UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___)
Security Devices International, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of class of Securities)
814196101
(CUSIP Number)
Rodd Friedman, 12 South Main Street, Suite 203, Norwalk, CT 06854, 203-663-1300
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
May 30, 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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ]
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1.
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Names of Reporting Persons:
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NLW1, LLC
EIN: 47-4088444
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2.
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Check the Appropriate Box if a Member of a Group
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5.
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Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): [ ]
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6.
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Citizenship or Place of Organization: Connecticut
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Number of Shares Beneficially Owned by Each Reporting Person with:
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7. |
Sole Voting Power: 7,575,757 |
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8.
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Shared Voting Power: 0
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9.
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Sole Dispositive Power: 7,575,757
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10.
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Shared Dispositive Power: 0
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person: 7,575,757
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares: [ ]
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13.
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Percent of Class Represented by Amount in Row (11): 13.9%1
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14.
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Type of Reporting Person: OO (limited liability company)
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1 Based upon 54,615,642 shares of common stock outstanding as of April 10, 2016.
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1.
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Names of Reporting Persons:
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2.
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Check the Appropriate Box if a Member of a Group
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5.
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Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): [ ]
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6.
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Citizenship or Place of Organization: Connecticut
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Number of Shares Beneficially Owned by Each Reporting Person with:
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7. |
Sole Voting Power: 2,898,765 |
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15.
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Shared Voting Power: 0
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16.
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Sole Dispositive Power: 2,898,765
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17.
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Shared Dispositive Power: 0
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18.
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Aggregate Amount Beneficially Owned by Each Reporting Person: 2,898,765
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19.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares: [ ]
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20.
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Percent of Class Represented by Amount in Row (11): 5.3%2
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21.
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Type of Reporting Person: CO
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2 Based upon 54,615,642 shares of common stock outstanding as of April 10, 2016.
Item 1. Security and Issuer
The class of securities to which this statement relates is the shares of common stock, par value $0.001 per share, of Security Devices International, Inc., whose principal executive offices are located at 4830 West Kennedy Blvd., Suite 600, Tampa, Florida 33609.
Item 2. Identity and Background
NLW1, LLC (“NLW1”)
REF Securities & Co., incorporated under the laws of the State of Connecticut (“REF”)
NLW1: 12 South Main Street, Suite 203, Norwalk, CT 06854
REF: 12 South Main Street, Suite 203, Norwalk, CT 06854
NLW1: Investment vehicle
REF: Private investment manager
(d) Each reporting person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
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(e)
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Each reporting person has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding been made 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.
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Item 3. Source and Amount of Funds or Other Consideration
The shares that have been acquired by reporting persons were acquired with their own funds totaling approximately $3,253,678.
Item 4. Purpose of Transaction
The shares were not acquired by reporting persons for any particular purpose, but rather for general investment purposes. Each reporting person currently does not have any plans or proposals which relate to or would result in any of the transactions or circumstances set forth in the instructions to this Item 4 except as set forth immediately below:
The reporting persons have engaged in discussions with management, the Board, and other stockholders of Security Devices International, Inc. (“Issuer”) regarding ways to maximize stockholder value. The reporting persons intend to engage more substantively with management, the Board and other relevant parties on matters concerning the business, assets, capitalization, operations, management, strategy and future plans of the Issuer. The reporting person may also discuss strategic alternatives with interested parties to propose or consider extraordinary transactions including, without limitation, a joint venture, merger, a “going private” transaction or the sale of the Issuer.
The reporting persons reserve the right to seek changes in the composition of the Board and management.
The reporting persons intend to review their investments in the Issuer on a continuing basis. Depending on various factors, including, without limitation, the Issuer’s financial position and strategic direction, actions taken by the Board, price levels of shares of the common stock, other investment opportunities available to the reporting persons, concentration of positions in the portfolios managed by the reporting persons, market conditions and general economic and industry conditions, the reporting persons may take such actions with respect to their investment in the Issuer as they deem appropriate, including, without limitation, purchasing additional shares of the Issuer’s common stock or other financial instruments related to the Issuer or selling some or all of Issuer’s common stock held by them.
Item 5. Interest in Securities of the Issuer
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(a)
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Reporting persons’ beneficial ownership of shares of the Issuer’s common stock are as follows:
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NLW1: 7,575,757 shares, representing 13.9% of the shares of common stock outstanding.
REF: 2,898,765 shares, representing 5.3% of the shares of common stock outstanding.
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(b)
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Each reporting person exercises sole voting power and sole dispositive power over all of the shares ascribed to it in Item 5 (a) above. Each reporting person does not have any shared power to vote or dispose of said shares.
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(c)
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In the last 60 days, reporting persons have not engaged in any transactions in Issuer’s common stock.
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
There are no contracts, arrangements, understandings or relationships with reporting persons described in the instructions to this Item 6 other than that NLW1 and REF are affiliated entities.
Item 7. Material to Be Filed as Exhibits
There are no exhibits to be filed pursuant to the instructions for this Item 7.
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.
Date: June 8, 2016
NLW1, LLC
By: /s/ Rodd Friedman
Rodd Friedman, Manager
REF Securities & Co.
By: /s/ Rodd Friedman
Rodd Friedman, President