Outdoor Holding Company
19.34%
24,327,857
1015383
00175J107
May 20, 2025
May 23, 2025, 05:09 PM
Reporting Persons (1)
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| Steven F. Urvan | Individual | 19.34% | 24,327,857 | 17,327,857 | 7,000,000 |
Disclosure Items (5)
Common Stock, par value $0.001 per share
Outdoor Holding Company
7681 East Gray Road, Scottsdale, AZ, 85260
Item 3 is hereby amended and supplemented as follows: In connection with the settlement (the "2025 Settlement") of certain litigation among Steven F. Urvan, the Issuer, and certain other parties pursuant to a Settlement Agreement dated May 21, 2025, the Issuer agreed to, on the 2025 Settlement Effective Date (as defined below), issue to GDI Air III LLC ("GDI Air III"), a designee of Mr. Urvan of which Mr. Urvan may be deemed to be the beneficial owner, a warrant ("Warrant No. 1") for the purchase of up to 7,000,000 shares of Common Stock at an exercise price of $1.81 per share. The "2025 Settlement Effective Date" means (i) 5:00 p.m. on May 30, 2025 if, as of such time, the Issuer has not received an objection to the transactions proposed under the 2025 Settlement from the Nasdaq Stock Market LLC ("Nasdaq"), or (ii) if the Issuer has received such an objection as of 5:00 p.m. on May 30, 2025, the earlier of (x) the date on which such objection has been withdrawn by Nasdaq or (y) the date on which the Issuer determines that such objection has otherwise been resolved between the Issuer and Nasdaq.
Item 5(a) is hereby amended and restated to read in its entirety as follows: Amount Beneficially Owned: As of the date of the filing of this Amendment No. 5, Mr. Urvan beneficially owns or may be deemed to beneficially own 24,327,857 shares of Common Stock, which consist of (i) 17,312,857 shares of Common Stock owned beneficially by Mr. Urvan; (ii) 15,000 shares that Mr. Urvan expects to receive within 60 days in accordance with his regular compensation as a member of the Board; and (iii) 7,000,000 shares of Common Stock issuable to GDI Air III upon the exercise of Warrant No. 1 to be issued by the Company to GDI Air III in connection with the 2025 Settlement. Mr. Urvan may be deemed to beneficially own such 7,000,000 shares of Common Stock beneficially owned by GDI Air III. Mr. Urvan disclaims beneficial ownership of such 7,000,000 shares of Common Stock except to the extent of Mr. Urvan's pecuniary interest in such shares. Percentage of Class: 19.34% The foregoing percentage is calculated based on a total of 118,744,062 outstanding shares of Common Stock of the Issuer as of May 20, 2025 as reported to Mr. Urvan by the Issuer.
Item 5(b) is hereby amended and restated to read in its entirety as follows: (i) sole power to vote or to direct the vote: 17,327,857 shares. (ii) shared power to vote or to direct the vote: 7,000,000 shares. (iii) sole power to dispose or to direct the disposition of: 17,327,857 shares. (iv) shared power to dispose or to direct the disposition of: 7,000,000 shares.
The following transactions have been effected during the past 60 days: See Item 3.
Not applicable.
Not applicable.
Item 6 is hereby amended and supplemented as follows: Mr. Urvan understands that, in connection with the 2025 Settlement, the Issuer intends to file with the Securities and Exchange Commission a Current Report on Form 8-K no later than May 28, 2025 disclosing various additional terms of the 2025 Settlement.