UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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, 2020
(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 10
|
|
(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
149,327 (1)
|
|
OWNED
BY
EACH
REPORTING
|
(7)
|
Sole Dispositive Power
5,000
|
|
PERSON
WITH
|
(8)
|
Shared Dispositive Power
149,327 (1)
|
|
(9)
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
154,327
|
|
(10)
|
Check
if the Aggregate Amount in Row (9) Excludes Certain
Shares [ ]
(See
Instructions)
|
|
(11)
|
Percent
of Class Represented by Amount in Row (9)
7.4%
(2)
|
|
(12)
|
Type of
Reporting Person (See Instructions)
Individual
(IN)
|
(1)
Includes (i) 393 shares of Common Stock held
indirectly by Mr. Judd through his spouse; and (ii) 148,934 shares
of Common Stock held by Sudbury Capital Fund, LP. The
general partner of Sudbury Capital Fund, LP is Sudbury Capital GP,
LP, of which Sudbury Holdings, LLC is the general partner. The sole
member of Sudbury Holdings, LLC is Mr. Judd. Mr. Judd may therefore
be deemed to be the beneficial owner of the shares of Common Stock
held by Sudbury Capital Fund, LP pursuant to Section 13d-3 of the
Act.
(2)
Based on 2,087,791
shares of Common Stock outstanding as of October 31, 2020, as
reported in the Issuer’s Quarterly Report on Form 10-Q filed
November 10, 2020.
|
CUSIP
NO. 563771230
|
13G
|
Page
3 of 10
|
|
(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
148,934
|
|
OWNED
BY
EACH
REPORTING
|
(7)
|
Sole Dispositive Power
0
|
|
PERSON
WITH
|
(8)
|
Shared Dispositive Power
148,934
|
|
(9)
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
148,934
|
|
(10)
|
Check
if the Aggregate Amount in Row (9) Excludes Certain
Shares [ ]
(See
Instructions)
|
|
(11)
|
Percent
of Class Represented by Amount in Row (9)
7.1%
(1)
|
|
(12)
|
Type of
Reporting Person (See Instructions)
Partnership
(PN)
|
(1)
Based on 2,087,791
shares of Common Stock outstanding as of October 31, 2020, as
reported in the Issuer’s Quarterly Report on Form 10-Q filed
November 10, 2020.
|
CUSIP
NO. 563771230
|
13G
|
Page
4 of 10
|
|
(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
Texas
|
|
|
(5)
|
Sole Voting Power
0
|
|
NUMBER
OF
SHARES
BENEFICIALLY
|
(6)
|
Shared Voting Power
148,934 (1)
|
|
OWNED
BY
EACH
REPORTING
|
(7)
|
Sole Dispositive Power
0
|
|
PERSON
WITH
|
(8)
|
Shared Dispositive Power
148,934 (1)
|
|
(9)
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
148,934
|
|
(10)
|
Check
if the Aggregate Amount in Row (9) Excludes Certain
Shares [ ]
(See
Instructions)
|
|
(11)
|
Percent
of Class Represented by Amount in Row (9)
7.1%
(2)
|
|
(12)
|
Type of
Reporting Person (See Instructions)
Parent Holding Company/Control Person (HC)
|
(1)
Includes 148,934 shares of Common Stock held by
Sudbury Capital Fund, LP. Because Sudbury Holdings, LLC is
the indirect general partner of Sudbury Capital Fund, LP, Sudbury
Holdings, LLC may, pursuant to Section 13d-3 of the Act, be deemed
to be the beneficial owner of the shares of Common Stock held by
Sudbury Holdings, LLC.
(2)
Based on 2,087,791
shares of Common Stock outstanding as of October 31, 2020, as
reported in the Issuer’s Quarterly Report on Form 10-Q filed
November 10, 2020.
|
CUSIP
NO. 563771230
|
13G
|
Page
5 of 10
|
|
(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
Texas
|
|
|
(5)
|
Sole Voting Power
0
|
|
NUMBER
OF
SHARES
BENEFICIALLY
|
(6)
|
Shared Voting Power
148,934 (1)
|
|
OWNED
BY
EACH
REPORTING
|
(7)
|
Sole Dispositive Power
0
|
|
PERSON
WITH
|
(8)
|
Shared Dispositive Power
148,934 (1)
|
|
(9)
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
148,934
|
|
(10)
|
Check
if the Aggregate Amount in Row (9) Excludes Certain
Shares [ ]
(See
Instructions)
|
|
(11)
|
Percent
of Class Represented by Amount in Row (9)
7.1% (2
)
|
|
(12)
|
Type of
Reporting Person (See Instructions)
Partnership
(PN)
|
(1)
Includes 148,934 shares of Common Stock held by
Sudbury Capital Fund, LP. Because Sudbury Capital GP, LP is
the general partner of Sudbury Capital Fund, LP, Sudbury Capital
GP, LP may, pursuant to Section 13d-3 of the Act, be deemed to be
the beneficial owner of the shares of Common Stock held by Sudbury
Capital Fund, LP.
