Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
|
Red Violet, Inc. (Name of Issuer) |
Common Stock, $0.001 par value per share (Title of Class of Securities) |
75704L104 (CUSIP Number) |
Joshua B. Weingard, Esq. 2650 North Military Trail, Suite 300 Boca Raton, FL, 33431 (561) 757-4000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/09/2025 (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.
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).
SCHEDULE 13D
|
| CUSIP No. | 75704L104 |
| 1 |
Name of reporting person
Dubner Derek | ||||||||
| 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)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
508,880.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
3.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) Includes 508,880 shares of common stock of Red Violet, Inc. held directly by Derek Dubner. (2) Calculated using 13,955,918 shares of common stock of Red Violet, Inc. outstanding as of May 5, 2025, as reported on the Quarterly Report on Form 10-Q filed by Red Violet, Inc. with the Securities and Exchange Commission (the "SEC") on May 7, 2025.
SCHEDULE 13D
|
| CUSIP No. | 75704L104 |
| 1 |
Name of reporting person
MacLachlan Daniel | ||||||||
| 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)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
311,884.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) Includes (i) 311,418 shares of common stock of Red Violet, Inc. held directly by Daniel MacLachlan and (ii) 466 shares of common stock of Red Violet, Inc. held by an IRA. (2) Calculated using 13,955,918 shares of common stock of Red Violet, Inc. outstanding as of May 5, 2025, as reported on the Quarterly Report on Form 10-Q filed by Red Violet, Inc. with the SEC on May 7, 2025.
SCHEDULE 13D
|
| CUSIP No. | 75704L104 |
| 1 |
Name of reporting person
Reilly James Patrick | ||||||||
| 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)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
183,958.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) Includes 183,958 shares of common stock of Red Violet, Inc. held directly by James Patrick Reilly. (2) Calculated using 13,955,918 shares of common stock of Red Violet, Inc. outstanding as of May 5, 2025, as reported on the Quarterly Report on Form 10-Q filed by Red Violet, Inc. with the SEC on May 7, 2025.
SCHEDULE 13D
|
| CUSIP No. | 75704L104 |
| 1 |
Name of reporting person
Dell Jeffrey Alan | ||||||||
| 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)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
119,343.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) Includes 119,343 shares of common stock of Red Violet, Inc. held directly by Jeffrey Alan Dell. (2) Calculated using 13,955,918 shares of common stock of Red Violet, Inc. outstanding as of May 5, 2025, as reported on the Quarterly Report on Form 10-Q filed by Red Violet, Inc. with the SEC on May 7, 2025.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, $0.001 par value per share | |
| (b) | Name of Issuer:
Red Violet, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
2650 North Military Trail, Suite 300, Boca Raton,
FLORIDA
, 33431. | |
Item 1 Comment:
The following constitutes Amendment No. 1 to the Schedule 13D filed by the Reporting Persons. This Amendment is being filed to update the Schedule 13D to reflect that the Reporting Persons no longer constitute a "group" within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Unless otherwise indicated, all capitalized terms used herein shall have the meanings given to them in the Schedule 13D, and unless amended or supplemented hereby, all information previously filed remains in effect. | ||
| Item 2. | Identity and Background | |
| (a) | Item 2 is hereby amended to add the following: On May 9, 2025, the Reporting Persons mutually agreed that they no longer intended to act together and orally agreed to dissolve and terminate their informal oral agreement to act as a "group" for purposes of Regulation 13D solely with respect to the Common Stock of the Company. In connection with such termination, each of the Reporting Persons acknowledged and agreed that they are no longer members of a "group" within the meaning of Section 13(d)(3) of the Exchange Act. Accordingly, the Reporting Persons no longer may be deemed a "group" within the meaning of Section 13(d)(3) of the Exchange Act. | |
| Item 4. | Purpose of Transaction | |
Item 4 is hereby amended to add the following: As described in Item 2, on May 9, 2025, the Reporting Persons mutually agreed to dissolve and terminate their informal oral agreement to act as a "group" for purposes of Regulation 13D solely with respect to the Common Stock of the Company. In connection with such termination, each of the Reporting Persons acknowledged and agreed that they are no longer members of a "group" within the meaning of Section 13(d)(3) of the Exchange Act. Accordingly, effective as of May 9, 2025, the Reporting Persons no longer may be deemed a "group" within the meaning of Section 13(d)(3) of the Exchange Act and each of Messrs. Dubner, MacLachlan, Reilly and Dell, separately beneficially owns less than 5% of the outstanding Common Stock of the Company and shall cease to be Reporting Persons immediately after the filing of this Amendment No. 1. The Reporting Persons regularly review their investments in the Company and, based upon such review, reserve their rights to take such actions on an individual basis in the future as the Reporting Persons may deem appropriate in light of the circumstances existing from time to time. The Reporting Persons may take such actions with respect to their investments in the Company as they deem appropriate, including, without limitation, purchasing additional shares of Common Stock or other financial instruments related to the Company or selling some or all of their beneficial or economic holdings with respect to the securities relating to the Company, and/or changing their intention with respect to any and all matters referred to in Item 4 of Schedule 13D. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 is hereby amended to add the following: The information contained in rows 7, 8, 9, 1
