SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

 

RETRACTABLE TECHNOLOGIES, INC.

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

76129W105

(CUSIP Number)

 

Thomas J. Shaw

President and Chief Executive Officer

Retractable Technologies, Inc.

511 Lobo Lane

Little Elm, TX 75068-0009

(972) 294-1010

(Name, Address, and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

September 14, 2016

(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 440.13d-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 Rule 13d-7 for other parties to whom copies are to be sent.

* 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 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).

 



 

CUSIP No. 76129W105

 

 

(1)

Names of Reporting Persons
Thomas J. Shaw

 

 

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

(3)

SEC Use Only

 

 

(4)

Source of Funds (See Instructions)
OO

 

 

(5)

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

(6)

Citizenship or Place of Organization
USA

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

(7)

Sole Voting Power
12,835,642

 

(8)

Shared Voting Power
0

 

(9)

Sole Dispositive Power
11,565,642

 

(10)

Shared Dispositive Power
0

 

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
14,335,642

 

 

(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)
48.3%

 

 

(14)

Type of Reporting Person (See Instructions)
IN

 

This Amendment No. 2 amends the Schedule 13D filed with the United States Securities and Exchange Commission on August 24, 2000, as amended by Amendment No. 1 filed on August 28, 2012 (the “Statement”) on behalf of the undersigned.  This Amendment No. 2 is being filed to report several transfers of the Common Stock of Retractable Technologies, Inc. (the “Common Stock”) which, together, represent a greater than 1% change in the percentage of Common Stock owned by the undersigned. Unless specifically amended hereby, the disclosure set forth in the Statement shall remain unchanged.

 

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Item 5.         Interest in Securities of the Issuer.

 

Item 5 of the Statement is amended and restated as follows:

 

(a)                                 As of the date hereof, Mr. Shaw has beneficial ownership of 14,335,642 shares which comprises 48.3% of the Common Stock of the Issuer.  There were 29,649,874 shares of Common Stock of the Issuer outstanding as of August 1, 2016.

 

(b)(i)                      Mr. Shaw has sole power to vote 1,770,000 shares of Common Stock standing in the name of the August 2010 Family Trust and 1,000,000 shares of Common Stock standing in the name of the August Gifting Trust, both holdings being subject to a Voting Agreement with his former spouse (the “Voting Agreement”).

 

(ii)                   Mr. Shaw has sole power to vote and dispose 10,065,642 shares of Common Stock standing in his name.

 

(iii)                Mr. Shaw has sole power to dispose of a total of 1,500,000 shares of Common Stock standing in the names of three trusts for which he serves as trustee for the benefit of each of his three children.

 

(c)                                  The following actions during 2016 have affected Mr. Shaw’s stock ownership:

 

(i)                      On March 3, 2016, 10,000 shares of Common Stock previously released from the Voting Agreement in December 2015 became subject to the Voting Agreement once again.

 

(ii)                   On April 5, 2016, Mr. Shaw exercised an option for the purchase of 1,000,000 shares of Common Stock.

 

(iii)                On May 2, 2016, 30,000 shares of Common Stock were released from the Voting Agreement.

 

(iv)               On April 26, 2016, Mr. Shaw created a trust for the benefit of a child and on September 14 2016 transferred 500,000 shares of Common Stock to such trust as a gift.  Mr. Shaw is the trustee of such trust and retains investment power, but not voting power.  This trust is one of the three trusts identified in Item (b)(i) of this Item 5.

 

(v)                  On April 28, 2016, Mr. Shaw created an irrevocable trust for the benefit of another person and on September 14, 2016 transferred 200,000 shares of Common Stock to such trust as a gift.  Mr. Shaw is not the trustee and did not retain voting or investment power over these shares.

 

(vi)               On April 28, 2016, Mr. Shaw created an irrevocable trust for the benefit of another person and on September 14, 2016 transferred 100,000 shares of Common Stock to such trust as a gift.  Mr. Shaw is not the trustee and did not retain voting or investment power over these shares.

 

(d)                                 The August 2010 Family Trust and the August Gifting Trust (and the beneficiaries thereof) shall have the right to receive dividends from, or the proceeds from the sale of, the shares identified in Item (b)(i) of this Item 5.  The three trusts identified in Item (b)(iii) of this Item 5 (and the beneficiaries thereof) shall have the right to receive dividends from, or the proceeds from the sale of, 500,000 shares of Common Stock each.

 

(e)                                  Not applicable.

 

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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.

 

 

DATE: October 10, 2016

BY:

/s/ Thomas J. Shaw

 

 

THOMAS J. SHAW

 

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