Bourbon Brothers Holding Corporation
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(Name of Issuer)
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Common stock, no par value per share
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(Title of Class of Securities)
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101808103
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(CUSIP Number)
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Schedule 13G | Page 2 of 7 |
CUSIP No. 101808103 | Bourbon Brothers Holding Corporation |
1.
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Stephen Joseph Cominsky
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Colorado
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5.
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SOLE VOTING POWER
30,346,047
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6.
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SHARED VOTING POWER
19,058
|
|
7.
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SOLE DISPOSITIVE POWER
327,122
|
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8.
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SHARED DISPOSITIVE POWER
19,058
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,365,105
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10.
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
18.30%
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12.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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Schedule 13G | Page 3 of 7 |
CUSIP No. 101808103 | Bourbon Brothers Holding Corporation |
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(a)
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Name of Issuer:
|
|
Bourbon Brothers Holding Corporation
|
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(b)
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Address of Issuer’s Principal Executive Offices:
|
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(b)
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Address of Principal Business Office:
|
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(c)
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Citizenship:
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(d)
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Title of Class of Securities:
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(e)
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CUSIP Number:
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Item 3.
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If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a:
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(a)
|
£
|
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
|
£
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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£
|
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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Schedule 13G | Page 4 of 7 |
CUSIP No. 101808103 | Bourbon Brothers Holding Corporation |
(d)
|
£
|
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
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(e)
|
£
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
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(f)
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£
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
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(g)
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£
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
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(h)
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£
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
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(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).
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(j)
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£
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A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J).
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(k)
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£
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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.
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(i)
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Sole power to vote or to direct the vote: 30,346,047(3)
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(ii)
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Shared power to vote or to direct the vote: 19,058(4)
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(iii)
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Sole power to dispose or to direct the disposition of: 327,122(5)
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(iv)
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Shared power to dispose or to direct the disposition of: 19,058(4)
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Schedule 13G | Page 5 of 7 |
CUSIP No. 101808103 | Bourbon Brothers Holding Corporation |
(1)
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Includes (i) 327,122 shares of the common stock, no par value per share (“Common Stock”), of Bourbon Brothers Holding Corporation (the “Issuer”) held by Mr. Cominsky, (ii) 19,058 shares of Common Stock held by Mr. Cominsky’s spouse, and (iii) 1,200,757 shares of the Issuer’s Series A Convertible Preferred Stock, par value $0.001 per share (“Preferred Stock”), held by Mr. Cominsky that entitle Mr. Cominsky to 30,018,925 votes. Each share of Preferred Stock is convertible at the option of the holder into one shares of Common Stock upon written notice to the Issuer by February 15th of each calendar year with conversion to take place on March 1st of such calendar year. Each share of Preferred Stock has 25 votes per share and the Preferred Stock votes as a single class with the Common Stock upon any matter submitted for approval by the holders of Common Stock.
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(2)
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Percentage of class based upon 43,841,241 outstanding shares of Common Stock and 4,884,859 outstanding shares of Preferred Stock entitled to 122,121,475 votes reported in the Issuer’s Form 10-K, filed with the Securities and Exchange Commission on March 19, 2014.
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(3)
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Includes 327,122 shares of Common Stock held by Mr. Cominsky and (ii) 1,200,757 shares of Preferred Stock held by Mr. Cominsky. The holders of Preferred Stock and Common Stock vote as a single class with each share of Preferred Stock having 25 votes thus enabling Mr. Cominsky to 30,018,925 votes in connection with his Preferred Stock.
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(4)
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Shares of Common Stock held by Mr. Cominsky’s spouse.
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(5)
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Includes 327,122 shares of Common Stock held by Mr. Cominsky.
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Item 5.
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Ownership of Five Percent or Less of a Class
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
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Item 8.
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Identification and Classification of Members of the Group
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Item 9.
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Notice of Dissolution of Group
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Schedule 13G | Page 6 of 7 |
CUSIP No. 101808103 | Bourbon Brothers Holding Corporation |
Item 10.
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Certification
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Schedule 13G | Page 7 of 7 |
CUSIP No. 101808103 | Bourbon Brothers Holding Corporation |
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/s/ Stephen Joseph Cominsky | |