UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ____)*
Truett-Hurst, Inc.
(Name of Issuer)
Class A Common stock
(Title of Class of Securities)
897871109
(CUSIP Number)
Spencer Grimes
Twinleaf Management, LLC
131 Brookwood Lane,
New Canaan, CT 06840
(203) 594-1441
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 6, 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 ss.ss.240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box [X].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7 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 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 No. 897871109 SCHEDULE 13D
1 Names of Reporting Persons
Twinleaf Management, LLC
2 Check the Appropriate Box if a Member of a Group
(a) [ ]
(See instructions) (b) [X]
3 SEC USE ONLY
4 Source of Funds (See Instructions) OO
5 Check if Disclosure of Legal Proceeding is Required
Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization Connecticut, USA
7 Sole Voting Power 0
8 Shared Voting Power 377,311
9 Sole Dispositive Power 0
10 Shared Dispositive Power 377,311
11 Aggregate Amount Beneficially Owned by each Reporting
Person
377,311 shares
12 Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (see instructions) [ ]
13 Percent of Class Represented by Amount in Row (11)
8.761%
14 Type of Reporting Person (See Instructions)
IA
As of December 6, 2016 Twinleaf Management, LLC is the beneficial owner of
377,311 shares of Class A Common Stock of Truett Hurst, Inc. The shares are
allocated across nine (9) discretionary client accounts
(the "Client Accounts"). Such clients have the right to
recieve or the power to direct the reciept of dividends from,
or the proceeds from the sale of, such securities. No such
client contains an interest relating to more than five
percent (5%) of the class of securities.
1 Names of Reporting Persons
Spencer Grimes, Managing Member of Twinleaf Management, LLC
2 Check the Appropriate Box if a Member of a Group
(a) [ ]
(See instructions) (b) [X]
3 SEC USE ONLY
4 Source of Funds (See Instructions) OO
5 Check if Disclosure of Legal Proceeding is Required
Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization USA
7 Sole Voting Power 0
8 Shared Voting Power 377,311*
9 Sole Dispositive Power 0
10 Shared Dispositive Power 377,311*
11 Aggregate Amount Beneficially Owned by each Reporting
Person
377,311 shares
12 Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (see instructions) [ ]
13 Percent of Class Represented by Amount in Row (11)
8.761%
14 Type of Reporting Person (See Instructions)
IN/HC
* As of December 6, 2016 Twinleaf Management, LLC is the beneficial owner of
377,311 shares of Class A Common Stock of Truett Hurst, Inc. The shares are
allocated across nine (9) discretionary client accounts
(the "Client Accounts"). Such clients have the right
to recieve or the power to direct the reciept of
dividends from, or the proceeds from the sale of,
such securities. No such client contains an interest
relating to more than five percent (5%) of the
class of securities. Spencer Grimes is the Managing
Member of Twinleaf Management, LLC and as a result
posesses the power to vote and dispose or direct
the disposition of all the shares referred to above,
thus may be deemed to beneficially own a total of
377,311 shares of Class A Common Stock.
CUSIP No. 897871109 SCHEDULE 13D
Item 1. Security and Issuer
The title of the class of equity security to which this statement on
Schedule 13D relates is the Class A Common Stock of Truett Hurst, Inc.
The address of the issuer's principal executive offices is 125 Foss
Creek Circle, Healdsburg, California 95448.
Item 2. Identity and Background
(a) This Schedule 13D is being filed by Twinleaf Management, LLC, a
Connecticut limited liability company, and by Spencer Grimes,
a United States Citizen and Managing Member of
Twinleaf Management, LLC (the "Reporting Persons").
(b) The principal business address for each of the Reporting Persons is:
Twinleaf Management, LLC
131 Brookwood Lane,
New Canaan, CT 06840
Spencer Grimes is the Managing Member of
Twinleaf Management, LLC. Each of the Reporting Persons
is party to that certain Joint Filing Agreement, as
further described in Item 6. Accordingly, the Reporting
Persons are hereby filing a joint Schedule 13D.
(c) The principal business of Twinleaf Management, LLC is
the performance of investment management and advisory services.
The principal business of Spencer Grimes is serving
as the Managing Member of Twinleaf Management, LLC.
(d) None of the Reporting Persons have, during the last
five years, been convicted in a criminal proceeding
(excluding traffic violations or similar
misdemeanors).
(e) None of the Reporting Persons have, 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 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 violations
with respect to such laws.
(f) Twinleaf Management, LLC is a Connecticut
limited liability company, and Spencer
Grimes is a United States Citizen.
Item 3. Source and Amount of Funds or Other Consideration
The shares to which this statement relates were
acquired by the Reporting Persons on behalf
the clients for which Twinleaf Management, LLC
serves as investment advisor, using client capital.
The aggregate dollar amount used to purchase the
shares to which this statement relates is $1,326,567
Item 4. Purpose of Transaction
The shares covered by this statement were
originally acquired in the ordinary course of business
solely for investment purposes and not for the
purposes of participating in or influencing the
management of the Issuer.
On December 6, 2016, it was determined the Reporting
Persons may initiate discussions with the Issuer's
Management and Board of Directors aimed at increasing
shareholder value.
