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Blink Charging Co. Major Shareholding Notification 2021

Feb 16, 2021

33703_mrq_2021-02-16_67c8ef7b-240e-4107-9a43-60051f4e4924.zip

Major Shareholding Notification

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CUSIP No: 09354A100

| SECURITIES
AND EXCHANGE COMMISSION |
| --- |
| Washington, D.C.
20549 |

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO § 240.13d-2.

(Amendment No. )*

Blink Charging Co.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

09354A100

(CUSIP Number)

December 31, 2020

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

x Rule 13d-1(b)
¨ Rule 13d-1(c)
¨ Rule 13d-1(d)

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*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 the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for purposes 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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CUSIP No: 09354A100

| (2) | Names
of Reporting Persons G1
Execution Services, LLC — Check the Appropriate Box if a Member
of a Group (See Instructions) | |
| --- | --- | --- |
| | (a) | ¨ |
| | (b) | ¨ |
| (3) | SEC
Use Only | |
| (4) | Citizenship
or Place of Organization Illinois | |
| Number
of Shares Beneficially Owned by Each Reporting Person With | (5) | Sole
Voting Power 216 (1) |
| | (6) | Shared
Voting Power 2,141,783 (1) |
| | (7) | Sole
Dispositive Power 216 (1) |
| | (8) | Shared
Dispositive Power 2,141,783 (1) |
| (9) | Aggregate
Amount Beneficially Owned by Each Reporting Person 2,141,783 (1) | |
| (10) | Check
box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ | |
| (11) | Percent
of Class Represented by Amount in Row (9) 6.0% | |
| (12) | Type
of Reporting Person (See Instructions) BD, OO | |

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(1) G1 Execution Services, LLC, Susquehanna Investment Group and Susquehanna Securities, LLC are affiliated independent broker-dealers which, together Susquehanna Fundamental Investments, LLC, may be deemed a group. For purposes of this report, we have indicated that each reporting person has sole voting and dispositive power with respect to the shares beneficially owned by it and that the reporting persons have shared voting and dispositive power with respect to all shares beneficially owned by all of the reporting persons. Each of the reporting persons disclaims beneficial ownership of shares owned directly by another reporting person.

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CUSIP No: 09354A100

| (2) | Names
of Reporting Persons Susquehanna
Fundamental Investments, LLC — Check the Appropriate Box if a Member
of a Group (See Instructions) | |
| --- | --- | --- |
| | (a) | ¨ |
| | (b) | ¨ |
| (3) | SEC
Use Only | |
| (4) | Citizenship
or Place of Organization Delaware | |
| Number
of Shares Beneficially Owned by Each Reporting Person With | (5) | Sole
Voting Power 33,511 (1) |
| | (6) | Shared
Voting Power 2,141,783 (1) |
| | (7) | Sole
Dispositive Power 33,511 (1) |
| | (8) | Shared
Dispositive Power 2,141,783 (1) |
| (9) | Aggregate
Amount Beneficially Owned by Each Reporting Person 2,141,783 (1) | |
| (10) | Check
box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ | |
| (11) | Percent
of Class Represented by Amount in Row (9) 6.0% | |
| (12) | Type
of Reporting Person (See Instructions) OO | |

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(1) G1 Execution Services, LLC, Susquehanna Investment Group and Susquehanna Securities, LLC are affiliated independent broker-dealers which, together Susquehanna Fundamental Investments, LLC, may be deemed a group. For purposes of this report, we have indicated that each reporting person has sole voting and dispositive power with respect to the shares beneficially owned by it and that the reporting persons have shared voting and dispositive power with respect to all shares beneficially owned by all of the reporting persons. Each of the reporting persons disclaims beneficial ownership of shares owned directly by another reporting person.

