UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
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).
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
CUSIP No. |
61735R104 |
| 1 | NAMES OF REPORTING PERSONS: | ||||
Claudia B. Carucci |
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
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| (a) [ ] | |||||
| (b) [x] | |||||
| 3 | SEC USE ONLY: | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
Claudia B. Carucci - U.S. Citizen |
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER: | |||
Claudia B. Carucci - 196,899 (includes the 177,999 shares owned individually and the 18,900 shares owned by Uncle Mills Partners, LLC, of which Ms. Carucci is the Manager) | |||||
| 6 | SHARED VOTING POWER: | ||||
| 0 | |||||
| 7 | SOLE DISPOSITIVE POWER: | ||||
| Claudia B. Carucci - 196,899 (includes the 177,999 shares owned individually and the 18,900 shares owned by Uncle Mills Partners, LLC, of which Ms. Carucci is the Manager) Uncle Mills Partners, LLC - 18,900 Bernard Zimmerman & Company, Inc. - 216,100 |
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| 8 | SHARED DISPOSITIVE POWER: | ||||
| 0 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
Claudia B . Carucci - 196,899 (includes the 177,999 shares owned individually and the 18,900 shares owned by Uncle Mills Partners, LLC, of which Ms. Carucci is the Manager) |
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| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||
| [ ] | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): | ||||
Claudia B. Carucci - 5.9% (includes the 5.3% owned individually, as well as the amounts owned by Uncle Mills Partners, LLC, of which Ms. Carucci is the Manager) |
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| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||
| Claudia B. Carucci - IN
Uncle Mills Partners, LLC - OO Bernard Zimmerman & Company, Inc. - CO | |||||
The filing of this statement shall not be construed as an admission that a reporting person is, for the purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by this statement.
| This Schedule 13G is being filed to report that, following the death of Walter P. Carucci on May 11, 2013, Claudia B. Carucci acquired beneficial ownership for purposes of Sections 13(d) and 13(g) of the Act, exceeding five percent of the outstanding shares of the Issuer's Common Stock. The Estate of Walter P. Carucci has filed an Amendment to a prior Schedule 13G reporting the termination of Walter P. Carucci's interest in the Common Stock. | ||
Item 1(a)
|
Name of Issuer. | |
| Morgan Group Holding Co. | ||
Item 1(b)
|
Address of Issuer's Principal Executive Offices. | |
Morgan Group Holding Co. | ||
Item 2(a)
|
Name of Person Filing. | |
Claudia B. Carucci |
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Item 2(b)
|
Address of Principal Business Office or, if none, Residence. | |
Claudia B. Carucci Uncle Mills Partners, LLC Bernard Zimmerman & Company, Inc. |
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Item 2(c)
|
Citizenship. | |
Claudia B. Carucci is a U.S. Citizen. |
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Item 2(d)
|
Title of Class of Securities. | |
| Common Stock, $0.01 Par Value | ||
Item 2(e)
|
CUSIP Number. | |
| 61735R104 | ||
| Item 3 | This statement is not filed pursuant to Rules 13d-1(b), 13d-2(b) or 13d-2(c). | |||
| Item 4 | Ownership. | |||
| (a) | Amount
beneficially owned:
Claudia B. Carucci - 196,899 (includes the 177,999 shares owned individually and the 18,900 shares owned by Uncle Mills Partners, LLC, of which Ms. Carucci is the Manager) Uncle Mills Partners, LLC - 18,900 Bernard Zimmerman & Company, Inc. - 216,100 Group Total - 412,999 |
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| (b) | Percent of Class: |
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| (c) | Number of Shares as to which the person has:
(i) Sole power to vote or to direct the vote: Claudia B . Carucci - 196,899 (includes the 177,999 shares owned individually and the 18,900 shares owned by Uncle Mills Partners, LLC, of which Ms. Carucci is the Manager)
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of: Claudia B . Carucci - 196,899 (includes the 177,999 shares owned individually and the 18,900 shares owned by Uncle Mills Partners, LLC, of which Ms. Carucci is the Manager) (iv) Shared power to dispose or to direct the disposition of: 0
|
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| Item 5 | Ownership of Five Percent or Less of a Class. | |||
| Not applicable. | ||||
| 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. | ||||
| CLAUDIA B. CARUCCI | ||||||
| Date: February 11, 2014 | ||||||
| By: | Claudia B. Carucci | |||||
| By: | /s/ Beth N. Lowson | |||||
| Name: Beth N. Lowson | ||||||
| Title: Attorney-In-Fact | ||||||
| The Nelson Law Firm, LLC | ||||||
| White Plains Plaza | ||||||
| One North Broadway, Suite 712 | ||||||
| White Plains, NY 10601 | ||||||
| UNCLE MILLS PARTNERS, LLC | ||||||
| Date: February 11, 2014 | ||||||
| By: | Claudia B. Carucci, Manager | |||||
| By: | /s/ Beth N. Lowson | |||||
| Name: Beth N. Lowson | ||||||
| Title: Attorney-In-Fact | ||||||
| The Nelson Law Firm, LLC | ||||||
| White Plains Plaza | ||||||
| One North Broadway, Suite 712 | ||||||
White Plains, NY 10601 |
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| BERNARD ZIMMERMAN & COMPANY, INC. | ||||||
| Date: February 11, 2014 | ||||||
| By: | Bernard Zimmerman, President | |||||
| By: | /s/ Beth N. Lowson | |||||
| Name: Beth N. Lowson | ||||||
| Title: Attorney-In-Fact | ||||||
| The Nelson Law Firm, LLC | ||||||
| White Plains Plaza | ||||||
| One North Broadway, Suite 712 | ||||||
| White Plains, NY 10601 | ||||||
| By: | /s/ Claudia Carucci | |
| Claudia Carucci | ||
POWER OF ATTORNEY
The undersigned does hereby constitute and appoint Stephen J. Nelson, Mary Anne Mayo, Beth
N. Lowson, and Joseph D. Zargari, each of The Nelson Law Firm, LLC, White Plains Plaza, One North Broadway,
White Plains, NY 10601, signing singly, with full power of substitution, as
the true and lawful attorney of the undersigned, and authorizes and
designates each of them to sign on behalf of the undersigned, and to file
filings and any amendments thereto made by or on behalf of the undersigned in
respect of the beneficial ownership of equity securities held by the
undersigned, directly, indirectly or beneficially, pursuant to Sections
13(d), 13(g) and 16 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and the rules and regulations thereunder. The undersigned
acknowledges that the foregoing attorneys-in-fact, in serving in such
capacity at the request of the undersigned, are not assuming any of the
undersigned's responsibilities to comply with Sections 13(d), 13(g) or 16 of
the Exchange Act.
This Power of Attorney shall remain in full force and effect until withdrawn
by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 31st day of January, 2007. |
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| By: | /s/ Bernard Zimmerman | |
| Bernard Zimmerman | ||
| UNCLE MILLS PARTNERS, LLC | ||
| By: Claudia B. Carucci, Manager | ||
| /s/ Claudia B. Carucci, Manager | ||