Statement of Ownership (sc 13g)
29 Abril 2019 - 2:57PM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13G
(Amendment
No. ___)
Under
the Securities Exchange Act of 1934
FTD
Companies, Inc.
(Name
of Issuer)
Common
Stock, par value $0.0001 per share
(Title
of Class of Securities)
30281V108
(CUSIP
Number)
February
21, 2019
(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)
☒
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 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.
30281V108
|
13G
|
Page
2 of 7 Pages
|
1
|
Name
of Reporting Person
Terra
Flowers, LLC
|
I.R.S.
IDENTIFICATION No. (Entities Only)
65-1111599
|
2
|
Check
the appropriate box if a member of a group
|
(a)
☑
(b)
☐
|
3
|
SEC
use only
|
|
4
|
Citizenship
or Place of Organization
|
Florida
|
Number
OF
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
5
|
Sole
Voting Power
|
0
|
6
|
Shared
Voting Power
|
1,099,280
|
7
|
Sole
Dispositive
Power
|
0
|
8
|
Shared
Dispositive Power
|
1,099,280
|
9
|
Aggregate
Amount Beneficially Owned by each Reporting Person
|
1,099,280
|
10
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
|
☐
|
11
|
Percent
of Class Represented by Amount in Row (9)
|
3.88%
|
12
|
Type
of Reporting Person
|
OO
|
|
|
|
|
|
CUSIP
No.
30281V108
|
13G
|
Page
3 of 7 Pages
|
1
|
Name
of Reporting Person
Herbert
Jordan
|
I.R.S.
IDENTIFICATION No. (Entities Only)
|
2
|
Check
the appropriate box if a member of a group
|
(a) ☑
(b)
☐
|
3
|
SEC
use only
|
|
4
|
Citizenship
or Place of Organization
|
USA
|
Number
OF
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
5
|
Sole Voting Power
|
0
|
6
|
Shared
Voting Power
|
1,099,280
|
7
|
Sole
Dispositive Power
|
0
|
8
|
Shared
Dispositive Power
|
1,099,280
|
9
|
Aggregate
Amount Beneficially Owned by each Reporting Person
|
1,099,280
|
10
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
|
☐
|
11
|
Percent
of Class Represented by Amount in Row (9)
|
3.88%
|
12
|
Type
of Reporting Person
|
IN
|
|
|
|
|
|
CUSIP
No.
30281V108
|
13G
|
Page
4 of 7 Pages
|
1
|
Name
of Reporting Person
Mauricio
Jaramillo
|
I.R.S.
IDENTIFICATION No. (Entities Only)
|
|
2
|
Check
the appropriate box if a member of a group
|
(a) ☑
(b) ☐
|
3
|
SEC
use only
|
|
4
|
Citizenship
or Place of Organization
|
USA
|
Number
OF
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
5
|
Sole
Voting Power
|
339,738
|
6
|
Shared
Voting Power
|
1,099,280
|
7
|
Sole
Dispositive Power
|
339,738
|
8
|
Shared
Dispositive Power
|
1,099,280
|
9
|
Aggregate
Amount Beneficially Owned by each Reporting Person
|
1,439,018
|
10
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
|
☐
|
11
|
Percent
of Class Represented by Amount in Row (9)
|
5.08%
|
12
|
Type
of Reporting Person
|
IN
|
|
|
|
|
|
CUSIP
No.
30281V108
|
13G
|
Page
5 of 7 Pages
|
Item
1. Issuer
FTD
Companies, Inc.
|
(b)
|
Address
of Issuer’s Principal Executive Offices:
|
3113
Woodcreek Drive
Downers
Gove, Illinois 60515
Item
2. Identity and Background
|
(a)
|
Name
of Person Filing:
|
Terra
Flowers, LLC (“Terra”)
Herbert
Jordan (“Jordan”)
Mauricio
Jaramillo (“Jaramillo”)
|
(b)
|
Address
of Principal Business Office or, if none, Residence:
|
800
NW 62 Avenue, Suite 510
Miami,
Florida 33126
Terra
is organized in Florida.
Mr.
Jordan and Mr. Jaramillo reside in Florida
.
|
(d)
|
Title
and Class of Securities:
|
Common
stock, par value $0.0001 per share (the “Shares”)
30281V108
Item
3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is
a:
|
(a)
|
☐
Broker or dealer registered under section 15 of the Act
(15 U.S.C. 78o);
|
|
(b)
|
☐
Bank as defined in section 3(a)(6) of the Act (15 U.S.C.
