HearUSA, Inc.
|
(Name of Issuer)
|
Common Stock, par value $0.10 per share
|
(Title of Class of Securities)
|
422360305
|
(CUSIP Number)
|
Suzanne Present
c/o Marlin Sams Fund, L.P.
555 Madison Avenue
New York, New York 10022
(212) 843-0542
|
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
|
______________________________________
May 27, 2011
|
(Date of Event which Requires Filing of this Statement)
|
CUSIP No. 422360305
|
SC 13D |
Page 2 of 16
|
1
|
NAME OF REPORTING PERSON
Marlin Sams Fund, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
-0-
|
8
|
SHARED VOTING POWER
-0-
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
-0-
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 422360305
|
SC 13D |
Page 3 of 16
|
1
|
NAME OF REPORTING PERSON
William M. Sams
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
1,212,628
|
8
|
SHARED VOTING POWER
-0-
|
|
9
|
SOLE DISPOSITIVE POWER
1,212,628
|
|
10
|
SHARED DISPOSITIVE POWER
-0-
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,212,628
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.7%
|
|
14
|
TYPE OF REPORTING PERSON
IN
|
CUSIP No. 422360305
|
SC 13D |
Page 4 of 16
|
1
|
NAME OF REPORTING PERSON
Suzanne Present
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
-0-
|
8
|
SHARED VOTING POWER
-0-
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
-0-
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
|
14
|
TYPE OF REPORTING PERSON
IN
|
CUSIP No. 422360305
|
SC 13D |
Page 5 of 16
|
1
|
NAME OF REPORTING PERSON
Marlin Sams GenPar, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
-0-
|
8
|
SHARED VOTING POWER
-0-
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
-0-
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
CUSIP No. 422360305
|
SC 13D |
Page 6 of 16
|
1
|
NAME OF REPORTING PERSON
Gladwyne Marlin GenPar, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
-0-
|
8
|
SHARED VOTING POWER
-0-
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
-0-
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
CUSIP No. 422360305
|
SC 13D |
Page 7 of 16
|
1
|
NAME OF REPORTING PERSON
Michael Solomon
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
-0-
|
8
|
SHARED VOTING POWER
-0-
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
-0-
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
|
14
|
TYPE OF REPORTING PERSON
IN
|
CUSIP No. 422360305
|
SC 13D |
Page 8 of 16
|
1
|
NAME OF REPORTING PERSON
Candice McCurdy
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
-0-
|
8
|
SHARED VOTING POWER
-0-
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
-0-
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
|
14
|
TYPE OF REPORTING PERSON
IN
|
CUSIP No. 422360305
|
SC 13D |
Page 9 of 16
|
1
|
NAME OF REPORTING PERSON
Chad McCurdy
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
-0-
|
8
|
SHARED VOTING POWER
-0-
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
-0-
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
|
14
|
TYPE OF REPORTING PERSON
IN
|
CUSIP No. 422360305
|
SC 13D |
Page 10 of 16
|
Item 1.
|
Security and Issuer.
|
Item 2.
|
Identity and Background.
|
1.
|
William M. Sams (“Sams”), an individual investor in the Partnership and a member of Marlin Sams General Partner (as defined below);
|
2.
|
Marlin Sams Fund, L.P., a Delaware limited partnership (the “Fund”);
|
3.
|
Marlin Sams GenPar, LLC, a Delaware limited liability company and the general partner of the Fund (the “Marlin Sams General Partner”);
|
4.
|
Gladwyne Marlin GenPar, LLC, a Delaware limited liability company and a member of the Marlin Sams General Partner (“Gladwyne”);
|
5.
|
Suzanne Present, a member of Gladwyne;
|
6.
|
Michael Solomon, a member of Gladwyne;
|
7.
|
Candice McCurdy, Sams’ daughter; and
|
CUSIP No. 422360305
|
SC 13D |
Page 11 of 16
|
8.
|
Chad McCurdy, Candice McCurdy’s husband .
