 13,820,556 shares of Common
Stock issued and outstanding as of November 1, 2022 as reported on the Issuer’s Form 10-Q for the quarter ended September
30, 2022, filed on November 9, 2022.
Item 6. |
Contracts, Arrangements, Understandings
or Relationships with Respect to Securities of the Issuer. |
Item 6 of the Schedule 13D is hereby amended
to add the following disclosure:
Reference is made to the Voting Agreement
defined and described in Item 4.
Item 7. |
Material to be Filed as Exhibits. |
Item 7 of the Schedule 13D is hereby amended
to add the following Exhibits thereto:
Exhibit F: Voting and Nomination
Agreement, dated as of December 29, 2022, by and among the reporting persons and the Issuer.
Page 6 of 7
SIGNATURE
After reasonable inquiry and to the best
of their knowledge and belief, each of the undersigned hereby certifies that the information set forth in this statement is true,
complete and correct.
Dated: February 6, 2023
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/s/ Morris Bawabeh |
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Morris Bawabeh |
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Kulayba LLC |
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By: |
/s/ Morris Bawabeh |
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Morris Bawabeh, Sole Member |
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M&D Bawabeh Foundation, Inc. |
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By: |
/s/ Morris Bawabeh |
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Morris Bawabeh, President |
Attention: |
Intentional misstatements or omissions
of fact constitute Federal criminal violations (See 18 U.S.C. 1001). |
Page 7 of 7
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