Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Sonic Foundry Inc.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
83545R207
(CUSIP Number)
Mark D. Burish
Hurley, Burish & Stanton, S.C.
33 East Main Street, Suite 400
Madison, WI 53703
608-257-0945
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 12, 2018 (June 8, 2018)
(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).
CUSIP No.: 83545R207
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| | | | | | | | | | |
1 |
| | | | NAME OF REPORTING PERSONS
Mark D. Burish |
2 |
| | | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☐
(b) ☐ |
3 |
| | | | SEC USE ONLY |
4 |
| | | | SOURCE OF FUNDS (see instructions)
PF |
5 |
| | | | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ |
6 |
| | | | CITIZENSHIP OR PLACE OF ORGANIZATION
USA |
| | NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH | 7 |
| SOLE VOTING POWER
1,363,022 (1) | | |
| | | | | 8 |
| SHARED VOTING POWER
0 | | |
| | | | | 9 |
| SOLE DISPOSITIVE POWER
1,363,022 (1) | | |
| | | | | 10 |
| SHARED DISPOSITIVE POWER
0 | | |
11 |
| | | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,363,022 (1) |
12 |
| | | | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)
☐ |
13 |
| | | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.7% (1) |
14 |
| | | | TYPE OF REPORTING PERSON (see instructions)
IN |
(1) Includes 35,905 shares subject to presently Exercisable Warrants, 16,000 shares subject to Presently Exercisable Options, and 782,519 shares of the Company’s Common Stock which may be acquired upon conversion of the 3,310 shares of 9% Cumulative Voting Convertible Preferred Stock, Series A (the “Series A Preferred Stock”) presently owned by the Reporting Person.
Item 1. Security and Issuer.
This Amendment No. 4 amends the Schedule 13D dated February 14, 2017, the Schedule 13D/A dated June 5, 2017, the Schedule 13D/A dated August 23, 2017, and the Schedule 13D/A dated January 25, 2018, (as amended, the “Schedule 13D”) of Mark D. Burish (the “Reporting Person”), in respect of shares of common stock, par value $0.01 per share (the “Common Stock”), of Sonic Foundry, Inc., a Maryland corporation (the “Issuer”), as follows (unless otherwise indicated, all capitalized terms used but not defined herein have the meaning ascribed to such terms in the Schedule 13D).
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended by replacing the paragraph contained in Item 5(a) with the following paraagraphs:
As of June 8, 2018, the Reporting Person owned 1,363,022 shares of Common Stock, or approximately 23.7% of the outstanding shares of Common Stock. The 1,363,022 shares include (1) 35,905 shares subject to Presently Exercisable Warrants, (2) 16,000 shares subject to Presently Exercisable Options, and (3) 782,519 shares of the Company’s Common Stock which may be acquired by the Filing Party upon conversion of the 3,310 shares of the Preferred Stock purchased by the Reporting Person on August 23, 2017, November 9, 2017, January 19, 2018 and February 15, 2018.
Item 5 is hereby further amended by replacing the paragraph contained in Item 5(c) with the following paragraphs:
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(i) | On May 17, 2018, the Reporting Person acquired an option to purchase 2,000 shares of the Company’s Common Stock through the Non-employee Director Stock Option plan. |
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(ii) | On May 17, 2018, the Reporting Person’s Subscription Agreement related to the $1,000,000, 10.75% Convertible Secured Promissory Note, received on January 19, 2018 and February 15, 2018 converted to 1,901.7 shares of Series A Preferred Stock. |
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(iii) | On June 8, 2018, the Reporting Person converted 663 shares of Series A Preferred Stock into 156,712 shares of Common Stock. |
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.
/s/ Mark D. Burish
Mark D. Burish / Individual
June 12, 2018