Some Forms 3 & 4, MintBroker, and how three microcap stocks moved 200%+ in days

Check out MintBroker International Ltd’s SEC filings on EDGAR. There was nothing filed prior to June 29th, 2018. The only SEC forms filed so far are forms 3 and 4.

The SEC describes the use of these forms (emphasis mine):

Corporate insiders – meaning a company’s officers and directors, and any beneficial owners of more than ten percent of a class of the company’s equity securities registered under Section 12 of the Securities Exchange Act of 1934 – must file with the SEC a statement of ownership regarding those securities.

New Concept Energy (GBR)

First I want to look at New Concept Energy (GBR). As of its most recent SEC Form 10-Q/A, GBR showed 2,131,935 shares outstanding as of May 11, 2018.

Here is a more zoomed-in view showing each date:

The stock first spiked on June 28th, gapping up big on no apparent news (a form SC-13D had been filed after the previous day’s close by Realty Advisors, Inc but that disclosed no new information — all the info in it was available in the June 21st, 2018 8-k filed by GBR). The stock then closed at $1.7201, well below the open price of $3.02. On July 29th GBR gapped down a tiny bit to $1.69 before spiking big and closing at $4.22. At 6:39 pm (all times Eastern) MintBroker filed an SEC Form 3 showing direct ownership of 1,073,713 shares with the “date of event requiring statement” being 06/29/2018.

The following trading day, July 2nd, GBR opened at $5.90 and hit a high of $12.75 before closing at $8.90. On July 3rd the stock gapped up again, opening at $12.00 and then dropping to close at $4.11. A form 4 filed by MintBroker at 11:14am on July 3rd revealed that the company had sold 114,576 shares on July 2nd at an average price of $11.32 and still owned 959,137 shares.

The following day the market was closed for the July 4th Independence Day holiday. On July 5th, GBR gapped up, opening at $5.03 and closing at $4.95. At 11:51am on July 5th MintBroker filed another form 4 showing that it had sold 959,137 shares on July 3rd at an average price of $8.682 and no longer owned any shares.

It is easy to guess at MintBroker’s profits with this information. I added up the total sales of stock to get $9,624,227.75 ($8.9635 per share). If we assume it paid an average of $4.22 (the close on July 29th), which is almost certainly higher than the price it actually paid, then it paid $4,531,068.86 for those shares and profited $5,093,159. Of course there is lots of information I don’t have so this is just an educated guess.

MER Telemanagement Solutions ltd (MTSL)

As of it most recent Form 20-F from December 31, 2017, MER Telemanagement Solutions (MTSL) reported 3,120,684 shares outstanding. Below is the daily candlestick chart of MTSL:

On July 10th, 2018 MTSL spiked from an open of $1.10 to close at $2.73. The next day it gapped up to $4.00 and closed at $2.19. The following day, July 12th at 1:56pm, MintBroker filed a form 4 showing that it had acquired 147,716 shares at an average price of $4.6189 on 7/11/2018 and had sold 446,911 shares at an average price of $3.603 on the same day. MintBroker has not filed any other SEC forms on MTSL.

Obviously the number of shares on that form 4 don’t match and it wasn’t a form 3 indicating that it wasn’t the first acquisition of MTSL shares by MintBroker. My opinion given that information is that MintBroker likely bought the other 299,195 shares on July 10th. Assuming that those shares were purchased at an average of $2.73 (the closing price on July 10th), the average purchase price of the total 446,911 shares would be $3.3543. That gives me an estimate of ‘only’ $111,146 in profits.

Avalon Holdings (AWX)

Avalon Holdings is the most recent stock for which MintBroker has filed a Form 3 or Form 4. As of May 4th (per the company’s May 10th Form 10-Q) Avalon Holdings reported 3,191,100 shares outstanding. Below is the daily candlestick chart of AWX:

Starting on July 24th, AWX started spiking on no news. It traded thrice the shares outstanding on each of the following two days. On July 27th, 2018 at 5:47pm MintBroker filed an SEC Form 3 showing direct ownership of 1,922,095 shares with the “date of event requiring statement” being 7/27/2018.

In premarket trading AWX hit a high of $36.00 but since 8:30am has dropped a lot and as I write this the stock is at $7.80. I eagerly await a future MintBroker Form 4 on AWX.

Final Results: AWX

This section was added on August 2nd after MintBroker filed the expected Forms 4 showing that they sold all of their shares. Following are the dates/details of the Forms 4.

