UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
 
 
 
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
 
(Amendment No. 1)*
 
PEAK RESORTS, INC.
(Name of Issuer)
 
 
Common Stock
(Title of Class of Securities)
 
70469L100
(CUSIP Number)
 
 
December 31, 2015
(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)
☒  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 the disclosures provided in a prior cover page.
 
The information required in 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).
 
 
 
 
Page 1 of 12 Pages
 
CUSIP No. 70469L100
 
 
13G
 
Page 2 of 12 Pages

1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
Cap 1 LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (a) ☐  
 
(b) ☐
  
 
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
 1,218,613
 
 
 
 
6
SHARED VOTING POWER
 
 
 -0-
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
 1,218,613
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
 -0-
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 1,218,613
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 8.7%*
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 OO
 
 
 
 
 
*This calculation is rounded to the nearest tenth and is based upon 13,982,400 shares of common stock outstanding as of December 14, 2015 as reported in the Company's Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2015.

 
CUSIP No. 70469L100
 
 
13G
 
Page 3 of 12 Pages
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
Richard S. Sackler, M.D.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (a) ☐  
 
(b) ☐
  
 
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
United Stated of America
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
 102,595
 
 
 
 
6
SHARED VOTING POWER
 
 
 -0-
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
 102,595
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
 -0-
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 102,595
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 0.7%*
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 IN
 
 
 
 
 
*This calculation is rounded to the nearest tenth and is based upon 13,982,400 shares of common stock outstanding as of December 14, 2015 as reported in the Company's Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2015.

 
CUSIP No. 70469L100
 
 
13G
 
Page 4 of 12 Pages
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
Richard and Beth Sackler Foundation, Inc.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (a) ☐  
 
(b) ☐
  
 
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
 26,200
 
 
 
 
6
SHARED VOTING POWER
 
 
 -0-
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
 26,200
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
 -0-
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 26,200
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 0.2%*
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 CO
 
 
 
 
 
*This calculation is rounded to the nearest tenth and is based upon 13,982,400 shares of common stock outstanding as of December 14, 2015 as reported in the Company's Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2015.
 
 
 
CUSIP No. 70469L100
 
 
13G
 
Page 5 of 12 Pages
 
 
Item 4
Ownership:
 
 
The percentages used herein are calculated based upon 13,982,400 shares of common stock outstanding as of December 14, 2015 as reported in the Company's Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2015.
 
 
As of December 31, 2015:
 
 
1.
Cap 1 LLC
 
 
(a)
Amount Beneficially Owned:
 
   
1,218,613*
 
 
(b)
Percent of Class:
 
   
8.7%
 
 
(c)
Number of Shares as to which such person has:
 
   
(i)
Sole power to vote or direct the vote:
 
     
1,218,613
 
   
(ii)
Shared power to vote or direct the vote:
 
     
-0-
 
   
(iii)
Sole power to dispose or direct the disposition:
 
     
1,218,613
 
   
(iv)
Shared power to dispose or direct the disposition:
 
     
-0-
 
 
* Represents shares held by Cap 1 LLC.  Cap 1 LLC is a Delaware limited liability company wholly owned by Richard S. Sackler, M.D. and Jonathan D. Sackler, as Trustees of the 1974 Irrevocable Trust A FBO BS and RSS.  The beneficiaries of the 1974 Irrevocable Trust A FBO BS and RSS are Beverly Sackler, Richard S. Sackler, M.D. and the issue of Richard S. Sackler, M.D.
   
   
 
 
 
 
CUSIP No. 70469L100
 
 
13G
 
Page 6 of 12 Pages

 
 
 
Signature
  


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.

Dated:     February 12, 2016
 
Cap 1 LLC
 
 
 
By:
 
 
   /s/ Stephen  A. Ives
 
Stephen A. Ives
 Vice President
   
   
 
   /s/ Stephen  A. Ives
 
Stephen A. Ives
Attorney-in-Fact for Richard S. Sackler, M.D.
   
   
 
RICHARD AND BETH SACKLER FOUNDATION, INC.
 
 
 
By:
 
 
   /s/ Stephen  A. Ives
   
Stephen A. Ives
 Attorney-in-Fact for Richard and Beth Sackler Foundation, Inc.

 
 
 
CUSIP No. 70469L100
 
 
13G
 
Page 7 of 12 Pages
 
 
 
Exhibit Index
  


   
Page No.
 
A.
Joint Filing Agreement, dated as of August 25, 2015, by and among Cap 1 LLC, Richard S. Sackler, M.D. and Richard and Beth Sackler Foundation, Inc.
 
8
B.
Power of Attorney, dated as of August 24, 2015, granted by Richard S. Sackler, M.D. in favor of Stephen A. Ives.
 
9
C.
Power of Attorney, dated as of August 24, 2015, granted by Richard S. Sackler, M.D., in his capacity as President of Richard and Beth Sackler Foundation, Inc., in favor of Stephen A. Ives.
 
