UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Amendment No. 4
Under the Securities Exchange Act of 1934
Parks! America, Inc. |
(Name of Issuer) |
Common Stock, par value $0.001 per share |
(Title of Class of Securities) |
701455107 |
(CUSIP Number) |
Charles Kohnen 5424 Spice Bush Court Dayton, Ohio 45429 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
February 2, 2016 |
(Date of Event which Requires Filing of this Statement) |
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 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box .
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See 240.13d-7(b) for other parties to whom copies are to be sent.
*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 disclosures provided in a prior cover page.
The information required on 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).
SCHEDULE 13D
CUSIP No. | 701455107 |
1 | NAMES OF REPORTING PERSONS | |||
Charles Kohnen
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | |||
(a) . (b) .
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3 | SEC USE ONLY | |||
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4 | SOURCE OF FUNDS (See Instructions) | |||
PF
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5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) | |||
.
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6 | CITIZENSHIP OR PLACE OF ORGANIZATION | |||
US
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NUMBER OF | 7 | SOLE VOTING POWER | ||
5,825,000
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8 | SHARED VOTING POWER | |||
13,895,000 (See Item 5)
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9 | SOLE DISPOSITIVE POWER | |||
5,825,000
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10 | SHARED DISPOSITIVE POWER | |||
13,895,000 (See Item 5)
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11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||
19,720,000 (See Item 5)
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12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | |||
.
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13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |||
26.51%
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14 | TYPE OF REPORTING PERSON (See Instructions) | |||
IN
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Item 1.
Security and Issuer
This Amendment No. 4 to the Schedule 13D (this “Amendment”) filed by Charles Kohnen (the “Reporting Person”) amends and supplements the Schedule 13D originally filed on December 21, 2009, as amended by Amendment No. 1 to the Schedule 13D filed on September 7, 2011, as further amended by Amendment No. 2 to the Schedule 13D filed on July 28, 2015, and as further amended by the Schedule 13D Amendment No. 3 filed on September 22, 2015 (the Schedule 13D together with Amendments No. 1, No. 2 and No. 3 referred to herein as “the Original Filing”) and relates to the common stock, par value $0.001 per share (the “Shares”) of Parks! America, Inc., a Nevada corporation (the “Issuer”). The principal executive offices of the Issuer are located at 1300 Oak Grove Road, Pine Mountain, GA 31822.
This Amendment is being filed by Reporting Person to report changes to his beneficial ownership of the Issuer as a result of (a) the purchase by the Reporting Person of an aggregate of 865,000 Shares through open market transactions, and (b) the issuance of 25,000 Shares to the Reporting Person by the Issuer as compensation for serving on the Issuer’s Board of Directors.
Unless otherwise stated herein, the Original Filing remains in full force and effect. All capitalized terms used in this Amendment but not defined herein shall have the meanings ascribed to them in the Original Filing.
Item 2.
Identity and Background
(a)
This 13D is being filed on behalf of Charles Kohnen (the “Reporting Person”).
(b)
The Reporting Person’s business address is: 5424 Spice Bush Court, Dayton, Ohio 45429.
(c)
The Reporting Person’s principal occupation is private investing. The Reporting Person is a member of the Issuer’s Board of Directors.
(d)
During the last 5 years the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)
During the last 5 years, the Reporting has not been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)
The Reporting Person is a citizen of the United States.
Item 3.
Source and Amount of Funds or Other Considerations
The Reporting Person purchased an aggregate of 865,000 Shares in an open market transactions using his personal funds. The aggregate purchase price of the Shares was $55,475.10. The Reporting Person received 25,000 Shares from the Issuer as consideration for serving on the Issuer’s Board of Directors.
Item 4.
Purpose of Transaction
The Shares have been acquired for investment purposes. The Reporting Person intends to continue to evaluate his investments in the Shares. The Reporting Person may make additional purchases or may sell the Shares in open market or in private negotiated transactions. Any such purchase or sale will depend upon his evaluation of his respective investments, upon the amounts and prices of available Shares, and upon other relevant circumstances.
