UNITED
STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE 13G
Under
the Securities Exchange Act of 1934
(Amendment No.
1)*
Mannatech, Incorporated
(Name of
Issuer)
Common Stock
(Title of Class of
Securities)
563771203
(CUSIP
Number)
Dayton
Judd
Sudbury Capital
Fund, LP
136 Oak
Trail
Coppell, TX
75019
972-304-5000
(Name, Address and
Telephone Number of Person Authorized to Receive Notices and
Communications)
December 31, 2019
(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)
[X]
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.
563771230
|
13G
|
Page 2
of
|
|
(1)
|
Names of Reporting Persons/ I.R.S.
Identification Nos. of Above Persons (Entities
Only)
Sudbury Capital Fund,
LP
|
||||
|
(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
|
||||
|
|
(5)
|
Sole Voting
Power
0
|
|
NUMBER
OF
SHARES
BENEFICIALLY
|
(6)
|
Shared Voting
Power
130,274
|
|
OWNED
BY EACH
REPORTING
|
(7)
|
Sole Dispositive
Power
0
|
|
PERSON
WITH
|
(8)
|
Shared Dispositive
Power
130,274
|
|
(9)
|
Aggregate Amount Beneficially Owned
by Each Reporting Person
130,274
|
||||
|
(10)
|
Check if the Aggregate Amount in
Row (9) Excludes Certain Shares
[ ]
(See
Instructions)
|
||||
|
(11)
|
Percent of Class Represented by
Amount in Row (9)
5.5%
|
||||
|
(12)
|
Type of Reporting Person (See
Instructions)
Partnership
(PN)
|
||||
|
CUSIP NO.
563771230
|
13G
|
Page 2
of
|
|
(1)
|
Names of Reporting Persons/ I.R.S.
Identification Nos. of Above Persons (Entities
Only)
Sudbury Holdings,
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
|
||||
|
|
(5)
|
Sole Voting
Power
0
|
|
NUMBER
OF SHARES
BENEFICIALLY
|
(6)
|
Shared Voting
Power
130,274
|
|
OWNED
BY EACH
REPORTING
|
(7)
|
Sole Dispositive
Power
0
|
|
PERSON
WITH
|
(8)
|
Shared Dispositive
Power
130,274
|
|
(9)
|
Aggregate Amount Beneficially Owned
by Each Reporting Person
130,274
|
||||
|
(10)
|
Check if the Aggregate Amount in
Row (9) Excludes Certain Shares
[ ]
(See
Instructions)
|
||||
|
(11)
|
Percent of Class Represented by
Amount in Row (9)
5.5%
|
||||
|
(12)
|
Type of Reporting Person (See
Instructions)
Parent Holding Company/Control
Person (HC)
|
||||
|
CUSIP NO.
563771230
|
13G
|
Page 2
of
|
|
(1)
|
Names of Reporting Persons/ I.R.S.
Identification Nos. of Above Persons (Entities
Only)
Sudbury Capital Fund GP,
LP
|
||||
|
(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
|
||||
|
|
(5)
|
Sole Voting
Power
0
|
|
NUMBER
OF SHARES
BENEFICIALLY
|
(6)
|
Shared Voting
Power
130,274
|
|
OWNED
BY EACH
REPORTING
|
(7)
|
Sole Dispositive
Power
0
|
|
PERSON
WITH
|
(8)
|
Shared Dispositive
Power
130,274
|
|
(9)
|
Aggregate Amount Beneficially Owned
by Each Reporting Person
130,274
|
||||
|
(10)
|
Check if the Aggregate Amount in
Row (9) Excludes Certain Shares
[ ]
(See
Instructions)
|
||||
|
(11)
|
Percent of Class Represented by
Amount in Row (9)
5.5%
|
||||
|
(12)
|
Type of Reporting Person (See
Instructions)
Partnership
(PN)
|
||||
|
CUSIP NO.
563771230
|
13G
|
Page 2
of
|
|
(1)
|
Names of Reporting Persons/ I.R.S.
