UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): ~~April~~September 2426, 2017

DNIB UNWIND, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-36072

56-2596148

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

c/o Development Specialists, Inc.

333 South Grand Avenue, Suite 4070

Los Angeles, California 90071

(Address of principal executive offices) (Zip Code)

(213) 617-2717

(Registrant’s telephone number, include area code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01.

Regulation FD.

On ~~or about February~~September 625, 2017, the ~~trustee~~DNIB Liquidation Trust (the “~~Trustee~~Trust”) of ~~the~~filed ~~DNIB~~a ~~Liquidating~~notice ~~Trust~~of distribution (the “~~Trust~~Notice”) ~~sent~~with athe ~~notice~~United toStates Bankruptcy Court for the ~~former~~District ~~shareholders~~of Delaware. The Notice provides that the trustee of the Trust (the “~~shareholders~~Trustee”) intends to make the second cash distribution to certain former shareholders of DNIB Unwind, Inc. (the “Company”) ~~requesting~~in ~~that~~an ~~the~~aggregate ~~shareholders~~amount ~~complete~~of ~~and~~approximately ~~return a Form W-~~$8.0 million on or ~~Form~~about ~~W-9~~October 10, 2017 (the “~~Tax Forms~~Distribution”). asThe ashareholders ~~condition~~entitled to receive ~~receiving~~their ~~future~~pro ~~cash~~rata ~~distributions~~share ~~under~~of the Distribution are those shareholders that held the Company’s ~~plan~~shares as of ~~liquidation~~August 30, 2016 and timely submitted previously requested tax information (the “~~Plan~~Tax Forms”). ~~The Plan provides that~~and, if applicable, a ~~shareholder~~broker certification ~~fails~~form to(the ~~complete~~“Certification ~~and~~Form”), ~~return~~in ~~the~~valid ~~Tax~~form, ~~Forms~~to ~~before~~Prime ~~180~~Clerk ~~days~~LLC. ~~after~~Shareholders ~~such~~that did not submit a ~~request~~valid isTax ~~made~~Form byand, ~~the~~if ~~Trustee~~applicable, ~~that~~a ~~shareholder~~valid ~~forfeits~~Certification Form timely are not entitled to share in the Distribution or in any future distributions under the Company’s chapter 11 plan of liquidation (the “Plan”).

~~Because~~On ~~the~~September 25, ~~vast~~2017, ~~majority of~~ the Trust ~~shares~~filed ofa ~~the~~Second ~~Company’s~~Status ~~stock~~Report ~~were~~Regarding ~~held~~Distributions byto ~~brokers~~Holders orOf ~~nominees~~DNIB ~~(in~~Stock ~~“street~~Pursuant ~~name”)~~to ~~as of August 30, 2016,~~ the ~~record~~Debtors’ ~~date~~Plan ~~for~~of ~~making~~Liquidation ~~distributions under the Plan~~ (the “~~Distribution~~Status ~~Record Date~~Report”), ~~the~~requesting ~~Trustee requested~~ that ~~the~~any ~~Depository~~shareholder ~~Trust~~of the Company ~~(“DTC”)~~as ~~send~~of aAugust 30, ~~notice~~2016 towho ~~all brokers and nominees requesting~~has ~~that~~not ~~each~~submitted ~~shareholder~~a ~~complete~~valid ~~the applicable~~ Tax Form and, ~~that~~if ~~each~~applicable, ~~broker or nominee complete~~ a ~~certification~~valid ~~form (the “~~Certification Form~~”). Once completed~~, ~~the~~submit ~~Tax Form and~~ the ~~Certification~~following ~~Form were~~ to ~~be sent to the Trust’s claims agent,~~ Prime Clerk. ~~The~~LLC ~~Certification~~as ~~Form~~soon ~~requires~~as ~~that~~possible ~~each broker or nominee provide certain identifying information~~ to ~~the~~avoid ~~Trust~~potential ~~regarding~~adverse ~~the~~tax ~~broker~~consequences: or nominee and the beneficial holder, including (1) the DTC participant name, number, contact name, authorized signature, contact number, and email address; (2) the beneficial holder’s name and account number; and (3) the number of shares of Company common stock (CUSIP 05548N 107) that were held by the broker or nominee for the indicated account as of the Distribution Record Date.