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CUSIP No: 09354A100

| (2) | Names
of Reporting Persons Susquehanna
Investment Group — Check the Appropriate Box if a Member
of a Group (See Instructions) | |
| --- | --- | --- |
| | (a) | ¨ |
| | (b) | ¨ |
| (3) | SEC
Use Only | |
| (4) | Citizenship
or Place of Organization Pennsylvania | |
| Number
of Shares Beneficially Owned by Each Reporting Person With | (5) | Sole
Voting Power 509,435 (1) |
| | (6) | Shared
Voting Power 2,141,783 (1) |
| | (7) | Sole
Dispositive Power 509,435 (1) |
| | (8) | Shared
Dispositive Power 2,141,783 (1) |
| (9) | Aggregate
Amount Beneficially Owned by Each Reporting Person 2,141,783 (1) | |
| (10) | Check
box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ | |
| (11) | Percent
of Class Represented by Amount in Row (9) 6.0% | |
| (12) | Type
of Reporting Person (See Instructions) BD, PN | |

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(1) G1 Execution Services, LLC, Susquehanna Investment Group and Susquehanna Securities, LLC are affiliated independent broker-dealers which, together Susquehanna Fundamental Investments, LLC, may be deemed a group. For purposes of this report, we have indicated that each reporting person has sole voting and dispositive power with respect to the shares beneficially owned by it and that the reporting persons have shared voting and dispositive power with respect to all shares beneficially owned by all of the reporting persons. Each of the reporting persons disclaims beneficial ownership of shares owned directly by another reporting person.

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CUSIP No: 09354A100

| (2) | Names
of Reporting Persons Susquehanna
Securities, LLC — Check the Appropriate Box if a Member
of a Group (See Instructions) | |
| --- | --- | --- |
| | (a) | ¨ |
| | (b) | ¨ |
| (3) | SEC
Use Only | |
| (4) | Citizenship
or Place of Organization Delaware | |
| Number
of Shares Beneficially Owned by Each Reporting Person With | (5) | Sole
Voting Power 1,598,621 (1) |
| | (6) | Shared
Voting Power 2,141,783 (1) |
| | (7) | Sole
Dispositive Power 1,598,621 (1) |
| | (8) | Shared
Dispositive Power 2,141,783 (1) |
| (9) | Aggregate
Amount Beneficially Owned by Each Reporting Person 2,141,783 (1) | |
| (10) | Check
box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ | |
| (11) | Percent
of Class Represented by Amount in Row (9) 6.0% | |
| (12) | Type
of Reporting Person (See Instructions) BD, OO | |

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(1) G1 Execution Services, LLC, Susquehanna Investment Group and Susquehanna Securities, LLC are affiliated independent broker-dealers which, together Susquehanna Fundamental Investments, LLC, may be deemed a group. For purposes of this report, we have indicated that each reporting person has sole voting and dispositive power with respect to the shares beneficially owned by it and that the reporting persons have shared voting and dispositive power with respect to all shares beneficially owned by all of the reporting persons. Each of the reporting persons disclaims beneficial ownership of shares owned directly by another reporting person.

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CUSIP No: 09354A100

Item 1.
(a) Name
of Issuer Blink
Charging Co. (the “Company”)
(b) Address
of Issuer’s Principal Executive Offices 407
Lincoln Road, Suite 704, Miami Beach, FL 33139
Item
2(a). Name
of Person Filing This
statement is filed by the entities listed below, who are collectively referred to herein as “Reporting Persons”
with respect to the shares of common stock, $0.001 par value per share, of the Company (the “Shares”). (i)
G1 Execution Services, LLC (ii)
Susquehanna Fundamental Investments, LLC (iii)
Susquehanna Investment Group (iv)
Susquehanna Securities, LLC
Item
2(b). Address
of Principal Business Office or, if none, Residence The
address of the principal business office of G1 Execution Services, LLC is: 175
W. Jackson Blvd. Suite
1700 Chicago,
IL 60604 The
address of the principal business office of each of Susquehanna Fundamental Investments, LLC, Susquehanna Investment Group
and Susquehanna Securities, LLC is: 401
E. City Avenue Suite 220 Bala
Cynwyd, PA 19004
Item
2(c). Citizenship Citizenship is set forth in Row 4 of the cover page for each Reporting Person hereto
and is incorporated herein by reference for each such Reporting Person.
Item
2(d). Title
of Class of Securities Common stock, $0.001 par value per share
Item
2(e) CUSIP
Number 09354A100

