Beneficient — Major Shareholding Notification 2023

Oct 27, 2023

SC 13D/A 1 ea187391-13da2gwgwind_benefi.htm AMENDMENT NO. 2 TO SCHEDULE 13D

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

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Beneficient

(Name of Issuer)

Class A Common Stock, $0.001 par value

(Title of Class of Securities)

08178Q101

(CUSIP Number)

Elizabeth C. Freeman

c/o GWG Wind Down Trust

PO Box 61209, 700 Smith St.

Houston, TX 77208-1209

(Name, Address and Telephone Number of Person Authorized to Receive

Notices and Communications)

October 20, 2023

(Date of Event which Requires Filing of this Statement)

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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 Rules 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☐

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CUSIP No. 08178Q101

1	NAME OF REPORTING PERSON. GWG Wind Down Trust
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 Texas

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER 0
8	SHARED VOTING POWER 169,654,521
9	SOLE DISPOSITIVE POWER 0
10	SHARED DISPOSITIVE POWER 169,654,521

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 169,654,521
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11); 66.0% 1
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

(1) Based on a total of 257,209,584 shares of the Issuer’s Class A common stock, $0.001 per value, outstanding as of October 26, 2023, as disclosed in the Issuer’s Registration Statement on Form S-1, as amended, filed with the SEC on October 26, 2023 (File No. 333-275174).

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CUSIP No. 08178Q101

| 1 | NAME OF REPORTING PERSON. Elizabeth C. Freeman, solely in her capacity as trustee of the GWG
Wind Down Trust |
| --- | --- |
| 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 of America |

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER 0
8	SHARED VOTING POWER 169,654,521
9	SOLE DISPOSITIVE POWER 0
10	SHARED DISPOSITIVE POWER 169,654,521

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 169,654,521
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11); 66.0% 1
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

(1) Based on a total of 257,209,584 shares of the Issuer’s Class A common stock, $0.001 per value, outstanding as of October 26, 2023, as disclosed in the Issuer’s Registration Statement on Form S-1, as amended, filed with the SEC on October 26, 2023 (File No. 333-275174).

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Amendment No. 2 to Schedule 13D

This Amendment No. 2 to Schedule 13D (“ Amendment No. 2 ”) relates to the shares of Class A Common Stock, par value $0.001 per share (the “ Common Stock ”), of Beneficient (the “ Issuer ”) and amends that certain Schedule 13D jointly filed by GWG Wind Down Trust and Elizabeth C. Freeman (each, a “ Reporting Person ” and together, the “ Reporting Persons ”) on August 11, 2023, as amended on August 15, 2023 (together, the “ Schedule 13D ”). This Amendment No. 2 is being filed to reflect the Reporting Persons’ new percentage beneficial ownership in the Issuer, which has decreased primarily as a result of an increase in the number of shares of outstanding Common Stock of the Issuer due to the Issuer’s capital raising or other transactions.

Certain terms used but not defined in this Amendment No. 2 have the meanings assigned thereto in the Schedule 13D, as previously filed by the Reporting Persons. Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported on the Schedule 13D.

Item 5 Interest in Securities of the Issuer

Item 5 is hereby amended and restated in its entirety as follows:

(a) and (b) The responses of each of the Reporting Persons with respect to Rows 11, 12, and 13 of the cover pages of this Amendment No. 2 that relate to the aggregate number and percentage of Common Stock of the Issuer are incorporated herein by reference.

The responses of each of the Reporting Persons with respect to Rows 7, 8, 9, and 10 of the cover pages of this Amendment No. 2 that relate to the number of shares of Common Stock as to which each of the persons or entities referenced in Item 2 above has sole or shared power to vote or to direct the vote of and sole or shared power to dispose of or to direct the disposition of (including but not limited to footnotes to such information) are incorporated herein by reference.

GWG Wind Down Trust is the record holder of 169,654,521 shares of Common Stock, as is the sole trustee of GWG Wind Down Trust, and as such, Ms. Freeman may be deemed to have beneficial ownership of the securities directly held by GWG Wind Down Trust. Ms. Freeman disclaims beneficial ownership of such shares.

(c) Between the date of the Schedule 13D and October 26, 2023, GWG Wind Down Trust sold a total of 46,966 shares of Common Stock in open market transactions as set forth in Appendix A. Except as set forth in this Amendment No. 2, the Reporting Persons have not effected any transactions with respect to the Common Stock of the Issuer during the past 60 days.

(d) The beneficiaries of the GWG Wind Down Trust ultimately have the right to receive dividends from, or the proceeds from the sale of such securities.

(e) Not applicable.

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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.

Date: October 27, 2023

GWG Wind Down Trust
/s/ Elizabeth C. Freeman
Elizabeth C. Freeman
Trustee
Elizabeth C. Freeman, solely in her capacity as Trustee and not in any individual capacity
/s/ Elizabeth C. Freeman
Elizabeth C. Freeman

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Appendix A

TRANSACTIONS IN THE COMMON SHARES EFFECTED BY THE REPORTING PERSONS

SINCE THE LAST SECTION 13D FILING

The following table sets forth all transactions with respect to the Common Stock effected since the filing of the Schedule 13D to and including October 26, 2023 by any of the Reporting Persons. All such transactions in the table were effected by the GWG Wind Down Trust in the open market.

Date of Transaction		Weighted Average Price Per Share
October 20, 2023	17,029	$ 0.70
October 23, 2023	6,729	$ 0.64
October 24, 2023	14,000	$ 0.63
October 25, 2023	3,830	$ 0.61
October 26, 2023	5,378	$ 0.63

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