UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 3)*


INNOVATIVE FOOD HOLDINGS, INC.
(Name of Issuer)
 
COMMON STOCK
 
(Title of Class of Securities)

45772H202
(CUSIP Number)

DENVER J. SMITH
52 CARLSON DRIVE
MILFORD, CT 06460
(405) 830 - 3274
 
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
07/22/17
(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐

*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 disclosures provided in a prior cover page.

The information required on 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).
   

 

 
SCHEDULE 13D
 
CUSIP No.
45772H202
 
Page 2 of 11 Pages
 
1
 
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
 
Denver J. Smith
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
(a)
 
 
   
 
(b)
 
 
 
3
 
SEC USE ONLY
 
 
4
 
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
PF
 
5
 
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS  2(d) OR  2(e)
 
 
 
6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
United States Of America
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
7
 
SOLE VOTING POWER
 
772,679 shares
 
8
 
SHARED VOTING POWER
 
850,624 shares
 
9
 
SOLE DISPOSITIVE POWER
 
772,679 shares
 
10
 
SHARED DISPOSITIVE POWER
 
850,624 shares
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,623,303 shares
 
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE(SEE INSTRUCTIONS)
 
 
 
(SEE INSTRUCTIONS)
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.4%
 
14
 
TYPE OF REPORTING PERSON
 
IN
 
 

 
CUSIP No.
45772H202
 
Page 3 of 11 Pages
 
1
 
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
 
Donald E. Smith
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
(a)
 
 
   
 
(b)
 
 
 
3
 
SEC USE ONLY
 
 
4
 
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
PF
 
5
 
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS  2(d) OR  2(e)
 
 
 
6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
United States Of America
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
7
 
SOLE VOTING POWER
 
26,000
 
8
 
SHARED VOTING POWER
 
804,804 shares
 
9
 
SOLE DISPOSITIVE POWER
 
26,000
 
10
 
SHARED DISPOSITIVE POWER
 
804,804 shares
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
830,804 shares
 
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE(SEE INSTRUCTIONS)
 
 
 
(SEE INSTRUCTIONS)
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.8%
 
14
 
TYPE OF REPORTING PERSON
 
IN
 
 

 
CUSIP No.
45772H202
 
Page 4 of 11 Pages
 
1
 
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
 
Richard G. Hill
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
(a)
 
 
   
 
(b)
 
 
 
3
 
SEC USE ONLY
 
 
4
 
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
PF
 
5
 
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR  2(e)
 
 
 
6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
United States Of America
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
7
 
SOLE VOTING POWER
 
39,300 shares
 
8
 
SHARED VOTING POWER
 
45,820 shares
 
9
 
SOLE DISPOSITIVE POWER
 
39,300 shares
 
10
 
SHARED DISPOSITIVE POWER
 
45,820 shares
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
85,120 shares
 
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE(SEE INSTRUCTIONS)
 
 
 
(SEE INSTRUCTIONS)
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.3%
 
14
 
TYPE OF REPORTING PERSON
 
IN
 
 

 
CUSIP No.
45772H202
 
Page 5 of 11 Pages
 
1
 
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
 
Samuel N. Jurrens
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
(a)
 
 
   
 
(b)
 
 
 
3
 
SEC USE ONLY
 
 
4
 
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
PF
 
5
 
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR  2(e)
 
 
 
6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
United States Of America
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
7
 
SOLE VOTING POWER
 
59,545 shares
 
8
 
SHARED VOTING POWER
 
0 shares
 
9
 
SOLE DISPOSITIVE POWER
 
59,545 shares
 
10
 
SHARED DISPOSITIVE POWER
 
0 shares
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
59,545 shares
 
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE(SEE INSTRUCTIONS)
 
 
 
(SEE INSTRUCTIONS)
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.2%
 
14
 
TYPE OF REPORTING PERSON
 
IA, IN
 
 

 
CUSIP No.
45772H202
 
Page 6 of 11 Pages
 
1
 
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
 
73114 Investments, LLC
26-3607132
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
(a)
 
 
   
 
(b)
 
 
 
3
 
SEC USE ONLY
 
 
4
 
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
WC
 
5
 
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR  2(e)
 
 
 
6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
Oklahoma
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
7
 
SOLE VOTING POWER
 
744,804
 
8
 
SHARED VOTING POWER
 
0
 
9
 
SOLE DISPOSITIVE POWER
 
744,804
 
10
 
SHARED DISPOSITIVE POWER
 
0
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
744,804 shares
 
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE(SEE INSTRUCTIONS)
 
 
 
(SEE INSTRUCTIONS)
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.5%
 
14
 
TYPE OF REPORTING PERSON
 
CO
 

 
CUSIP No.
45772H202
 
Page 7 of 11 Pages
 
1
 
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
 
Youth Properties, LLC
27-2901108
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
(a)
 
 
   
 
(b)
 
 
 
3
 
SEC USE ONLY
 
 
4
 
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
WC
 
5
 
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR  2(e)
 
 
 
6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
Oklahoma
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
7
 