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
CUSIP No. 422360305
|
SC 13D |
Page 12 of 16
|
Item 4.
|
Purpose of Transaction.
|
Item 5.
|
Interest in Securities of the Issuer.
|
(a), (b), (e)
|
The aggregate percentage of shares of Common Stock reported as owned by each Reporting Person is based upon 45,006,218 shares of Common Stock outstanding as of April 14, 2011, which is the total number of shares of Common Stock outstanding as of such date as reported by the Company in its Annual Report on Form 10-K/A filed with the SEC on April 20, 2011.
Following the transactions described in Item 5(c) below, the Reporting Persons, both individually and in the aggregate, have ceased to be the beneficial owner of more than 5% of the Common Stock.
|
CUSIP No. 422360305
|
SC 13D |
Page 13 of 16
|
(c)
|
Except as set forth in this Item 5(c), Item 3 or otherwise herein, to the knowledge of the Reporting Persons with respect to the persons named in response to Item 5(a), none of the persons named in response to Item 5(a) has effected any transactions in shares of Common Stock during the past 60 days. The dates upon which the Common Stock was purchased or sold, the number of shares of Common Stock purchased or sold and the price per share for all transactions in the shares of Common Stock in the past 60 days by Reporting Persons are set forth on the table below:
|
Marlin Sams Fund, L.P.
|
||
Trade Date
|
Common Stock
|
Price Per Share
|
05/27/2011
|
(500,000)
|
$0.4000
|
William M. Sams
|
||
Trade Date
|
Common Stock
|
Price Per Share
|
05/26/2011
|
812,628
|
*
|
05/31/2011 | (675,000) | $0.3832 |
05/31/2011 | (400,000) | $0.4200 |
(d)
|
No person other than the persons listed is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any Common Stock of the Company owned by any member of the group.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships with Respect to the Issuer.
|
Not applicable.
|
Item 7.
|
Materials to be Filed as Exhibits.
|
CUSIP No. 422360305
|
SC 13D |
Page 14 of 16
|
MARLIN SAMS FUND, L.P.
|
|||
By:
|
Marlin Sams Genpar, LLC
Its general partner
|
||
By:
|
Gladwyne Marlin GenPar, LLC
A managing member
|
||
By:
|
/s/ Suzanne Present
|
||
Name: Suzanne Present
Title: A Managing Member
|
MARLIN SAMS GENPAR, LLC
|
|||
By:
|
Gladwyne Marlin GenPar, LLC
A managing member
|
||
By:
|
/s/ Suzanne Present
|
||
Name: Suzanne Present
Title: A Managing Member
|
WILLIAM M. SAMS
|
||
/s/ William M. Sams
|
GLADWYNE MARLIN GENPAR, LLC
|
|||
By:
|
/s/ Suzanne Present
|
||
Name: Suzanne Present
Title: A Managing Member
|
CUSIP No. 422360305
|
SC 13D |
Page 15 of 16
|
SUZANNE PRESENT
|
||
/s/ Suzanne Present
|
MICHAEL SOLOMON
|
||
/s/ Michael Solomon
|
CANDICE MCCURDY
|
||
/s/ Candice McCurdy
|
CHAD MCCURDY
|
||
/s/ Chad McCurdy
|
CUSIP No. 422360305
|
SC 13D |
Page 16 of 16
|
MARLIN SAMS FUND, L.P.
|
|||
By:
|
Marlin Sams Genpar, LLC
Its general partner
|
||
By:
|
Gladwyne Marlin GenPar, LLC
A managing member
|
||
By:
|
/s/ Suzanne Present
|
||
Name: Suzanne Present
Title: A Managing Member
|
MARLIN SAMS GENPAR, LLC
|
|||
By:
|
Gladwyne Marlin GenPar, LLC
A managing member
|
||
By:
|
/s/ Suzanne Present
|
||
Name: Suzanne Present
Title: A Managing Member
|
WILLIAM M. SAMS
|
||
/s/ William M. Sams
|
GLADWYNE MARLIN GENPAR, LLC
|
|||
By:
|
/s/ Suzanne Present
|
||
Name: Suzanne Present
Title: A Managing Member
|
SUZANNE PRESENT
|
||
/s/ Suzanne Present
|
MICHAEL SOLOMON
|
||
/s/ Michael Solomon
|
CANDICE MCCURDY
|
||
/s/ Candice McCurdy
|
CHAD MCCURDY
|
||
/s/ Chad McCurdy
|