Identification Nos. of Above Persons (Entities
Only)
Sudbury Capital Management,
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
|
||||
|
|
(5)
|
Sole Voting
Power
0
|
|
NUMBER
OF SHARES
BENEFICIALLY
|
(6)
|
Shared Voting
Power
130,274
|
|
OWNED
BY EACH
REPORTING
|
(7)
|
Sole Dispositive
Power
0
|
|
PERSON
WITH
|
(8)
|
Shared Dispositive
Power
130,274
|
|
(9)
|
Aggregate Amount Beneficially Owned
by Each Reporting Person
130,274
|
||||
|
(10)
|
Check if the Aggregate Amount in
Row (9) Excludes Certain Shares
[ ]
(See
Instructions)
|
||||
|
(11)
|
Percent of Class Represented by
Amount in Row (9)
5.5%
|
||||
|
(12)
|
Type of Reporting Person (See
Instructions)
Investment Advisor
(IA)
|
||||
|
CUSIP NO.
563771230
|
13G
|
Page 2
of
|
|
(1)
|
Names of Reporting Persons/ I.R.S.
Identification Nos. of Above Persons (Entities
Only)
Dayton Judd
|
||||
|
(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
USA
|
||||
|
|
(5)
|
Sole Voting
Power
5,000
|
|
NUMBER
OF SHARES
BENEFICIALLY
|
(6)
|
Shared Voting
Power
130,274
|
|
OWNED
BY EACH
REPORTING
|
(7)
|
Sole Dispositive
Power
5,000
|
|
PERSON
WITH
|
(8)
|
Shared Dispositive
Power
130,274
|
|
(9)
|
Aggregate Amount Beneficially Owned
by Each Reporting Person
135,274
|
||||
|
(10)
|
Check if the Aggregate Amount in
Row (9) Excludes Certain Shares
[ ]
(See
Instructions)
|
||||
|
(11)
|
Percent of Class Represented by
Amount in Row (9)
5.7%
|
||||
|
(12)
|
Type of Reporting Person (See
Instructions)
Individual
(IN)
|
||||
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Item 1.
|
(a)
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Name of Issuer
|
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|
The name of the issuer is
Mannatech, Incorporated (herein referred to as
Issuer).
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(b)
|
Address of Issuers Principal Executive
Offices
|
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The principal executive offices of
the Issuer are located at 1410 Lakeside Parkway, Suite 200, Flower
Mound, Texas 75028.
|
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Item
2.
|
(a)
|
Name of Person
Filing
|
|
Pursuant to Regulation 13D-G of the
General Rules and Regulations under the Securities Exchange Act of
1934, as amended (the Act), the undersigned hereby files this
Schedule 13G Statement on behalf of Sudbury Capital Fund, LP, a
Delaware limited partnership; Sudbury Holdings, LLC, a Delaware
limited liability company; Sudbury Capital Management, LLC, a
Delaware limited liability company; Sudbury Capital GP, LP, a
Delaware limited partnership, and Dayton Judd, the Reporting
Persons. The Reporting Persons are filing this statement jointly.
Neither the fact of this filing nor anything contained herein shall
be deemed to be an admission by any of the Reporting Persons that
they constitute a group.
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||
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(b) Address of the Principal Office or, if
none, residence
|
|
|
|
The address of the
business office of Sudbury Capital Fund, LP, Sudbury Holdings, LLC,
Sudbury Capital Management, LLC, Sudbury Capital GP, LP and Dayton
Judd is 136 Oak Trail, Coppell, TX
75019.
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(c) Citizenship
|
|
|
|
Mr. Judd is a
citizen of the United States of America.
|
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(d) Title of Class of
Securities
|
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The schedule 13G
statement relates to Common stock of the Issuer (the
Stock).
|
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|
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(e) CUSIP Number
|
|
|
|
The CUSIP number
for the Stock is 563771203.
|
|
|
|
|
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Item 3.
|
|
Filing pursuant to
240.13d-1(c)
|
|
|
|
This
Schedule 13G statement is not being filed pursuant to Rule
13d-1(b), Rule 13d-1(d), Rule 13d-2(b) or Rule
13d-2(d).
|
Item 4. Ownership
Sudbury Capital Fund,
LP:
|
(a)
|
Amount
beneficially owned:
|
130,274
|
|
|
(b)
|
Percent
of class:
|
5.5%
|
|
|
(c)
|
Number
of shares to which the person has:
|
|
|
|
|
(i)
|
Sole
power to vote or to direct the votes:
|
0
|
|
|
(ii)
|
Shared
power to vote or to direct the vote:
|
130,274
|
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of:
|
0
|
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of:
|
130,274
|
Sudbury Holdings,
LLC:
Because Sudbury
Holdings, LLC is the Parent Company of Sudbury Capital Fund, LP,
Sudbury Holdings, LLC may, pursuant to 13d-3 of the Act, be deemed
to be the beneficial owner of the Stock held by Sudbury Capital
Fund, LP.