78c);
|
|
(c)
|
☐
Insurance company as defined in section 3(a)(19) of the
Act (15 U.S.C. 78c);
|
|
(d)
|
☐
Investment company registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8);
|
|
(e)
|
☐
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
|
|
(f)
|
☐
An employee benefit plan or endowment fund in accordance
with §240.13d-1(b)(1)(ii)(F);
|
|
(g)
|
☐
A parent holding company or control person in accordance
with §240.13d-1(b)(1)(ii)(G);
|
|
(h)
|
☐
A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
|
|
(i)
|
☐
A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.
80a-3);
|
|
(j)
|
☐
A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
|
|
(k)
☐
Group, in accordance with §240.13d-1(b)(1)(ii)(K).
If filing as a non-U.S. Institution in accordance with §240.13d-1(b)(1)(ii)(J),
please specify the type of institution: _______________
|
Not
applicable.
CUSIP
No.
30281V108
|
13G
|
Page
6 of 7 Pages
|
Item
4. Ownership
|
Terra
Flowers, LLC
|
|
|
|
(a)
|
Amount
beneficially owned:
|
1,099,280
|
(1)
|
|
(b)
|
Percent
of class:
|
3.88%
|
(2)
|
|
(c)
|
Number
of shares as to which such person has:
|
|
|
|
|
(i)
|
Sole
power to vote or to direct the vote:
|
0
|
|
|
|
(ii)
|
Shared
power to vote or to direct the vote:
|
1,099,280
|
|
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of:
|
0
|
|
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of:
|
1,099,280
|
|
|
|
|
|
|
|
|
Herbert
Jordan
|
|
|
|
|
(a)
|
Amount
beneficially owned:
|
1,099,280
|
(1)
|
|
(b)
|
Percent
of class:
|
3.88%
|
(2)
|
|
(c)
|
Number
of shares as to which such person has:
|
|
|
|
|
(i)
|
Sole
power to vote or to direct the vote:
|
0
|
|
|
|
(ii)
|
Shared
power to vote or to direct the vote:
|
1,099,280
|
|
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of:
|
0
|
|
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of:
|
1,099,280
|
|
|
|
|
|
|
|
|
Mauricio
Jaramillo
|
|
|
|
(a)
|
Amount
beneficially owned:
|
1,439,018
|
(1)
|
|
(b)
|
Percent
of class:
|
5.08%
|
(2)
|
|
(c)
|
Number
of shares as to which such person has:
|
|
|
|
|
(i)
|
Sole
power to vote or to direct the vote:
|
339,738
|
|
|
|
(ii)
|
Shared
power to vote or to direct the vote:
|
1,099,280
|
|
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of:
|
339,738
|
|
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of:
|
1,099,280
|
|
(1)
The amount reported above includes 1,099,280 Shares held by Terra over which Jordan and Jaramillo have shared voting and dispositive
power.
(2)
All shares beneficially owned by the reporting persons represent the percentages listed above based on 28,322,610 Shares outstanding
as of March 6, 2019 as reported in the Issuer’s Form 10-K filed March 18, 2019.
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.
CUSIP
No.
30281V108
|
13G
|
Page
7 of 7 Pages
|
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
Terra
Flowers, LLC
Herbert
Jordan
Mauricio
Jaramillo
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.
SIGNATURES
After
reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
April
24, 2019
Terra Flowers, LLC
|
|
|
|
By: Mauricio Jaramillo, Managing Member
|
|
|
|
Herbert Jordan
|
|
|
|
Mauricio Jaramillo
|
|
Exhibit
A – Joint Filing Statement
In
accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned, each referred to herein
as a “Joint Filer,” agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including
amendments thereof) with respect to the beneficial ownership of certain shares of Common Stock of FTD Companies, Inc. and further
agree that this Joint Filing Statement shall be included as an exhibit to such joint filings. The Joint Filers state that they
each satisfy the requirements for making a joint filing under Rule 13d-1.
Date:
April 24, 2019
Terra Flowers, LLC
|
|
|
|
By: Mauricio Jaramillo, Managing Member
|
|
|
|
Herbert Jordan
|
|
|
|
Mauricio Jaramillo
|
|
FTD Companies, Inc. (NASDAQ:FTD)
Gráfico Histórico do Ativo
De Mai 2024 até Jun 2024
FTD Companies, Inc. (NASDAQ:FTD)
Gráfico Histórico do Ativo
De Jun 2023 até Jun 2024