A-Mark_13D_AndersonChasJoelandHaroldv10
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. __)
A-MARK PRECIOUS METALS, INC.
_____________________________________________________________________________
(NAME OF ISSUER)
Common Stock, Par Value $0.01 Per Share
_____________________________________________________________________________
(Title of Class of Securities)
00181T 107
_____________________________________________________________________________
(CUSIP NUMBER)
Joel R. Anderson
202 North Court Street
Florence, Alabama 35630
(___) ___-____
_____________________________________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 14, 2014
_____________________________________________________________________________
(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g) check the following box [ ]
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, as amended (the “Act”), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.
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1 | NAME OF REPORTING PERSONS
Charles C. Anderson |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) x
(b) o |
3 | SEC USE ONLY
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4 | SOURCE OF FUNDS
PF |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
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o |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH | 7 | SOLE VOTING POWER
366,338 |
8 | SHARED VOTING POWER
0 |
9 | SOLE DISPOSITIVE POWER
366,338 |
10 | SHARED DISPOSITIVE POWER
0 |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
366,338 |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES |
o |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9% |
14 | TYPE OF REPORTING PERSON
IN |
CUSIP No. 00181T10 13D
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1 | NAME OF REPORTING PERSONS
Joel R. Anderson |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) x`
(b) o |
3 | SEC USE ONLY
|
4 | SOURCE OF FUNDS
PF |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
o |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH | 7 | SOLE VOTING POWER
304,553 |
8 | SHARED VOTING POWER
0 |
9 | SOLE DISPOSITIVE POWER
304,553 |
10 | SHARED DISPOSITIVE POWER
0 |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
304,553 |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES |
o |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.1% |
14 | TYPE OF REPORTING PERSON
IN |
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1 | NAME OF REPORTING PERSONS
Harold M. Anderson |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) x
(b) o |
3 | SEC USE ONLY
|
4 | SOURCE OF FUNDS
PF |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
o |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH | 7 | SOLE VOTING POWER
56,125 |
8 | SHARED VOTING POWER
0 |
9 | SOLE DISPOSITIVE POWER
56,125 |
10 | SHARED DISPOSITIVE POWER
0 |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
56,125 |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES |
o |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.8% |
14 | TYPE OF REPORTING PERSON
IN |
SCHEDULE 13D
This Schedule 13D is dated as of, and filed with the Securities and Exchange Commission on, March 20, 2014.
Item 1. Security and Issuer
This statement on Schedule 13D (the “Statement”) relates to the common stock, par value $0.01 per share (the “Common Stock”), of A-Mark Precious Metals, Inc., a Delaware corporation
(the “Issuer”). The principal executive offices of the Issuer are located at 429 Santa Monica Blvd., Suite 230, Santa Monica, CA 90401.
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Item 2. | Identity and Background |
(a) This Statement is being filed by Charles C. Anderson, Joel R. Anderson and Harold M. Anderson (collectively the “Reporting Persons”).
(b) The business address of Charles C. Anderson is 202 North Court Street, Florence, Alabama 35630. The business address of Joel R. Anderson is 202 North Court Street, Florence, Alabama 35630. The business address of Harold M. Anderson is 3101 Clairmont Road, Suite C, Atlanta, GA 30329.
(c) The principal occupation of Charles C. Anderson is Managing Member of Anderson & Anderson, LLC. The principal occupation of Joel R. Anderson is Managing Member of Anderson & Anderson, LLC. Anderson & Anderson, LLC’s principal business is real estate management. The principal occupation of Harold M. Anderson is Chief Executive Officer of Anderson Press, Inc., a specialty book publishing company.
(d)-(e) During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Each of the Reporting Persons is a citizen of the United States.
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Item 3. | Source and Amount of Funds |
The Reporting Persons, who are beneficial owners of common stock of Spectrum Group International, Inc. (“SGI”), are filing this Schedule 13D to report the acquisition of beneficial ownership of the Issuer’s Common Stock as a result of the distribution (the “Distribution”) by SGI to its stockholders on a pro rata basis of all of the outstanding shares of Common Stock of the Issuer on March 14, 2014, as more fully described in the Issuer’s Prospectus filed by the Issuer with the Securities and Exchange Commission (the “SEC”) on February 13, 2014 and Prospectus Supplements filed by the Issuer with the SEC on February 27, 2014 and February 28, 2014 (together, the “Prospectus”). Pursuant to the Distribution, each holder of shares of SGI common stock received one share of Common Stock for every four shares of SGI common stock held, for no consideration.
Item 4. Purpose of the Transaction
The securities of the Issuer acquired by the Reporting Persons were acquired for investment purposes. Joel R. Anderson is a director of the Issuer, and therefore may be deemed to be a control person with respect to the Issuer. Depending upon market conditions and other
factors that each of the Reporting Persons may deem material to his investment decision, such Reporting Person may make purchases of Common Stock from time to time and may dispose of any or all of the shares of Common Stock held by him at any time. The Reporting Persons may from time to time review or reconsider their respective positions with respect to the Issuer or formulate plans or proposals with respect to any matter referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D, but have no present intention of doing so.
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Item 5. | Interest in Securities of the Issuer |
(a), (b) and (c). As a result of the Distribution, Charles C. Anderson has beneficial ownership of 366,338 shares of Common Stock, Joel R. Anderson has beneficial ownership of 304,553 shares of Common Stock and Harold M. Anderson has beneficial ownership of 56,125 shares of Common Stock. The aggregate beneficial ownership of all Reporting Persons is 727,016 shares of Common Stock, constituting 9.8% of the outstanding class.
Percentages of the outstanding class of Common Stock set forth in this Item 5 are based on 7,402,663 shares of Common Stock estimated by the Issuer to be distributed in the Distribution and outstanding immediately thereafter, as of March 14, 2014, in the Issuer’s Prospectus Supplement filed with the SEC on February 28, 2014, and applicable provisions of Rule 13d-3.
(d) Not applicable.
(e) Not applicable.
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Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
Not applicable.
Item 7. Material to be Filed as Exhibits
Exhibit No. Description
99.1 Joint Filing Agreement
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
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Date: March 21, 2014
/s/ Charles C. Anderson Charles C. Anderson
/s/ Joel R. Anderson Joel R. Anderson
/s/ Harold M. Anderson Harold M. Anderson
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