11


 

 
CUSIP No. 70469L100
 
 
13G
 
Page 8 of 12 Pages
 
 
 
Exhibit A
  
     
 
Joint Filing Agreement Pursuant to Rule 13d-1
  

This agreement is made pursuant to Rule 13d-1(k)(1) under the Securities and Exchange Act of 1934, as amended (the "Act") by and among the parties listed below, each referred to herein as a "Joint Filer." The Joint Filers agree that a statement of beneficial ownership as required by Sections 13(g) or 13(d) of the Act and the Rules thereunder may be filed on each of their behalf on Schedule 13G or Schedule 13D, as appropriate, and that said joint filing may thereafter be amended by further joint filings. The Joint Filers state that they each satisfy the requirements for making a joint filing under Rule 13d-1.
 
 
Dated:      August 25, 2015
 
Cap 1 LLC
 
 
 
By:
 
 
   /s/ Stephen  A. Ives
 
Stephen A. Ives
 Vice President
   
   
 
   /s/ Stephen  A. Ives
 
Stephen A. Ives
Attorney-in-Fact for Richard S. Sackler,M.D.
   
   
 
RICHARD AND BETH SACKLER FOUNDATION, INC.
 
 
 
By:
 
 
   /s/ Stephen  A. Ives
   
Stephen A. Ives
 Attorney-in-Fact for Richard and Beth Sackler Foundation, Inc.


 
CUSIP No. 70469L100
 
 
13G
 
Page 9 of 12 Pages
 
 
Exhibit B
  
     
  Power of Attorney
  
 
The undersigned, as a Section 13(d) reporting person and potential Section 16 reporting person of Peak Resorts, Inc. (the "Company") under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), hereby constitutes and appoints Stephen A. Ives the undersigned's true and lawful attorney-in-fact to:
1.                Complete and execute Forms 3, 4, 5, and 144, Schedules 13D and 13G and Form ID (Uniform Application for Access Codes to File on EDGAR) and other forms and all amendments thereto as such attorney-in-fact shall in his discretion determine to be required or advisable pursuant to Section 16(a) and Section 13(d) of the Exchange Act, and the rules and regulations promulgated thereunder, or any successor laws and regulations, as a consequence of the undersigned's ownership, acquisition or disposition of securities of the Company;
2.                Do and perform any and all acts for and on the behalf of the undersigned which may be necessary or desirable in order to complete and execute any such form, complete and execute any amendments thereto, and timely file such forms with the Securities and Exchange Commission, any securities exchange or national association, the Company and such other person or agency as the attorney-in-fact shall deem appropriate; and
3.                Take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.
The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not
 
 
 
CUSIP No. 70469L100
 
 
13G
 
Page 10 of 12 Pages
 
assuming any of the undersigned's responsibilities to comply with Sections 16 and 13(d) of the Exchange Act.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, 5 or 144 or Schedules 13D or 13G with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of August 24, 2015.
 

 
   /s/ Richard S. Sackler, M.D.
 
Richard S. Sackler,M.D.
 
 
CUSIP No. 70469L100
 
 
13G
 
Page 11 of 12 Pages
 
 
 
Exhibit C
  
     
   Power of Attorney
  

The undersigned, as a Section 13(d) reporting person and potential Section 16 reporting person of Peak Resorts, Inc. (the "Company") under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), hereby constitutes and appoints Stephen A. Ives the undersigned's true and lawful attorney-in-fact to:
1.                Complete and execute Forms 3, 4, 5, and 144, Schedules 13D and 13G and Form ID (Uniform Application for Access Codes to File on EDGAR) and other forms and all amendments thereto as such attorney-in-fact shall in his discretion determine to be required or advisable pursuant to Section 16(a) and Section 13(d) of the Exchange Act, and the rules and regulations promulgated thereunder, or any successor laws and regulations, as a consequence of the undersigned's ownership, acquisition or disposition of securities of the Company;
2.                Do and perform any and all acts for and on the behalf of the undersigned which may be necessary or desirable in order to complete and execute any such form, complete and execute any amendments thereto, and timely file such forms with the Securities and Exchange Commission, any securities exchange or national association, the Company and such other person or agency as the attorney-in-fact shall deem appropriate; and
3.                Take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.
The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not
 
CUSIP No. 70469L100
 
 
13G
 
Page 12 of 12 Pages
 
assuming any of the undersigned's responsibilities to comply with Sections 16 and 13(d) of the Exchange Act.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, 5 or 144 or Schedules 13D or 13G with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of August 24, 2015.
 

 
RICHARD AND BETH SACKLER FOUNDATION, INC.
 
 
 
By:
 
 
   /s/ Richard S. Sackler, M.D.
   
Name:  Richard S. Sackler, M.D.
 Title:     President