Amended Statement of Beneficial Ownership (sc 13d/a)
February 20 2020 - 3:33PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of
1934
(Amendment No. 6)*
Twin
River Worldwide Holdings, Inc.
(Name of Issuer)
Common
Stock, $0.01 par value per share
(Title of Class of Securities)
90171
V204
(CUSIP Number)
Joseph
Mause
Standard General L.P.
767 Fifth Avenue, 12th Floor
New York, NY 10153
Tel. No.: 212-257-4701
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February
18, 2020
(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 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 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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1
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Names of Reporting Persons.
Standard General L.P.
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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o
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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):
AF
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5
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
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6
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Citizenship or Place of Organization.
Delaware
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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
0
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8
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Shared Voting Power
11,745,913
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9
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Sole Dispositive Power
0
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10
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Shared Dispositive Power
11,745,913
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
11,745,913
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
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13
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Percent of Class Represented by Amount in Row (11)
37.1%
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14
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Type of Reporting Person (See Instructions)
IA
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1
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Names of Reporting Persons.
Soohyung Kim
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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o
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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):
AF
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5
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
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6
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Citizenship or Place of Organization.
United States
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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
0
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8
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Shared Voting Power
11,745,913
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9
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Sole Dispositive Power
0
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10
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Shared Dispositive Power
11,745,913
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
11,745,913
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
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13
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Percent of Class Represented by Amount in Row (11)
37.1%
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14
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Type of Reporting Person (See Instructions)
IN, HC
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AMENDMENT NO. 6 TO SCHEDULE
13D
This Amendment No. 6 to Schedule 13D (the
“Amendment”) relates to Common Stock, par value $0.01 per share (“Common Stock”), of Twin River
Worldwide Holdings, Inc., a Delaware corporation (the “Issuer” or the “Company”). This Amendment
is being filed to amend the Schedule 13D that was originally filed on March 29, 2019 and amended on June 26, 2019, July 15,
2019, August 2, 2019, November 19, 2019 and February 13, 2020 (as amended, the “Schedule 13D”). Unless otherwise
indicated in this Amendment, all capitalized terms have the meanings ascribed to them in the Schedule 13D.
* * *
This Amendment is being filed to amend and supplement Items
4 and 5 of the Schedule 13D as set forth below.
Item 4. Purpose of Transaction
As the owner and manager of gaming and racing facilities, the
Issuer is subject to regulations limiting the share ownership of its shareholders. The Reporting Persons and their affiliates are
limited by the Rhode Island Department of Business Regulation to owning 39% of the outstanding shares of the Issuer. The number
of outstanding shares of the Issuer’s Common Stock has been decreasing as a result of the Issuer’s stock repurchase
program, which in turn caused the Reporting Person’s percentage ownership of the Issuer’s Common Stock to increase.
In addition, the Issuer has stated that an additional $100 million was authorized in February 2020 for its stock repurchase program.
The Reporting Persons have effected the sale transactions reported in Item 5 below in an effort to maintain a level of beneficial
ownership below the regulatory limitations to which they and the Issuer are subject.
Item 5. Interest in Securities of the Issuer
(a) and (b) See Items 7-13 of the cover pages and Item 2 above.
(c) The Reporting Persons did not effect any transactions in
shares of the Issuer’s Common Stock during the sixty day period prior to the filing of this Schedule 13D, except as follows:
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Transaction
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Date
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No. Shares
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Sale Price
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Open market sale
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02/18/2020
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512,047
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$
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28.34
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The percentages reported herein are based on information provided
by the Issuer to the Reporting Persons as of February 12, 2020, indicating that there were 31,697,978 shares of the Issuer’s
Common Stock outstanding as of such date.
(d) Not applicable.
(e) Not applicable.
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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Date: February 20, 2020
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STANDARD GENERAL L.P.
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By:
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/s/ Joseph Mause
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Name:
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Joseph Mause
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Title:
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Chief Financial Officer
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SOOHYUNG KIM
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/s/ Soohyung Kim
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Soohyung Kim
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