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CUSIP No: 09354A100

| Item
3. — (a) | x | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
| --- | --- | --- |
| (b) | ¨ | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
| (c) | ¨ | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
| (d) | ¨ | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
| (e) | ¨ | An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
| (f) | ¨ | An
employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
| (g) | ¨ | A
parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
| (h) | ¨ | A
savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (i) | ¨ | A
church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company
Act of 1940 (15 U.S.C. 80a-3); |
| (j) | ¨ | A
non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J); |
| (k) | ¨ | Group,
in accordance with rule 13d–1(b)(1)(ii)(K). |
| | | If
filing as a non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J), please specify the type of institution: |

Item 4. Ownership
Provide the following information
regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
The
information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for each Reporting Person hereto
and is incorporated herein by reference for each such Reporting Person. The
number of Shares reported as beneficially owned by G1 Execution Services, LLC consists of Shares issuable upon the exercise
of warrants to purchase Shares. The number of Shares reported as beneficially owned by Susquehanna Investment Group includes
options to buy 437,500 Shares. The number of Shares reported as beneficially owned by Susquehanna Securities, LLC includes
options to buy 1,361,500 Shares. The
Company’s Prospectus Supplement (to Prospectus dated January 6, 2021, Registration No. 333-251919), filed on January
8, 2021, indicates that there were 35,950,025 Shares outstanding as of December 31, 2020.
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed
to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following: ¨
Item 6. Ownership of More than Five Percent on Behalf
of Another Person
Not
applicable.
Item 7. Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
Not
applicable.

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CUSIP No: 09354A100

| Item 8. | Identification and Classification
of Members of the Group |
| --- | --- |
| Not
applicable. | |
| Item 9. | Notice of Dissolution of Group |
| Not
applicable. | |

| Item 10. |
| --- |
| By signing
below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were
not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection with or as a participant in any transaction having that
purpose or effect. |

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CUSIP No: 09354A100

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.

Dated: February 10, 2021

| G1 EXECUTION SERVICES, LLC — By: | /s/
Brian Sopinsky | SUSQUEHANNA
FUNDAMENTAL INVESTMENTS, LLC — By: | /s/
Brian Sopinsky |
| --- | --- | --- | --- |
| Name: | Brian Sopinsky | Name: | Brian Sopinsky |
| Title: | Secretary | Title: | Assistant Secretary |
| SUSQUEHANNA INVESTMENT GROUP | | SUSQUEHANNA SECURITIES, LLC | |
| By: | /s/ Brian
Sopinsky | By: | /s/ Brian
Sopinsky |
| Name: | Brian Sopinsky | Name: | Brian Sopinsky |
| Title: | General Counsel | Title: | Secretary |

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CUSIP No: 09354A100

EXHIBIT INDEX

EXHIBIT DESCRIPTION
I Joint Filing Agreement

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CUSIP No: 09354A100

Exhibit i

JOINT FILING AGREEMENT

This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the common stock of Blink Charging Co., $0.001 par value per share, is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Dated: February 10, 2021

| G1 EXECUTION SERVICES, LLC — By: | /s/ Brian Sopinsky | SUSQUEHANNA
FUNDAMENTAL INVESTMENTS, LLC — By: | /s/ Brian Sopinsk y |
| --- | --- | --- | --- |
| Name: | Brian Sopinsky | Name: | Brian Sopinsky |
| Title: | Secretary | Title: | Assistant Secretary |
| SUSQUEHANNA INVESTMENT GROUP | | SUSQUEHANNA SECURITIES, LLC | |
| By: | /s/ Brian Sopinsky | By: | /s/ Brian Sopinsky |
| Name: | Brian Sopinsky | Name: | Brian Sopinsky |
| Title: | General Counsel | Title: | Secretary |

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