In addition, as investors in the Issuer, the Reporting
Persons may have general discussions
with representatives of the Issuer regarding various
matters relating to the business and operations of the
Issuer. The Reporting Persons may have conversations
with other stockholders of the Issuer. In the course
of such conversations with members of management, the
board of directors and other stockholders, the Reporting
Persons may suggest actions that could result
in, among other things: (a) the acquisition by the
Reporting Persons of additional securities of
the Issuer, or the disposition of securities of the Issuer;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any
of its subsidiaries; (c) a sale or transfer of a material
amount of assets of the Issuer or any of its subsidiaries;
(d) changes in the present board of directors or management
of the Issuer; (e) a material change in the present capitalization
or dividend policy of the Issuer; (f) any other material
change in the Issuer's business or corporate structure;
(g) changes in the Issuer's certificate of incorporation or bylaws
or other actions which may impede the acquisition of control of
the Issuer by any person; (h) causing any class of the Issuer's
securities 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; (i) a class of equity securities of the Issuer becoming
eligible for termination of registration pursuant to Section 12(g)(4) of
the Securities Exchange Act of 1934, as amended; or (j) any
action similar to those enumerated above.
In addition, the Reporting Persons also intend to review the
investment in the Issuer on a continuing basis. Depending
on various factors, including, without limitation, the Issuer's
financial position and strategic direction, the outcome of the
discussions and actions referenced above, actions taken by the
Issuer's board of directors, changes to the composition of the
board of directors, price levels of the Class A Common Stock
and other securities, other investment opportunities available
to the Reporting Persons, conditions in the securities market
and general economic and industry conditions, the Reporting Persons
may in the future take such actions with respect to the investment
in the Issuer as they deem appropriate including, without limitation,
(i) purchasing additional securities of the Issuer in open market or
privately negotiated transactions; (ii) selling all or part of the
securities of the Issuer owned by such Reporting Person in open
market or privately negotiated transactions; and/or (iii) one or more
combinations of the foregoing. Any open market or privately negotiated
purchases or sales, acquisition recommendations or proposals or
other transactions may be made at any time without prior notice.
Item 5. Interest in Securities of the Issuer
(a) The aggregate percentage of Shares reported owned by each
person named herein is based on 4,306,609 shares of Class A Common Stock
outstanding as of December 6, 2016, which is the total
number of shares of Common Stock outstanding as reported in the
Issuer's Quarterly Report on Form 10-Q, filed with the Securities and
Exchange Commission on September 30, 2016. As of the close of
business on the date hereof, Twinleaf Management, LLC, as the investment
advisor to nine (9) discretionary client accounts, may be deemed to
beneficially own the 377,311 shares of Class A Common Stock allocated
across the Client Accounts. Spencer Grimes, as the Managing Member of
Twinleaf Management, LLC, may be deemed to beneficially own the 377,311
shares of Class A Common Stock allocated across the Client Accounts.
(b) The Reporting Persons possess the shared power to vote and to
direct the disposition of the securities held by the Reporting Persons.
(c) The Reporting Persons conducted the following transactions on the
in the past sixty (60) days. All of the following transactions were
conducted on the open market and effectuated by Twinleaf Management, LLC
for the benefit of the Client Accounts:
10/07/16 260 shares @ 1.8/share
10/12/16 2,000 shares @ 1.6801/share
10/14/16 10,164 shares @ 1.58/share
10/18/16 260 shares @ 1.73/share
10/26/16 4200 shares @ 1.64/share
10/27/16 600 shares @ 1.65/share
10/28/16 1,200 shares @ 1.81/share
11/01/16 800 shares @ 1.69/share
11/11/16 200 shares @ 1.789/share
11/14/16 9,800 shares @ 1.5997/share
11/15/16 25,000 shares @ 1.58/share
11/16/16 21,800 shares @ 1.71/share
11/17/16 15,600 shares @ 1.8/share
11/18/16 38,120 shares @ 1.87/share
11/21/16 24,600 shares @ 1.8422/share
11/23/16 4,100 shares @ 1.8663/share
11/30/16 1,500 shares @ 1.698/share
12/01/16 500 shares @ 1.739/share
(d) The Client Accounts of Twinleaf Management, LLC have the
right to recieve or the power to direct the receipt of dividends
from, or proceeds from the sale of, the Shares. No such client
owns more than five percent (5%) of the Class A Common stock nor
any other class of stock of the Issuer.
(e) Not Applicable
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
On December 6, 2016, the Reporting Persons entered into a
Joint Filing Agreement in which the Reporting Persons agreed
to the joint filing on behalf of each of them of statements on
Schedule 13D with respect to securities of the Issuer,
to the extent required by applicable law. A copy of this
agreement is attached hereto as Exhibit A and is incorporated
herein by reference.
Other than as described herein, there are no contracts,
arrangements, understandings or relationships among the
Reporting Persons, or between the Reporting Persons and
any other person, with respect to the securities of
the Issuer.
Item 7. Material to Be Filed as Exhibits
Exhibit A Joint Filing Agreement, dated December 6, 2016.
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.
December 6, 2016
TWINLEAF MANAGEMENT, LLC
/s/ Spencer Grimes
------------------------------------------
Spencer Grimes
Managing Member, Twinleaf Management, LLC
SPENCER GRIMES
/s/ Spencer Grimes
------------------------------------------
EXHIBIT A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act
of 1934, as amended, the persons named below agree to the joint filing on
behalf of each of them of a Statement on Schedule 13D (including additional
amendments thereto) with respect to the shares of Class A Common Stock
of Truett Hurst, Inc., a Delaware corporation. This Joint Filing
Agreement shall be filed as an Exhibit to such Statement.
December 6, 2016
TWINLEAF MANAGEMENT, LLC
/s/ Spencer Grimes
------------------------------------------
Spencer Grimes
Managing Member, Twinleaf Management, LLC
SPENCER GRIMES
/s/ Spencer Grimes
------------------------------------------
Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C. 1001)