(2)
Based on 2,087,791
shares of Common Stock outstanding as of October 31, 2020, as
reported in the Issuer’s Quarterly Report on Form 10-Q filed
November 10, 2020.
|
CUSIP
NO. 563771230
|
13G
|
Page
6 of 10
|
|
(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
Texas
|
|
|
(5)
|
Sole Voting Power
0
|
|
NUMBER
OF
SHARES
BENEFICIALLY
|
(6)
|
Shared Voting Power
148,934 (1)
|
|
OWNED
BY
EACH
REPORTING
|
(7)
|
Sole Dispositive Power
0
|
|
PERSON
WITH
|
(8)
|
Shared Dispositive Power
148,934 (1)
|
|
(9)
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
148,934
|
|
(10)
|
Check
if the Aggregate Amount in Row (9) Excludes Certain
Shares [ ]
(See
Instructions)
|
|
(11)
|
Percent
of Class Represented by Amount in Row (9)
7.1%
(2)
|
|
(12)
|
Type of
Reporting Person (See Instructions)
Investment
Advisor (IA)
|
(1)
Includes 148,934 shares of Common Stock held by
Sudbury Capital Fund, LP. Because Sudbury Capital
Management, LLC is the Investment Adviser of Sudbury Capital Fund,
LP, Sudbury Capital Management, LLC, may, pursuant to Section 13d-3
of the Act, be deemed to be the beneficial owner of the shares of
Common Stock held by Sudbury Capital Fund, LP.
(2)
Based on 2,087,791
shares of Common Stock outstanding as of October 31, 2020, as
reported in the Issuer’s Quarterly Report on Form 10-Q filed
November 10, 2020.
|
Item 1.
|
(a)
|
Name of Issuer
|
|
|
|
The
name of the issuer is Mannatech, Incorporated (herein referred to
as “Issuer”).
|
|
|
(b)
|
Address of Issuers Principal Executive Offices
|
|
|
|
The
principal executive offices of the Issuer are located at 1410
Lakeside Parkway, Suite 200, Flower Mound, Texas
75028.
|
|
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 Texas limited liability company; Sudbury Capital
Management, LLC, a Texas limited liability company; Sudbury Capital
GP, LP, a Texas 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.
|
|
|
|
(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.
|
|
|
|
(c) Citizenship
|
|
|
|
Mr.
Judd is a citizen of the United States of America.
|
|
|
|
(d) Title of Class of Securities
|
|
|
|
The
Schedule 13G statement relates to common stock, par value $0.0001 per share, of the Issuer
(the “Common
Stock”).
|
|
|
|
(e) CUSIP Number
|
|
|
|
The
CUSIP number for the Common Stock is 563771203.
|
|
|
|
|
|
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
Dayton Judd:
Mr. Judd is the sole member of Sudbury Holdings, LLC.
Sudbury Holdings, LLC is the general partner of Sudbury Capital GP,
LP, which is the general partner of Sudbury Capital Fund, LP.
Sudbury Capital Fund, LP is the beneficial owner of 148,934 shares
of Common Stock reported on this Amendment No. 2 to Schedule 13G.
Mr. Judd may therefore be deemed to be the beneficial owner of the
shares of Common Stock held by Sudbury Capital Fund, LP pursuant to
Section 13d-3 of the Act. In addition, Mr. Judd and his spouse
hold 5,393 shares of Common Stock directly through individual
retirement accounts.
|
(a)
|
Amount
beneficially owned:
|
154,327
|
|
|
(b)
|
Percent
of class:
|
7.4%
|
|
|
(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:
|
149,327
|
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of:
|
5,000
|
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of:
|
149,327
|
Sudbury Capital Fund, LP:
|
(a)
|
Amount
beneficially owned:
|
148,934
|
|
|
(b)
|
Percent
of class:
|
7.1%
|
|
|
(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:
|
148,934
|
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of:
|
0
|
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of:
|
148,934
|
Sudbury Holdings, LLC:
Because
Sudbury Holdings, LLC is the indirect general partner of Sudbury
Capital Fund, LP, Sudbury Holdings, LLC may, pursuant to Section
13d-3 of the Act, be deemed to be the beneficial owner of the
shares of Common Stock held by Sudbury Capital Fund,
LP.
|
(a)
|
Amount
beneficially owned:
|
148,934
|
|
|
(b)
|
Percent
of class:
|
7.1%
|
|
|
(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:
|
148,934
|
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of:
|
0
|
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of:
|
148,934
|
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 Section 13d-3 of
the Act, be deemed to be the beneficial owner of the shares of
Common Stock held by Sudbury Capital Fund, LP.
|
(a)
|
Amount
beneficially owned:
|
148,934
|
|
|
(b)
|
Percent
of class:
|
7.1%
|
|
|
(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:
|
148,934
|
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of:
|
0
|
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of:
|
148,934
|
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 Section 13d-3 of the Act, be deemed to be the
beneficial owner of the shares of Common Stock held by Sudbury
Capital Fund, LP.
|
(a)
|
Amount
beneficially owned:
|
148,934
|
|
|
(b)
|
Percent
of class:
|
7.1%
|
|
|
(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:
|
148,934
|
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of:
|
0
|
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of:
|
148,934
|
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,
2021
|
By:
|
/s/ Dayton
Judd
Name: Dayton
Judd
|
|
Date: January 27, 2021
|
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, 2021
|
Sudbury Holdings, LLC
|
|
|
|
By:
|
/s/
Dayton Judd
|
|
|
Name: Dayton Judd
|
|
|
|
Title: Sole Member
|
|
|
Date: January 27, 2021
|
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, 2021
|
Sudbury Capital Management, LLC
|
|
|
|
By:
|
/s/
Dayton Judd
|
|
|
Name: Dayton Judd
|
|
|
|
Title: Managing Member
|
|