Amended Statement of Ownership (sc 13g/a)
Source: Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Cipherloc Corporation(Name of Issuer)
Common Stock, $0.01 par value(Title of Class of Securities)
637479106(CUSIP Number)
April 8, 2021(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[_] Rule 13d-1(b)
[X] Rule 13d-1(c)
[_] Rule 13d-1(d)
__________
* 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 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).
CUSIP No637479106
1.NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Manchester Explorer, L.P. 2.CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (b) [X] 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 0 6.SHARED VOTING POWER 2,261,000 7.SOLE DISPOSITIVE POWER 0 8.SHARED DISPOSITIVE POWER 2,261,000 9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,261,000 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) 5.5%
12.TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN
CUSIP No.637479106
1.NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Manchester Management Company, LLC 2.CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (b) [X] 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 0 6.SHARED VOTING POWER 3,561,000 7.SOLE DISPOSITIVE POWER 0 8.SHARED DISPOSITIVE POWER 3,561,000 9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,561,000 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) 8.7%
12.TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO
CUSIP No.637479106
1.NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Manchester Management PR, LLC 2.CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (b) [X] 3.SEC USE ONLY 4.CITIZENSHIP OR PLACE OF ORGANIZATION Puerto Rico NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5.SOLE VOTING POWER 0 6.SHARED VOTING POWER 3,561,000 7.SOLE DISPOSITIVE POWER 0 8.SHARED DISPOSITIVE POWER 3,561,000 9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,561,000 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) 8.7%
12.TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO
CUSIP No.637479106
1.NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) JEB Partners, L.P. 2.CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (b) [X] 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 0 6.SHARED VOTING POWER 1,300,000 7.SOLE DISPOSITIVE POWER 0 8.SHARED DISPOSITIVE POWER 1,300,000 9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,300,000 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) 3.2%
12.TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO
CUSIP No.637479106
1.NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) James E. Besser 2.CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (b) [X] 3.SEC USE ONLY 4.CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5.SOLE VOTING POWER 300,000 6.SHARED VOTING POWER 3,561,000 7.SOLE DISPOSITIVE POWER 300,000 8.SHARED DISPOSITIVE POWER 3,561,000 9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,861,000 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) 9.5%
12.TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN
CUSIP No.637479106
Item 1.(a).Name of Issuer: Cipherloc Corporation (b).Address of issuer's principal executive offices:
825 Main Street, Suite 100
Buda, TX 78610
Item 2.(a).Names of persons filing:
Manchester Explorer, L.P.
Manchester Management Company, LLC
Manchester Management PR, LLC
JEB Partners, L.P.
James E. Besser
(b).Address or principal business office or, if none, residence:
Manchester Explorer, L.P.
c/o Manchester Management Company, LLC
53 Palmeras Street
Caribe Plaza Building, 6th Floor
San Juan, Puerto Rico, 00901
Manchester Management Company, LLC
53 Palmeras Street
Caribe Plaza Building, 6th Floor
San Juan, Puerto Rico, 00901
Manchester Management PR, LLC
53 Palmeras Street
Caribe Plaza Building, 6th Floor
San Juan, Puerto Rico, 00901
JEB Partners, L.P.
53 Palmeras Street
Caribe Plaza Building, 6th Floor
San Juan, Puerto Rico, 00901
James E. Besser
c/o Manchester Management Company, LLC
53 Palmeras Street
Caribe Plaza Building, 6th Floor
San Juan, Puerto Rico, 00901
(c).Citizenship:
Manchester Explorer, L.P. – Delaware limited partnership
Manchester Management Company, LLC – Delaware limited liability company
Manchester Management PR, LLC - Puerto Rico limited liability company
JEB Partners, L.P. – Delaware limited partnership
James E. Besser – United States of America
(d).Title of class of securities: Common Stock, $0.01 par value (e).CUSIP No.: 637479106
Item 3.If This Statement is filed pursuant to §§.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a (a)[_]
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 §240.13d-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.
(a)Amount beneficially owned:
Manchester Explorer, L.P. – 2,261,000
Manchester Management Company, LLC – 3,561,000
Manchester Management PR, LLC - 3,561,000
JEB Partners, L.P. – 1,300,000
James E. Besser – 3,861,000
(b)Percent of class:
Manchester Explorer, L.P. – 5.5%
Manchester Management Company, LLC – 7.8%
Manchester Management PR, LLC – 8.7%
JEB Partners, L.P. – 3.2%
James E. Besser – 9.5%
(c)Number of shares as to which the person has: (i)Sole power to vote or to direct the vote Manchester Explorer, L.P. - 0 Manchester Management Company, LLC – 0 Manchester Management PR, LLC - 0 JEB Partners, L.P. – 0 James E. Besser – 300,000
(ii)
Shared power to vote or to direct the vote
Manchester Explorer, L.P. – 2,261,000 Manchester Management Company, LLC – 3,561,000 Manchester Management PR, LLC - 3,561,000 JEB Partners, L.P. – 1,300,000 James E. Besser – 3,861,000
(iii)Sole power to dispose or to direct the disposition of Manchester Explorer, L.P. – 0 Manchester Management Company, LLC – 0 Manchester Management PR, LLC - 0 JEB Partners, L.P. – 0 James E. Besser – 300,000
(iv)
Shared power to dispose or to direct the disposition of
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