SOLE VOTING POWER
 
60,000 shares
 
8
 
SHARED VOTING POWER
 
0 shares
 
9
 
SOLE DISPOSITIVE POWER
 
60,000 shares
 
10
 
SHARED DISPOSITIVE POWER
 
0 shares
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
60,000 shares
 
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE(SEE INSTRUCTIONS)
 
 
 
(SEE INSTRUCTIONS)
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.2%
 
14
 
TYPE OF REPORTING PERSON
 
CO
 

 
CUSIP No.
45772H202
 
Page 8 of 11 Pages
 
1
 
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
 
Paratus Capital, LLC
46-0672795
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
(a)
 
 
   
 
(b)
 
 
 
3
 
SEC USE ONLY
 
 
4
 
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
WC
 
5
 
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR  2(e)
 
 
 
6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
Oklahoma
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
7
 
SOLE VOTING POWER
 
45,820 shares
 
8
 
SHARED VOTING POWER
 
0
 
9
 
SOLE DISPOSITIVE POWER
 
45,820 shares
 
10
 
SHARED DISPOSITIVE POWER
 
0 shares
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,820 shares
 
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE(SEE INSTRUCTIONS)
 
 
 
(SEE INSTRUCTIONS)
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.2%
 
14
 
TYPE OF REPORTING PERSON
 
PN
 
 

 
Page 9 of 11
 
EXPLANATORY NOTE

 
This Amendment No. 3 to Schedule 13D (“Amendment No. 3”) amends and supplements the prior statement on Schedule 13D (the “Schedule 13D”) as filed on May 4, 2017, and amended on July 19, 2017 (“Amendment No. 2”). This amendment is being filed by (i) Denver J. Smith, (ii) Donald E. Smith, (iii) Richard G. Hill, (iv) Samuel N. Jurrens, (v) 73114 Investments, LLC, (vi) Youth Properties, LLC, and (vii) Paratus Capital, LLC who are collectively referred to as the “Reporting Persons”, related to shares of common stock of Innovative Food Holdings, Inc., a Florida Corporation (the “Issuer”), whose principal executive offices are located at 26411 Race Track Rd, Bonita Springs, FL 34135. Each item below amends and supplements the information disclosed under the corresponding item of the Schedule 13D, and Amendment No. 2. Except as indicated herein, the information set forth in the Schedule 13D remains unchanged in all material respects. Unless otherwise indicated, all capitalized terms used herein but not defined shall have the same meanings as set forth in the Schedule 13D.
 
This Amendment No. 3 is being filed to attach a non-disclosure agreement between Denver Smith and the Issuer relating to exploratory discussions about potential changes in the composition of board of directors of the Issuer. This agreement was dually signed on July 22, 2017.

 
Item 1.
Security and Issuer.
 
There are no amendments to Item 1 of the Schedule 13D pursuant to this Amendment No. 3.
 
Item 2.
Identity and Background.
 
There are no amendments to Item 2 of the Schedule 13D pursuant to this Amendment No. 3.
 
Item 3.
Source and Amount of Funds or Other Consideration.
 
There are no amendments to Item 3 of the Schedule 13D pursuant to this Amendment No. 3.
 
Item 4.
Purpose of Transaction.
 
There are no amendments to Item 4 of the Schedule 13D pursuant to this Amendment No. 3.
 
Item 5.
Interest in Securities of the Issuer.
 
Item 5 of the Schedule 13D is hereby amended to read in its entirety as follows:
 
(a)
There are no amendments to part (a) of Item 5 of the Schedule 13D pursuant to this Amendment No. 3.
 
(b)
There are no amendments to part (b) of Item 5 of the Schedule 13D pursuant to this Amendment No. 3.
 
(c)
All transactions in shares of the issuer over the past 60 days were reported as an exhibit to the Amendment No. 2 filed July 19, 2017. No transactions have occurred since the Amendment No. 2 was filed.
 
(d)
Not applicable.
 
(e)
Not applicable.
 

 
Page 10 of 11
 
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
 
There are no amendments to Item 6 of the Schedule 13D pursuant to this Amendment No. 3.
 
Item 7.
Material to be Filed as Exhibits.
 
The following has been attached: Non-Disclosure Agreement entered into between Denver Smith and the Issuer.
 

 
Page 11 of 11
 
Signatures

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: July 25, 2017
/s/ Richard G. Hill 
 
 Richard G. Hill 
   
   
Dated: July 25, 2017
/s/ Samuel N. Jurrens
 
Samuel N. Jurrens
   
   
Dated: July 25, 2017
/s/ Donald E. Smith
 
Donald E. Smith
   
   
Dated: July 25, 2017
/s/ Denver J. Smith
 
Denver J. Smith
   
   
Dated: July 25, 2017
Paratus Capital, LLC
 
 
 
 
By: 
/s/ Denver J. Smith
 
Name:  Denver J. Smith
 
Title:    Chief Strategy Officer
   
   
Dated: July 25, 2017
73114 Investments, LLC
   
 
By:
/s/ Denver J. Smith
 
Name:  Denver J. Smith
  Title:    Chief Investment Officer
   
   
Dated: July 25, 2017
Youth Properties, LLC
   
By:
/s/ Donald E. Smith
  Name:  Donald E. Smith
  Title:    Chief Executive Officer