Statement of Ownership (sc 13g)
14 Febbraio 2017 - 6:32PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF
1934
1
Digital Brand Media & Marketing Group,
Inc.
(Name
of Issuer)
Common Stock, $0.001 par value
(Title
of Class of Securities)
25385H203
(CUSIP
Number)
December 31, 2016
(Date of Event Which Requires Filing of
this Statement)
Check the appropriate box to designate the
rule pursuant to which this Schedule is filed:
ý
Rule 13d-1(b)
o
Rule
13d-1(c)
o
Rule
13d-1(d)
_______________
1
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 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. 25385H203
|
13G
|
Page
2
of 11 Pages
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Citadel Securities LLC 26-1583831
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
|
(a)
o
(b)
o
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE VOTING POWER
-0-
|
6.
|
SHARED VOTING POWER
276,987
|
7.
|
SOLE DISPOSITIVE POWER
-0-
|
8.
|
SHARED DISPOSITIVE POWER
276,987
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
276,987
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES**
|
o
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.3%
|
12.
|
TYPE OF REPORTING PERSON**
BD
|
|
** SEE INSTRUCTIONS BEFORE FILLING OUT
|
|
|
|
|
|
CUSIP No. 25385H203
|
13G
|
Page
3
of 11 Pages
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF
ABOVE PERSONS (ENTITIES ONLY)
CALC III LP 46-2737051
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
|
(a)
o
(b)
o
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE VOTING POWER
-0-
|
6.
|
SHARED VOTING POWER
276,987
|
7.
|
SOLE DISPOSITIVE POWER
-0-
|
8.
|
SHARED DISPOSITIVE POWER
276,987
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
276,987
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES**
|
o
|
11.
|
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW 9
6.3%
|
12.
|
TYPE OF REPORTING PERSON**
PN; HC
|
|
** SEE INSTRUCTIONS BEFORE FILLING OUT
|
|
|
|
|
|
CUSIP No. 25385H203
|
13G
|
Page
4
of 11 Pages
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Citadel GP LLC 36-4108019
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
|
(a)
o
(b)
o
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
SOLE VOTING POWER
-0-
|
6.
|
SHARED VOTING POWER
276,987
|
7.
|
SOLE DISPOSITIVE POWER
-0-
|
8.
|
SHARED DISPOSITIVE POWER
276,987
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
276,987
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES**
|
o
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.3%
|
12.
|
TYPE OF REPORTING PERSON
**
OO; HC
|
|
** SEE INSTRUCTIONS BEFORE FILLING OUT
|
|
|
|
|
|
CUSIP No. 25385H203
|
13G
|
Page
5
of 11 Pages
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Kenneth Griffin
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
|
(a)
o
(b)
o
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
SOLE VOTING POWER
-0-
|
6.
|
SHARED VOTING POWER
276,987
|
7.
|
SOLE DISPOSITIVE POWER
-0-
|
8.
|
SHARED DISPOSITIVE POWER
276,987
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
276,987
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES**
|
o
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.3%
|
12.
|
TYPE OF REPORTING PERSON
**
IN; HC
|
|
** SEE INSTRUCTIONS BEFORE FILLING OUT
|
|
|
|
|
|
CUSIP No. 25385H203
|
13G
|
Page
6
of 11 Pages
|
Item 1(a).
|
Name of Issuer.
|
Digital Brand Media & Marketing Group,
Inc. (the “Company”).
Item
1(b).
|
Address of Issuer’s Principal Executive Offices.
|
The Company’s principal executive
offices are located at 747 Third Avenue, New York, NY 10017.
Items 2(a).
|
Name of Person Filing.
|
This statement is filed on behalf of the
following persons with respect to shares of common stock of the Company (the “Shares”):
(i) Citadel
Securities LLC, a Delaware limited liability company (“Citadel Securities”), as a broker dealer and market maker;
(ii) CALC
III LP, a Delaware limited partnership (“CALC3”), as a non-member manager;
(iii) Citadel
GP LLC, a Delaware limited liability company (“CGP”), as general partner of CALC3; and
(iv) Kenneth
Griffin, an individual and President and Chief Executive Officer of, and who owns a controlling interest in, CGP.
The foregoing persons are hereinafter are
referred to collectively as the “Reporting Persons.” Any disclosures herein with respect to persons other than the
Reporting Persons are made on information and belief after making inquiry to the appropriate party.
Item 2(b).
|
Address of Principal Business Office or, if None, Residence.
|
The address of the principal business office
of each of the Reporting Persons is c/o Citadel LLC, 131 S. Dearborn Street, 32nd Floor, Chicago, Illinois 60603.
Citadel Securities is a limited liability
company organized under the laws of the State of Delaware. CALC3 is a limited partnership organized under the laws of the State
of Delaware. CGP is a limited liability company organized under the laws of the State of Delaware. Mr. Griffin is a U.S. citizen.
Item
2(d).
|
Title of Class of Securities.
|
Common stock, par value $0.001
per share.