|
(a)
|
Amount
beneficially owned:
|
130,274
|
|
|
(b)
|
Percent
of class:
|
5.5%
|
|
|
(c)
|
Number
of shares to which the person has:
|
|
|
|
|
(i)
|
Sole
power to vote or to direct the votes:
|
0
|
|
|
(ii)
|
Shared
power to vote or to direct the vote:
|
130,274
|
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of:
|
0
|
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of:
|
130,274
|
Sudbury Capital GP,
LP:
Because Sudbury
Capital GP, LP is the general partner of Sudbury Capital Fund, LP,
Sudbury Capital GP, LP may, pursuant to 13d-3 of the Act, be deemed
to be the beneficial owner of the Stock held by Sudbury Capital
Fund, LP.
|
(a)
|
Amount
beneficially owned:
|
130,274
|
|
|
(b)
|
Percent
of class:
|
5.5%
|
|
|
(c)
|
Number
of shares to which the person has:
|
|
|
|
|
(i)
|
Sole
power to vote or to direct the votes:
|
0
|
|
|
(ii)
|
Shared
power to vote or to direct the vote:
|
130,274
|
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of:
|
0
|
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of:
|
130,274
|
Sudbury Capital Management,
LLC:
Because Sudbury
Capital Management, LLC is the Investment Adviser of Sudbury
Capital Fund, LP, Sudbury Capital Management, LLC, may, pursuant to
13d-3 of the Act, be deemed to be the beneficial owner of the Stock
held by Sudbury Capital Fund, LP.
|
(a)
|
Amount
beneficially owned:
|
130,274
|
|
|
(b)
|
Percent
of class:
|
5.5%
|
|
|
(c)
|
Number
of shares to which the person has:
|
|
|
|
|
(i)
|
Sole
power to vote or to direct the votes:
|
0
|
|
|
(ii)
|
Shared
power to vote or to direct the vote:
|
130,274
|
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of:
|
0
|
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of:
|
130,274
|
Dayton Judd:
Because Mr. Judd is
a member of Sudbury Holdings, LLC and Sudbury Capital Management,
LLC and a limited partner of Sudbury Capital GP, LP, Mr. Judd may,
pursuant to 13d-3 of the Act, be deemed to be the beneficial owner
of the Stock held by Sudbury Capital Fund, LP. In addition Mr. Judd
and his spouse hold 5,000 shares of the Stock directly through an
Individual Retirement Account.
|
(a)
|
Amount
beneficially owned:
|
135,274
|
|
|
(b)
|
Percent
of class:
|
5.7%
|
|
|
(c)
|
Number
of shares to which the person has:
|
|
|
|
|
(i)
|
Sole
power to vote or to direct the votes:
|
5,000
|
|
|
(ii)
|
Shared
power to vote or to direct the vote:
|
130,274
|
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of:
|
5,000
|
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of:
|
130,274
|
Item 5. Ownership of Five Percent or Less of a
Class.
Not
Applicable
Item 6. Ownership of More than Five Percent on
Behalf of another Person.
Not
Applicable
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
Item 10. Certification
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.
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.
|
Date: January 27, 2020
|
By:
|
/s/
Dayton Judd
Name: Dayton Judd
|
|
Date: January 27, 2020
|
Sudbury
Capital Fund, LP
|
||||
|
|
By:
|
/s/
Dayton Judd
|
|||
|
|
Name: Dayton Judd
|
||||
|
|
Title: Member of the General Partner of the General Partner of
Sudbury Capital Fund, LP
|
||||
|
Date: January 27,
2020
|
Sudbury
Holdings, LLC
|
||||
|
|
By:
|
/s/
Dayton Judd
|
|||
|
|
Name: Dayton Judd
|
||||
|
|
Title: Sole Member
|
||||
|
Date: January 27,
2020
|
Sudbury
Capital GP, LP
|
||||
|
|
By:
|
/s/
Dayton Judd
|
|||
|
|
Name: Dayton Judd
|
||||
|
|
Title: Member of the General Partner of Sudbury Capital GP,
LP
|
||||
|
Date: January 27,
2020
|
Sudbury
Capital Management, LLC
|
||||
|
|
By:
|
/s/
Dayton Judd
|
|||
|
|
Name: Dayton Judd
|
||||
|
|
Title: Managing Member
|
||||