ITEM 1. SECURITY AND ISSUER
The securities as to which this Amendment Number 7 to Schedule 13D (the “Amendment”) relates are shares of common stock, par value $0.001 per share (the “Common Stock”), of the Issuer, whose principal executive offices are located at 3475 Victory Boulevard, Staten Island, NY 10314.
ITEM 2. IDENTITY AND BACKGROUND
(a) Name: Andrew Gordon
(b) Business Residence: 3475 Victory Boulevard, State Island, NY 10314
(c) Present Occupation: The Reporting Person is the President, Chief Executive Officer, Chief Financial Officer and Treasurer of the Issuer.
(d) During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the past five years, the Reporting Person has not 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) Citizenship: United States
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Not applicable.
ITEM 4. PURPOSE OF TRANSACTION
As of April 10, 2014, the Reporting Person holds a total of 216,183 shares of Common Stock of the Issuer, or 3.4% of the shares of Common Stock deemed issued and outstanding. The shares of Common Stock reported in the table above include 216,183 shares of Common Stock held by the Reporting Person through the Gordon LLC. The Reporting Person has sole voting and dispositive power over all of these shares of Common Stock. The beneficial ownership percentage is based on 6,372,309 shares of Common Stock issued and outstanding as of March 14, 2014 as disclosed in the Issuer’s Report on Form 10-Q (File No. 14692923).
The Reporting Person has no plans or proposals which relate to or would result in any of the effects specified in subparagraphs (a) through (j) in the text of Item 4 of Schedule 13D. The Reporting Person has sold a portion of his holdings in the Issuer’s Common Stock in connection with the Reporting Person’s individual long-term asset diversification and tax financial planning strategies, as specified in the Reporting Person’s previously disclosed Ruled 10b5-1 trading plan (the “Trading Plan”) described in the Issuer’s Current Report on Form 8-K, filed with the SEC on March 14, 2014.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a-b) The Reporting Person beneficially owns (with sole voting and dispositive power) 216,183 shares of Common Stock, which represents approximately 3.4% of the outstanding Common Stock of the Issuer.
(c) On April 9, 2014, the Reporting Person sold 80,038 shares of the Issuer’s Common Stock, at an average weighted price of $8.10 in connection with the Reporting Person’s Trading Plan.
On April 10, 2014, the Reporting Person sold 44,160 shares of the Issuer’s Common Stock, at an average weighted price of $7.88 in connection with the Reporting Person’s Trading Plan.
Following these transfers, the Reporting Person is the beneficial owner of 216,183 shares of the Issuer’s Common Stock, or approximately 3.4% of the Issuer’s outstanding Common Stock. The Reporting Person has sole voting and dispositive power over such shares. Other than the transactions described herein, during the 60 days prior to the date hereof, there were no transactions effected in the Common Stock (or securities convertible into, exercisable for or exchangeable for Common Stock) by the Reporting Person or any person or entity controlled by him or any person or entity for which he possesses voting or investment control over the securities thereof.
(d) No person or entity other than the Reporting Person has the right to receive, or the power to direct the receipt of dividends from, or the proceeds from the sale of the shares of the Issuer’s Common Stock reported on this Amendment.
(e) On April 9, 2014, the Reporting Person ceased to be the beneficial owner of more than 5% of the Issuer’s outstanding Common Stock.
ITEM 6. CONTRACTS, AGREEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
Not applicable.
ITEM 7. MATERIAL REQUIRED TO BE FILED AS EXHIBITS
None.