0, 11 and 13 on the cover page of this Schedule 13D (including footnotes thereto) is incorporated herein by reference. As of the date of this filing, the Reporting Persons together, beneficially own 8.0% of the shares of Common Stock outstanding as of May 5, 2025, as reported on the Quarterly Report on Form 10-Q filed by Red Violet, Inc. with the SEC on May 7, 2025, and individually as follows: (1) Mr. Dubner beneficially owns an aggregate of 508,880 shares of Common Stock, or 3.6%. (2) Mr. MacLachlan beneficially owns an aggregate of 311,884 shares of Common Stock, or 2.2%. (3) Mr. Reilly beneficially owns an aggregate of 183,958 shares of Common Stock, or 1.3%. (4) Mr. Dell beneficially owns an aggregate of 119,343 shares of Common Stock, or 0.9%. As of the date of this filing, the Reporting Persons comprise a group within the meaning of Section 13(d)(3) of the Act, and beneficially own the shares of Common Stock as set forth next to their names: Shareholder Name Derek Dubner No. of Shares Beneficially Owned(1) 508,880 Percentage Ownership(2) 3.6 % Sole Voting Power 508,880 Shared Voting Power 0 Sole Dispositive Power 508,880 Shared Dispositive Power 0 Shareholder Name Daniel MacLachlan No. of Shares Beneficially Owned(1) 311,884 Percentage Ownership(2) 2.2 % Sole Voting Power 311,884 Shared Voting Power 0 Sole Dispositive Power 311,884 Shared Dispositive Power 0 Shareholder Name James Patrick Reilly No. of Shares Beneficially Owned(1) 183,958 Percentage Ownership(2) 1.3 % Sole Voting Power 183,958 Shared Voting Power 0 Sole Dispositive Power 183,958 Shared Dispositive Power 0 Shareholder Name Jeffrey Alan Dell No. of Shares Beneficially Owned(1) 119,343 Percentage Ownership(2) 0.9 % Sole Voting Power 119,343 Shared Voting Power 0 Sole Dispositive Power 119,343 Shared Dispositive Power 0 (1) Each Reporting Person expressly disclaims beneficial ownership of the shares of Common Stock beneficially owned by the other Reporting Persons. No Reporting Person is responsible for the completeness and accuracy of the information concerning any other Reporting Person. (2) The beneficial ownership percentage used in this Schedule 13D is calculated based upon a total of 13,955,918 shares of common stock of Red Violet, Inc. outstanding as of May 5, 2025, as reported on the Quarterly Report on Form 10-Q filed by Red Violet, Inc. with the SEC on May 7, 2025. | |
| (c) | During the past 60 days, the Reporting Persons have effected the following transactions in the Common Stock: (1) On May 9, 2025, Messrs. Dubner, MacLachlan and Reilly each sold (a) 4,264 shares of Common Stock in the open market to third parties, at a weighted average price of $45.55 and (b) 5,736 shares of Common Stock in the open market to third parties, at a weighted average price of $46.70, as reported on the Form 4s filed May 9, 2025; and (2) On May 9, 2025, Mr. Dell sold (a) 2,177 shares of Common Stock in the open market to third parties, at a weighted average price of $45.56 and (b)2,823 shares of Common Stock in the open market to third parties, at a weighted average price of $46.70, as reported on the Form 4s filed May 9, 2025. | |
| (e) | As of May 9, 2025, as described in Item 2 and Item 4 above, each of the Reporting Persons has ceased to be a part of any "group" within the meaning of the Exchange Act that may have been deemed to have been formed among the Reporting Persons and, accordingly, each of the Reporting Persons has ceased to be the beneficial owner of more than 5% of the Company's outstanding Common Stock. The filing of this Amendment No. 1 represents the final amendment to the Schedule 13D and constitutes an exit filing for each of the Reporting Persons and the Reporting Persons as a group. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Statement is hereby amended and restated in its entirety as follows: The Reporting Persons previously disclosed an informal oral agreement to act as a group for purposes of Regulation 13D solely with respect to the Common Stock of the Company. On May 9, 2025, the Reporting Persons mutually orally agreed to terminate such oral agreement in its entirety effective as of May 9, 2025. The Reporting Persons previously reported on this statement that, by virtue of the arrangements described in the statement, the Reporting Persons may have been deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Exchange Act. Effective as of the termination of their oral agreement, the Reporting Persons no longer may be deemed to be a "group" within the meaning of Section 13(d)(3) of the Exchange Act. Any further filings with respect to securities of the Company will be filed, if required, separately by Messrs. Dubner, MacLachlan, Reilly and Dell, separately. Messrs. Dubner, MacLachlan, Reilly and Dell no longer may be deemed to beneficially own or share beneficial ownership of any securities of the Company owned by any other Reporting Person. As a result, the Reporting Persons no longer may be deemed to beneficially own more than 5% of the Common Stock. | ||
| Item 7. | Material to be Filed as Exhibits. | |
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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