Amended Statement of Ownership (sc 13g/a)
2019年1月15日 - 1:45AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule
13d-102)
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
uSell.com,
Inc.
(Name of Issuer)
Common Stock, $0.0001 par value
(Title of Class of Securities)
917296204
(CUSIP Number)
December 31, 2018
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to
designate the rule pursuant to which this 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 persons 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).
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CUSIP No. 917296204
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Page
2
of 5
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1.
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NAME
OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Senior Health Insurance Company of Pennsylvania
1
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2.
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
(a)
☐
(b)
☒
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Pennsylvania
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE VOTING POWER
0
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6.
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SHARED VOTING POWER
1,056,666 shares of common
stock
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7.
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SOLE DISPOSITIVE POWER
0
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8.
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SHARED DISPOSITIVE POWER
1,056,666 shares of common
stock
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,056,666 shares of common stock
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
Approximately 3.7% as of December 31, 2018 (based on 28,357,999
shares of common stock issued and outstanding per uSell.com, Inc.
Form 10-Q
filed on November 19, 2018).
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12.
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TYPE OF REPORTING PERSON
IC
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1
On February 14, 2017, B Asset Manager LP (BAM), CIK 0001271075, as investment manager on behalf of itself and its advisee Senior Health Insurance Company of Pennsylvania
(SHIP), filed a joint Schedule 13G/A (Amendment No. 1) with respect to this holding. BAM is no longer serving as investment manager of SHIP and SHIP is therefore filing this Schedule 13G/A (Amendment No. 2)
individually.
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CUSIP No. 917296204
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Page
3
of 5
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Item 1(a)
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Name of Issuer:
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uSell.com, Inc.
Item 1(b)
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Address of Issuers Principal Executive Offices:
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171 Madison Avenue
17th Floor
New York, NY 10016
Item 2(a)
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Name of Person Filing:
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Item 2(b)
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Address of Principal Business Office:
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Senior Health Insurance Company of Pennsylvania
550 Congressional Blvd.
Suite
200
Carmel, IN 46032
Pennsylvania
Item 2(d)
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Title of Class of Securities:
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Common Stock, $0.0001 par value
917296204
Item 3
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If this statement is filed pursuant to Rules
13d-1(b),
or
13d-2(b)
or (c), check whether the person filing is a:
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(a)
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☐
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Broker or dealer registered under Section 15 of the Exchange Act;
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(b)
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☐
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Bank as defined in Section 3(a)(6) of the Exchange Act;
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(c)
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☐
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Insurance company as defined in Section 3(a)(19) of the Exchange Act;
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(d)
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☐
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Investment company registered under Section 8 of the Investment Company Act;
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(e)
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☐
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An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
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(f)
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☐
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An employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F);
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(g)
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☐
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A parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G);
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CUSIP No. 917296204
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Page
4
of 5
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(h)
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☐
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
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(i)
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☐
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A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
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(j)
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☐
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A
non-U.S.
institution in accordance with Rule 13d-1(b)(1)(ii)(J);
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(k)
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☐
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Group, in accordance with Rule
13d-1(b)(1)(ii)(K).
If filing as a
non-U.S.
institution in accordance with
Rule 13d-1(b)(1)(ii)(J),
please specify the type of institution:
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If this statement is filed pursuant to Rule
13d-1(c),
check this
box. ☒
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(a)
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Amount beneficially owned:
Incorporated by reference to Item 9 of the cover page pertaining to each
reporting person.
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(b)
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Percent of Class:
Incorporated by reference to Item 11 of the cover page pertaining to each reporting
person.
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(c)
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Number of shares as to which such person has:
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(i)
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sole power to vote or to direct the vote:
Incorporated by reference to Item 5 of the cover page
pertaining to each reporting person.
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(ii)
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shared power to vote or to direct the vote:
Incorporated by reference to Item 6 of the cover page
pertaining to each reporting person.
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(iii)
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sole power to dispose or to direct the disposition of:
Incorporated by reference to Item 7 of the
cover page pertaining to each reporting person.
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(iv)
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shared power to dispose or to direct the disposition of:
Incorporated by reference to Item 8 of the
cover page pertaining to each reporting person.
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Item 5
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Ownership of Five Percent or Less of a Class:
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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
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Ownership of More than Five Percent on Behalf of Another Person:
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Not Applicable.
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CUSIP No. 917296204
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Page
5
of 5
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Item 7
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Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the
Parent Holding Company:
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Not Applicable.
Item 8
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Identification and Classification of Members of the Group:
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Not Applicable.
Item 9
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Notice of Dissolution of Group:
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Not Applicable.
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.
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:
January 14, 2019
Senior Health Insurance Company of Pennsylvania
By:
/s/ John
Robison
Name: John Robison
Title: Chief Investment Officer
PhoneX (PK) (USOTC:PXHI)
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