The Reporting Person does not have any present plans or proposals which relate to or would result in:
(a)
An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(b)
A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;
(c)
Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;
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(d)
Any material change in the present capitalization or dividend policy of the Issuer;
(e)
Any other material change in the Issuer's business or corporate structure;
(f)
Changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;
(g)
Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
(h)
A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or
(i)
Any action similar to any of those enumerated above.
Item 5.
Interest in Securities of the Issuer
(a)
As of the date hereof, the Reporting Person may be deemed to own 19,720,000 Shares, which represents approximately 26.51% of the Issuer’s issued and outstanding stock. The percentage of Shares owned by the Reporting Person is based upon 74,381,537 Shares outstanding as of December 11, 2015, which is the total number of Shares outstanding as reported in the Issuer’s Annual Report on Form 10-Q filed with the Securities and Exchange Commission on December 15, 2015.
(b)
The Reporting Person shares voting and dispositive power with his wife, Angela Kohnen, over 13,895,000 Shares. The Reporting Person has the sole power to vote, or direct the vote of, and to dispose or direct the disposition of 5,825,000 of the Shares he beneficially owns.
(c)
The transactions in Shares by the Reporting Person since the filing of Amendment No. 3 are set forth on Schedule A attached hereto and are incorporated by reference herein.
(d)
To the Reporting Person’s knowledge, no other person has the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale, of the Shares beneficially owned by the Reporting Person.
(e)
Not applicable.
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
To the knowledge of the Reporting Person, there are no contracts, arrangements, understandings or relationships (legal or otherwise) including but not limited to, the transfer of voting rights of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profit or loss, or the giving or withholding of proxies between the person named in Item 2 and any other person, with respect to any of the Issuer’s securities, including but not limited to, any securities, pledges or otherwise subject to a contingency the occurrence of which would give another person voting power or investment power over such securities.
Item 7.
Material to Be Filed as Exhibits
None
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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.
Dated: February 2, 2016 /s/ Charles Kohnen Charles Kohnen |
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The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).
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SCHEDULE A
Reporting Person’s Transactions in Shares since the Filing of Amendment No. 3
This Schedule sets forth information with respect to each purchase and sale of Shares that were effectuated by the Reporting Person since the filing of Amendment No. 3. Unless otherwise indicated, all transactions were effectuated in the open market through a broker and all prices include brokerage commission.
Nature of Transaction | Date of Purchase | Number of Securities Purchased | Price per Share |
Purchase of Common Stock
| 01/05/2016 | 25,000 | $0.0604 |
Purchase of Common Stock
| 01/05/2016 | 55,000 | $0.0602 |
Purchase of Common Stock
| 01/05/2016 | 80,000 | $0.0601 |
Purchase of Common Stock
| 01/06/2016 | 25,000 | $0.0664 |
Purchase of Common Stock
| 01/06/2016 | 30,000 | $0.0653 |
Purchase of Common Stock
| 01/06/2016 | 30,000 | $0.0653 |
Purchase of Common Stock
| 01/12/2016 | 25,000 | $0.0654 |
Purchase of Common Stock
| 01/12/2016 | 25,000 | $0.0654 |
Purchase of Common Stock
| 01/12/2016 | 30,000 | $0.0653 |
Purchase of Common Stock
| 01/12/2016 | 35,000 | $0.0653 |
Purchase of Common Stock
| 01/12/2016 | 40,000 | $0.6515 |
Purchase of Common Stock
| 01/12/2016 | 50,000 | $0.0652 |
Purchase of Common Stock
| 01/12/2016 | 50,000 | $0.0652 |
Purchase of Common Stock
| 01/12/2016 | 60,000 | $0.0652 |
Purchase of Common Stock
| 01/12/2016 | 75,000 | $0.0651 |
Purchase of Common Stock
| 01/12/2016 | 80,000 | $0.0651 |
Purchase of Common Stock
| 01/12/2016 | 100,000 | $0.0651 |
Purchase of Common Stock
| 01/13/2016 | 50,000 | $0.0622 |
In addition, on December 18, 2015, the Issuer issued to the Reporting Person 25,000 Shares as compensation for the Reporting Person service as a Director of the Issuer. The Reporting Person paid no additional consideration for these Shares.