Explanatory Note.
The Reporting Persons previously filed an original Schedule 13D in respect of the common stock, par value $0.001 per share (the “Common
Stock”), of Beam Global, a Nevada corporation (the “Issuer”), on July 8, 2022 (the “Original Schedule 13D”). This Amendment No. 6 amends the Original Schedule 13D, as amended by Amendment
No. 5 on July 24, 2024, Amendment No. 4 filed on January 4, 2024, Amendment No. 3 filed on May 22, 2023, Amendment No. 2 filed on February 23, 2023 and Amendment No. 1 filed on December 23, 2022
(collectively, the “Schedule 13D”), and is being filed to reflect that the Reporting Persons now beneficially own 711,490 shares, which approximates to 4.87%, of Common Stock. The filing of this Amendment No. 6 represents the
final amendment to the Schedule 13D and constitutes an “exit filing” for the Reporting Persons. Capitalized terms used but not defined herein shall have the meaning set forth in the Original Schedule 13D.
Item 4. Purpose of Transaction.
Item 4 of the
Schedule 13D is hereby amended by amending and restating the first sentence of the second paragraph as follows:
The Reporting Persons acquired the
securities reported herein in connection with the Transaction. From July 24, 2024 to October 26, 2024, Townsend AC completed open market sales in which it disposed a total of 59,276 shares of Common Stock.
Item 5. Interest in Securities of the Issuer.
Item
5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
The information set forth in Items 2 and 3 of this Statement and the
cover pages of this Statement is hereby incorporated by reference into this Item 5.
(a)—(b)
As a result of certain matters described in this Statement, the Reporting Persons may be deemed to constitute a “group” within the
meaning of Rule 13d-5(b) under the Act. However, neither the present filing nor anything contained herein shall be construed as an admission that all or any of the Reporting Persons constitute a
“group” within the meaning of Rule 13d-5(b) under the Act. As a member of a group, each Reporting Person may be deemed to beneficially own all of the Common Stock beneficially owned by the members of
the group as a whole. The Reporting Persons may be deemed to beneficially own an aggregate of 711,490 shares of Common Stock, which represents, in the aggregate, approximately 4.87% of the outstanding shares of the Issuer’s Common Stock (based
on 14,621,141 shares of common stock, $0.001 par value per share, of the Issuer (the “Common Stock”) outstanding as of August 5, 2024, as reported in the Issuer’s Form 10-Q filed with the
Commission on August 13, 2024.
(c) Except as set forth on Appendix I to this Schedule 13D, no Reporting Person has effected any
transaction in the Common Stock in the 60 days preceding the date hereof or since the filing of the Original Schedule 13D.
(d) Except as
set forth in this Schedule 13D, no Reporting Person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities described in this Statement.
(e) On October 21, 2024, the Reporting Persons ceased to be the beneficial owner of more than five percent of the Common Stock. The filing
of this Amendment No. 6 represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons.