7/30/2018 4:58pm Form 4 —  192,340 shares sold at $15.5054 (incorrectly showed “A” in box 4 which would mean ‘acquired’).
7/31/2018 1:34pm Form 4 — 719,885 shares sold at an average price of $8.175
8/1/2018 11:19am Form 4 — 799,720 shares sold at average price of $4.1506
8/1/2018 11:42am Form 4 — 202,642 shares sold at average price of $3.911 (zero shares held after this)
8/1/2018 1:41pm Form 4/A — correcting 7/30 form 4 to show 192,340 shares sold at $15.504 on 7/27

This adds up to an average sale price of $6.779 on 1,914,587 shares. Note that this does not quite add up to the number of shares shown in the form 3 (1,922,095) — in fact it is 7,508 shares less. But that is not important compared to the total number of shares traded by MintBroker so I will ignore the difference.

If I were to use the same very conservative estimate I used on GBR and MTSL to guess the purchase price of all those AWX shares I would use the closing price on 7/27, which was $10.25. This would have resulted in a MintBroker loss of $6.65 million dollars. However, most of the spike on AWX on 7/27 came at the end of the day and for most of the day it traded under $7.00. In fact, as of the close on 7/27 the volume-weighted average price (VWAP) of AWX was only $7.282 (see intraday chart with VWAP). If that is the price that MintBroker paid then it only lost $963,037 on the trade. Obviously if Mintbroker bought below the vwap or had acquired some portion of the shares on a prior day at a lower price it is still possible that they made money on the trade — there is no way for us to know just by looking at their filings.

Who/What is MintBroker?

MintBroker International, Ltd has its address listed as

ELIZABETH AVE. & BAY STREET
NASSAU C5 N-8340

in its SEC filings. This is the same address given by Suretrader for “Swiss America Securities Ltd” the company that runs it. It appears that MintBroker International Ltd is the successor to Swiss America Securities or the parent company of it because the Suretrader website shows the copyright as “Copyright 2008 – 2018 MintBroker International, Ltd”

To remove any doubt, MintBroker is owned by Guy Gentile, as he describes in his recent lawsuit, Mint Bank International, LLC and Guy Gentile Nigro v. Office of the Commissioner of Financial Institutions of
Puerto Rico et al. ((3:18-cv-01441) US District Court, District of Puerto Rico) (See docket on CourtListener.com).

21. Gentile is the current beneficial owner of a group of financial institutions located in the United States and other foreign countries (“Group”). The Group consists of MintBroker International, Limited in the Bahamas and its wholly-owned subsidiaries, MintBroker International Limited in U.K. The Group is involved in various areas of the financial markets including, but not limited to, holding accounts of clearing firms and maintaining custody of funds.
22. The SureTrader division of MintBroker has enjoyed significant success.

Besides being known for owning Suretrader, Guy Gentile was also the subject of an engaging article in Bloomberg in early 2017, “‘Bro, I’m Going Rogue’: The Wall Street Informant Who Double-Crossed the FBI.”

[Edit 8/2/2018]: Bloomberg had a nice story on the run-up in Avalon Holding Coporation (AWX) shares in which they talked to the CEO of Avalon and to Guy Gentile. Today Matt Levine of Bloomberg analyzed the situation:

His brokerage firm announced stakes in three tiny companies, including $13 million waste-management firm Avalon Holdings Corp., whose prices all “skyrocketed and then dropped.” The fun part is Gentile’s explanation:

“This is no pump-and-dump scheme,” Gentile, chief executive officer of MintBroker, said over the phone. “We were going to try to do a hostile takeover of the company.”

Ah. But here’s what Avalon said:

In response to inquiries regarding a potential change in control, Mr. Ronald Klingle, Chairman and Chief Executive Officer of the Company, holds approximately 67% of the voting power in Avalon, and has advised the Company that he has no present plans to divest any of his holdings.

What … happened here? Did Gentile not know that the company’s stock was controlled by its CEO? (It’s easy to find out!) Did he know that but think that he could do a hostile takeover anyway? (By, like, calling up the CEO and being real hostile on the phone until he agreed to sell?) Was it a pump-and-dump scheme, but Gentile was too lazy to make up a plausible cover story?

Note: Timestamps on SEC filings come from Acquire Media NewsEdge V8. Screenshot.

Disclaimer: I am short 30 shares of AWX and I may close that position or increase it or even go long at any time. I have no position in any other stock mentioned above. I have no relationship with any parties mentioned above except that one of the trading platforms I use is DAS Trader Pro and it may share common ownership with MintBroker (I am not sure). This blog has a terms of use that is incorporated by reference into this post; you can find all my disclaimers and disclosures there as well.

6 thoughts on “Some Forms 3 & 4, MintBroker, and how three microcap stocks moved 200%+ in days

  1. Way over my head since I am new to this but I appreciate the insight and your dudiligence. Learning a lot.
    Thank You Michael.

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