1847 Holdings LLC (Form: 8-K, Received: 07/02/2014 15:47:13)

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): June 30, 2014

1847 HOLDINGS LLC

(Exact name of registrant as specified in its charter)

Delaware	333-193821	38-3922937
(State or other jurisdiction of	(Commission File Number)	(IRS Employer
incorporation or organization)		Identification No.)

590 Madison Avenue, 18th Floor
New York, NY		10022
(Address of principal executive offices)		(Zip code)

(212) 521-4052

(Registrant’s telephone number, including 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))

Item 3.03 Material Modification to Rights of Security Holders.

On July 2, 2014, the Amended and Restated Operating Agreement of 1847 Holdings LLC (the “Company”) was amended to provide that the number of authorized common shares of the Company was changed from 50 million common shares to 500 million common shares. A copy of the amendment is attached hereto as Exhibit 3.4.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On July 2, 2014, the following matters were approved by written consent of a member of the Company holding 875,000 common shares of the Company, constituting a majority of the outstanding common shares of the Company: (1) An amendment to the Amended and Restated Operating Agreement of the Company increasing the number of authorized common shares of the Company from 50 million common shares to 500 million common shares; and (2) a share distribution of 74 common shares to each of the Company’s members for each common share held by such members as of the record date July 2, 2014.

Item 8.01 Other Events.

The disclosure in Items 3.03 and 5.07 of this report are incorporated herein by reference.

On June 30, 2014, the Company filed Post-Effective Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-193821 ) filed on February 7, 2014 (the “Registration Statement”), as amended. The Post-Effective Amendment No. 1 to the Registration Statement was filed to terminate the effectiveness of the Registration Statement and to deregister, as of the effective date of this Post-Effective Amendment No. 1, all the remaining unsold shares registered pursuant to the Registration Statement.

On July 2, 2014, pursuant to the actions disclosed in Items 3.03 and 5.07 of this report, the Company instructed its transfer agent to issue 74 common shares to each of the Company’s members for each common share held by such members as of the record date July 2, 2014.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit		Description
3.3		Amended and Restated Operating Agreement of 1847 Holdings LLC, dated April 15, 2013 (incorporated by reference to Exhibit 3.2 to the registrant’s Registration Statement on Form S-1 filed on February 7, 2014)
3.4		Amendment to Amended and Restated Operating Agreement of 1847 Holdings LLC, dated July 2, 2014

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.

	1847 HOLDINGS LLC

Date: July 2, 2014	By:	/s/ Ellery W. Roberts
		Ellery W. Roberts Chief Executive Officer

EXHIBIT INDEX

Exhibit		Description
3.3		Amended and Restated Operating Agreement of 1847 Holdings LLC, dated April 15, 2013 (incorporated by reference to Exhibit 3.2 to the registrant’s Registration Statement on Form S-1 filed on February 7, 2014)
3.4		Amendment to Amended and Restated Operating Agreement of 1847 Holdings LLC, dated July 2, 2014

EXHIBIT 3.4

Amendment to Amended and Restated Operating Agreement of 1847 Holdings LLC

Dated as of July 2, 2014

This Amendment to the Amended and Restated Operating Agreement of 1847 Holdings LLC, dated as of April 15, 2013, shall be effective as of July 2, 2014, and is entered into by 1847 Partners LLC, as the Allocation Member and Manager (as defined therein), Ellery W. Roberts as holder of a majority of the outstanding Common Shares, and the other Persons who are or become members pursuant to the terms thereof. The Members hereby agree to the amendment of the Amended and Restated Operating Agreement of 1847 Holdings LLC, dated as of April 15, 2013 (the “Amended and Restated Agreement”), as provided herein. Capitalized terms used in this Agreement without definition shall have the respective meanings specified in Article II of the Amended and Restated Operating Agreement.

Section 3.2(a) of the Amended and Restated Agreement is amended hereby in its entirety as follows:

“(a) Common Shares . The Company and the Board of Directors, by resolution on behalf of the Company, are authorized to issue up to five hundred million (500,000,000) Common Shares in one or more series. The aggregate number of Common Shares that are authorized may be increased from time to time by an amendment to this Agreement upon the adoption by the affirmative vote of at least a majority of the Entire Board of Directors declaring such amendment to be advisable and the approval of such amendment by the affirmative vote of the holders of a majority of the Common Shares then Outstanding present in person or represented by proxy at a meeting of the Members. Each Member holding a Common Share shall have all the rights, privileges and obligations set forth herein pertaining to holders of Common Shares, and shall have one vote per Common Share in accordance with the terms of this Agreement. The Common Shares shall be certificated in the form of a Common Share Certificate or represented by electronic book-entry.”

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IN WITNESS WHEREOF , the undersigned, intending to be legally bound hereby, has duly executed this Agreement as of the date and year set forth above.

	1847 PARTNERS LLC

	By:	/s/ Ellery W. Roberts
	Name:	Ellery W. Roberts
	Title:	Manager

	ELLERY W. ROBERTS

		/s/ Ellery W. Roberts