CUSIP No. 25385H203
|
13G
|
Page
7
of 11 Pages
|
If this statement is filed pursuant to Rules
13d-1(b) or 13d- 2(b) or (c), check whether the person filing is a:
|
(a)
|
ý
|
Broker or dealer registered under Section 15 of the Act,
|
|
(b)
|
o
|
Bank as defined in Section 3(a)(6) of the Act,
|
|
(c)
|
o
|
Insurance Company as defined in Section 3(a)(19) of the Act,
|
|
(d)
|
o
|
Investment Company registered under Section 8 of the Investment Company Act of 1940,
|
|
(e)
|
o
|
Investment Adviser in accordance with Rule 13d-1 (b)(1)(ii)(E),
|
|
(f)
|
o
|
Employee Benefit Plan or Endowment Fund in accordance with 13d-1 (b)(1)(ii)(F),
|
|
(g)
|
o
|
Parent Holding Company or control person in accordance with Rule 13d-1 (b)(1)(ii)(G),
|
|
(h)
|
o
|
Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act,
|
|
(i)
|
o
|
Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940,
|
|
(j)
|
o
|
A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);
|
|
(k)
|
o
|
Group, in accordance with Rule 13d-1(b)(1)(ii)(K).
If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ______________
|
The percentages used herein are calculated
based upon 4,414,975 shares issued and outstanding as of September 23, 2015 as reported in the Company’s Quarterly Report
on Form 10-Q for the fiscal quarter ended May 31, 2015, filed with the SEC on September 24, 2015. As of the close of business on
December 31, 2016, the Reporting Persons beneficially owned shares of the Company’s common stock in the amounts and percentages
listed below:
CUSIP No. 25385H203
|
13G
|
Page
8
of 11 Pages
|
|
A.
|
Citadel Securities LLC
|
|
|
(a)
|
Amount beneficially owned: 276,987
|
|
|
(b)
|
Percent of class: 6.3%
|
|
|
(c)
|
(i)
|
Sole power to vote or direct the vote: -0-
|
|
|
(ii)
|
Shared power to vote or direct the vote: 276,987
|
|
|
(iii)
|
Sole power to dispose or direct the disposition: -0-
|
|
|
(iv)
|
Shared power to dispose or direct the disposition: 276,987
|
|
B.
|
CALC III LP
|
|
|
(a)
|
Amount beneficially owned: 276,987
|
|
|
(b)
|
Percent of class: 6.3%
|
|
|
(c)
|
(i)
|
Sole power to vote or direct the vote: -0-
|
|
|
(ii)
|
Shared power to vote or direct the vote: 276,987
|
|
|
(iii)
|
Sole power to dispose or direct the disposition: -0-
|
|
|
(iv)
|
Shared power to dispose or direct the disposition: 276,987
|
|
C.
|
Citadel GP LLC
|
|
|
(a)
|
Amount beneficially owned: 276,987
|
|
|
(b)
|
Percent of class: 6.3%
|
|
|
(c)
|
(i)
|
Sole power to vote or direct the vote: -0-
|
|
|
(ii)
|
Shared power to vote or direct the vote: 276,987
|
|
|
(iii)
|
Sole power to dispose or direct the disposition: -0-
|
|
|
(iv)
|
Shared power to dispose or direct the disposition: 276,987
|
|
D.
|
Kenneth Griffin
|
|
|
(a)
|
Amount beneficially owned: 276,987
|
|
|
(b)
|
Percent of class: 6.3%
|
|
|
(c)
|
(i)
|
Sole power to vote or direct the vote: -0-
|
|
|
(ii)
|
Shared power to vote or direct the vote: 276,987
|
|
|
(iii)
|
Sole power to dispose or direct the disposition: -0-
|
|
|
(iv)
|
Shared power to dispose or direct the disposition: 276,987
|
|
|
|
|
|
Each Reporting Person disclaims beneficial
ownership of any of the securities covered by this statement, except to the extent of any pecuniary interest therein.
Item
5.
|
Ownership of Five Percent or Less of a Class.
|
If this statement is being filed to report
the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the
class of securities, check the following.
o
CUSIP No. 25385H203
|
13G
|
Page
9
of 11 Pages
|
Item
6.
|
Ownership of More than Five Percent on Behalf of Another Person.
|
To the knowledge of the Reporting Persons,
no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of,
a number of the Shares which represents more than five percent of the number of outstanding shares of the Shares.
Item
7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
|
Not Applicable.
Item
8.
|
Identification and Classification of Members of the Group.
|
Not Applicable.
Item
9.
|
Notice of Dissolution of Group.
|
Not Applicable.
Each of the Reporting Persons hereby makes
the following certification:
By signing below I certify that, to the
best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with
the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
CUSIP No. 25385H203
|
13G
|
Page
10
of 11 Pages
|
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.
DATED: February 13, 2017
|
|
|
|
|
CITADEL SECURITIES LLC
|
|
|
|
|
|
/s/: Shawn Fagan
|
|
|
Shawn Fagan, Authorized Signatory
|
|
|
|
|
|
|
|
|
CALC III LP
|
|
|
|
|
|
/s/: Shawn Fagan
|
|
|
Shawn Fagan, Authorized Signatory
|
|
|
|
|
|
|
|
|
CITADEL GP LLC
|
|
|
|
|
|
/s/: Shawn Fagan
|
|
|
Shawn Fagan, Authorized Signatory
|
|
|
|
|
|
|
|
|
KENNETH GRIFFIN
|
|
|
|
|
|
/s/: Mark Polemeni
|
|
|
Mark Polemeni, Attorney-in-Fact
|
CUSIP No. 25385H203
|
13G
|
Page
11
of 11 Pages
|
EXHIBIT INDEX
Exhibit Number
|
Exhibit Description
|
24.1
|
Power of Attorney (incorporated by reference to Power of Attorney filed as an attachment to Schedule 13G filed on January 18, 2013 by Citadel Advisors LLC with respect to securities of TiVo Inc. (File No. 005-57007))
|
99.1
|
Joint Filing Agreement
|
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