Amended Statement of Beneficial Ownership (sc 13d/a)
December 09 2021 - 3:03PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)*
Clearday,
Inc.
(Name
of Issuer)
Common
Stock
(Title
of Class of Securities)
184791
101
(CUSIP
Number)
James
T. Walesa, 8800 Village Drive, Suite 106, San Antonio, TX 78217 (210) 451-0839
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
December
7, 2021
(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 240.13d-1(g), check the following box. ☐
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-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 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).
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CUSIP
No. 184791 101
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13D
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Page
2 of 4 Pages
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1.
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NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
(a)
☐
(b)
☐
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3.
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SEC
USE ONLY
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4.
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SOURCE
OF FUNDS (see instructions)
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5.
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
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6.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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NUMBER
OF SHARES BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON
WITH
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7.
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SOLE
VOTING POWER
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8.
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SHARED
VOTING POWER
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9.
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SOLE
DISPOSITIVE POWER
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10.
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SHARED
DISPOSITIVE POWER
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11.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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12.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see
instructions) ☐
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13.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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14.
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TYPE
OF REPORTING PERSON (see instructions)
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CUSIP
No. 184791 101
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13D
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Page
3 of 4 Pages
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This
Amendment No. 1 amends and supplements the statement on Schedule 13D (the “Original Schedule 13D”) filed by the reporting
person with the Securities and Exchange Commission (the “SEC”) on September 10, 2021. This amendment does not contain
any information which would alter disclosures provided in a prior cover page. This Amendment No. 1 amends Item 4 of the Original
Schedule 13D, as set forth below.
Item
4. Purpose of Transaction.
Additional
shares of common stock of the issuer (“Common Stock”) may be purchased from time to time as a personal investment for cash
under a pre-arranged stock trading plan (the “Trading Plan”), in accordance with Rule 10b5-1 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), and the Company’s insider trading policy. Rule 10b5-1 permits a public
company’s directors and executive officers to adopt written, pre-arranged plans for trading in the company’s securities under
specified conditions and for specified periods of time when such insiders are not in possession of material, non-public information about
the company. The Trading Plan provides for the purchase of up to $50,000 (the “Purchase Amount”) of shares of Common Stock
of the issuer, subject to the maximum price threshold specified in the Trading Plan, until January 31, 2022 or after a total number of
shares of the Common Stock equal to the Purchase Amount have been purchased. In accordance with Rule 10b5-1 and the terms of the Trading
Plan, Mr. Walesa has no discretion or control over the timing or effectuation of purchases of the Common Stock that are made pursuant
to the Trading Plan. Mr. Walesa will be informed of any purchases of Common Stock under the Trading Plan and will amend the Original
Schedule 13D, as then amended, and make such other filings under Section 16 of the Exchange Act as from time to time required thereby.
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CUSIP
No. 184791 101
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13D
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Page
4 of 4 Pages
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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.
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/s/
James T. Walesa
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James
T. Walesa
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