Form SC 13G - Statement of Beneficial Ownership by Certain Investors

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. ________)*

 

Dolphin Entertainment, Inc. (DLPN)

(Name of Issuer)

Common Stock

(Title of Class of Securities)

2568H209

(CUSIP Number)

Marc L. Luzzatto 310 261 8777 7718 Wood Hollow Drive, Suite G-1 Austin Tx 7873

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 14, 2022

(Date of Event which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

☐	Rule 13d-1(b)
☒	Rule 13d-1(c)
☐	Rule 13d-1(d)

 

^* 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).

 

 

 

 

CUSIP No. 2568H209

13G

Page 2 of 6 Pages

 

1.		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 82-4294685   NSL Ventures, LLC.
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware, USA

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER   0
		6.	SHARED VOTING POWER   2,031,491.40
		7.	SOLE DISPOSITIVE POWER   0
		8.	SHARED DISPOSITIVE POWER   2,031,491.40

9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   2,031,491.40
10.		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   (see instructions) ☐
11.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   9.14% as of today
12.		TYPE OF REPORTING PERSON (see instructions)   OO

 

 

CUSIP No. 2568H209

13G

Page 3 of 6 Pages

 

1.		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 46-5550148   NSL Media, Inc.
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware, USA

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER   0
		6.	SHARED VOTING POWER   2,031,491.40
		7.	SOLE DISPOSITIVE POWER   0
		8.	SHARED DISPOSITIVE POWER   2,031,491.40

9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   2,031,491.40
10.		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   (see instructions) ☐
11.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   9.14% as of today
12.		TYPE OF REPORTING PERSON (see instructions)   CO

 

 

CUSIP No. 2568H209

13G

Page 4 of 6 Pages

 

Item 1.

 

	(a)	Name of Issuer Dolphin Entertainment, INC. (DLPN)
	(b)	Address of Issuer’s Principal Executive Offices 1200 Alhambra Circle, Suite 1200, Miami FL 33134

 

Item 2.

 

	(a)	Name of Person Filing NSL Ventures, LLC and NSL Media, Inc.
	(b)	Address of the Principal Office or, if none, residence 7718 Wood Hollow Drive, Suite G-10 Austin, TX 78731
	(c)	Citizenship Delaware USA
	(d)	Title of Class of Securities Common Stock
	(e)	CUSIP Number 2568H209

 

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

	(a)	☐	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
	(b)	☐	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
	(c)	☐	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
	(d)	☐	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
	(e)	☐	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
	(f)	☐	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
	(g)	☐	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
	(h)	☐	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
	(i)	☐	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
	(j)	☐	Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

 

CUSIP No. 2568H209

13G

Page 5 of 6 Pages

 

Item 4. Ownership.

 

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

	(a)	Amount beneficially owned: 2,031,491.40
	(b)	Percent of class: 9.14% as of today’s date
	(c)	Number of shares as to which the person has: 0

 

		(i)	Sole power to vote or to direct the vote 0.
		(ii)	Shared power to vote or to direct the vote 2,031,491.40.
		(iii)	Sole power to dispose or to direct the disposition of 0.
		(iv)	Shared power to dispose or to direct the disposition of 2,031,491.40.

 

Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).

 

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 ☐.

 

Instruction. Dissolution of a group requires a response to this item.

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

 

Item 8. Identification and Classification of Members of the Group.

 

Item 9. Notice of Dissolution of Group.

 

Item 10. Certification.

 

	(a)	The following certification shall be included if the statement is filed pursuant to §240.13d-1(b):
		By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.
	(b)	The following certification shall be included if the statement is filed pursuant to §240.13d-1(c):
		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. 2568H209

13G

Page 6 of 6 Pages

 

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.

 

	9/18/2024
	Date
	/s/ Marc L. Luzzatto
	Signature
	Manager of NSL Ventures, LLC / Chairman NSL Media, Inc.
	Name/Title

 

 

---