"Anyone understand this?"? "is he buying or selling"
There's no "he", it's an LLC, a company they set up, which would be an "it", a corporate entity. They're not buying or selling anything. They get "issued" shares periodically (see 10-K/10-Q filings) for things like "interest owed" and other various reasons.
The form is NOT indicating in anyway some "conversion of preferred" shares, they are sitting right at 20 MILLION which they've been since way back, no "conversion" going on. None, IMO. Where is that stated in that filing?
It's Northstar LLC. Since they hold a large ownership (I believe the SEC rules are something like any "large holder" of 5% or more, not 100% sure, has to file one of these disclosures) then they have to disclose the amount of holdings periodically, as do all that are deemed major "insiders" holding above that threshold (the 5% or whatever it is. Pretty sure, that's what the form 13 is doing).
It's been well known for some time (it's in all 10-K/10-Q filings that Northstar was granted the large block of preferred shares, 20,000,000, now with a 25:1 voting power), but they also over time have been given more and more common shares- for interest paid, all kinds of stuff.
So, I' assume (I'm not 100% sure) but their common share portion shown in that Form 13 filing, the "31,853,696 shares of common " is probably going up. Also, as BHRT continues to dilute the common shares more and more, the percentage owned, that 13.3% number may be changing and need to be re-computed periodically? Not sure, one would have to find the last time this form was filed by Northstar and see what's changed between that filing and this "amended" one.
Why it was an "amended" filing, not sure. It would mean something was incorrect or changed from a prior filing of the same form, and they are re-filing it to the SEC/EDGAR I guess to update it or correct it? Something to that effect?
All it shows though, is the total ownership that Northstar LLC is holding, which according to that filing is 13.3% of the total aggregate shares (way more voting power than that though, as the preferred carry 25:1 votes, which is 500 million votes right there). They adjust that preferred share block to insure they always hold/control the voting control over the company, as the shares dilute more and more. It was 20:1 a while back, and as they continued to dilute more, they bumped it to 25:1 insuring they always hold more votes than the common shareholders will ever have. As they continue to dilute at the current pace, I'd expect they will "adjust" it again as they bump up against the 1 Billion shares outstanding, when they hit that threshold (just my opinion, but that's how they did it in the past IMO).
Charles Hart, a BOD member is in charge and filed/created Northstar LLC so he's signing off on the document (one can look it up on the net), which also contains Sam Ahn and William Murphy also of the BOD and some other "mystery" member(s) it appears. Those holders also hold large personal blocks of shares, meaning they own a whole lot more than that 13.3% when it's all added up. And now they're also doing these form 4 filings, cashing out debt for common stock, which means they'll own even more, outside of their Northstar holdings.
It's all shown in a table in the last 10-K PAGE 77 (yr end 2013)
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Officers and directors as a group hold 15.8%
Northstar LLC was shown as holding 9.2% as of that filing
So, one can see from that end of 2013, 10-K filing, to this amended form 13G filing, Northstar's ownership appears to have gone up from 9.2% to 13.3%, as they continue to be given more and more common shares- probably for stuff like "interest owed" and who knows what else. It's always in the 10-K or 10-Q's but it's lines and lines of "stuff" and hard to decipher IMO. It's interesting IMO, that despite the common shareholders being diluted more and more, somehow Northstar's holdings appear to go up and increase from 9.2% to now 13.3% according to this amended form 13 filing? They're obviously not being diluted IMO- which means I guess they're being issued enough shares to keep up ahead of the dilution somehow? Interesting, IMO.
By adding up those two numbers, 15.8 + 13.3 = 29.1% would be held by about 7 people total, maybe 5 or so total. And it's probably gone up a lot since then (that was current as of the last 10-K filing, about 6 months ago), with all the converting of the debt to equity being done lately, the form 4 filings.
That's my 2 cent read on it, I'm no expert by any stretch, but have seen this filing previously and as stated have read/seen all kinds of stuff related to these Northstar holdings in the 10-K/10-Q filings.
AI