In• ~~the~~A ~~event~~completed ~~that~~Form ~~less~~W-8 than all shareholders complete the required Tax Forms (and thus less than all of the Company’s shareholders are entitled to future distributions under the Plan), DTC has confirmed to the Trustee that it will not agree to make any future distributions to the Company’s shareholders. As a result, any future distributions would have to be made by the Trust or ~~its agent. Without the information in the Certification~~ Form ~~confirming~~W-9, ~~the identity of each shareholder holding in street name and the number of shares of the Company’s stock that it held~~ as ~~of the Distribution Record Date, the Trust will not be able to make further distributions to those shareholders who do not return the~~ applicable ~~Tax~~(found ~~Form~~at ~~and the Certification Form timely~~www.irs.gov); and

~~Therefore,~~• inFor ~~order~~shareholders tothat ~~receive~~held ~~any~~their ~~additional~~Company ~~distributions~~shares ~~pursuant~~through toa ~~the~~broker ~~Plan,~~or ~~shareholders~~nominee ~~must~~only, bya ~~August 7,~~completed ~~2017~~Certification ~~(for~~Form ~~shareholders that~~to ~~held~~be ~~the~~completed ~~Company’s~~by ~~shares~~the inbroker ~~street~~or ~~name~~nominee. asThe form of the ~~Distribution~~Certification ~~Record~~Form ~~Date)~~is ~~and~~attached byas ~~August 8,~~Exhibit ~~2017~~A ~~(for~~to ~~shareholders~~the ~~that~~Status ~~held~~Report, ~~the~~which ~~Company’s~~is ~~shares~~attached ~~directly~~ as ofExhibit ~~the~~99.2 ~~Distribution~~to ~~Record~~this ~~Date):~~Form 8-K.

•The completed ~~Coordinate~~Tax ~~completion~~Forms ofand Certification Forms should be mailed to Prime Clerk LLC, Attn: BIND Distribution Form Processing, 830 3rd Avenue, 3rd Floor, New York, NY 10022. As stated above, shareholders who have not already submitted a valid Tax Form and, if applicable, a valid Certification Form ~~with~~timely ~~their~~are ~~broker~~not entitled to share in the Distribution or ~~nominee~~in ~~(for~~any ~~street~~future ~~name~~distributions ~~holders~~under ~~only);~~the Plan.

• Complete a Form W-8 or Form W-9, as applicable; and

• Send the completed Form W-8 or Form W-9 and, if applicable, the completed Certification Form, to Prime Clerk LLC, Attn: BIND Distribution Form Processing, 830 3rd Avenue, 3rd Floor, New York, NY 10022.

As provided in the Plan, if any shareholder does not timely complete and return the applicable Tax Form and, if applicable, the Certification Form, to Prime Clerk LLC at the above address, any further distributions payable to such shareholder will irrevocably revert to the Company (and its debtor subsidiary) (the “Debtors”) or the Trust, and any claim in respect of such distributions will be disallowed and forever barred from assertion against the Debtors or the Trust.

A status report filed with the Bankruptcy Court on April 18, 2017 relating to the foregoing is attached hereto as Exhibit 99.1.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits:

99.1 Status Report Regarding Distributions to Holders Of DNIB Stock Pursuant to the Debtors’ Plan of Liquidation, filed April 18, 2017


99.1		Notice of Distribution, filed September 25, 2017

99.2		Second Status Report Regarding Distributions to Holders Of DNIB Stock Pursuant to the Debtors’ Plan of Liquidation, filed September 25, 2017

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

INDEX TO EXHIBITS

99.1 Status Report Regarding Distributions to Holders Of DNIB Stock Pursuant to the Debtors’ Plan of Liquidation, filed April 18, 2017

DNIB UNWIND, INC.

Date: April 24, 2017

/s/ Geoffrey L. Berman

Date: September 26, 2017

/s/ Geoffrey L. Berman

Geoffrey L. Berman

Chief Restructuring Officer

Filing Compare · DNIB UNWIND, INC.