UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

TRUE DRINKS HOLDINGS, INC.

 

(Name of Issuer)

Common Stock, par value $.001

 

(Title of Class of Securities)

897837100

 

(CUSIP Number)

David Skriloff
c/o MKM Capital Advisors, LLC

1410 Broadway, 23rd Floor

New York, NY  10018

212-677-9026

 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

August 13, 2014

 

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)
x Rule 13d-1(c)
o Rule 13d-1(d)

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. 897837100   13G   Page 2 of 8 Pages
         
1.  

NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

MKM Capital Advisors, LLC

 

    
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    o
(b)    o		    
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
 
0
  6.   SHARED VOTING POWER
 
4,265,729
  7.   SOLE DISPOSITIVE POWER
 
0
  8.   SHARED DISPOSITIVE POWER
 
4,265,729
         
9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,265,729		    
10.   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)    o		    
11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

11.03%		    
12.   TYPE OF REPORTING PERSON (see instructions)

OO		    
         
 
 
         
CUSIP No. 897837100   13G   Page 3 of 8 Pages
         
1.  

NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

MKM Opportunity Fund, Ltd.

 

    
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    o
(b)    o		    
3.   SEC USE ONLY
 		    
4.   CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands		    
         
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   5.   SOLE VOTING POWER
 
0
  6.   SHARED VOTING POWER
 
4,041,729
  7.   SOLE DISPOSITIVE POWER
 
0
  8.   SHARED DISPOSITIVE POWER
 
4,041,729
         
9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,041,729		    
10.   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)    o		    
11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

10.45%		    
12.   TYPE OF REPORTING PERSON (see instructions)

FI		    
         
 
 
         
CUSIP No. 897837100   13G   Page 4 of 8 Pages
         
1.   NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

David Skriloff 		   
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    o
(b)    o		    
3.   SEC USE ONLY
 		    
4.   CITIZENSHIP OR PLACE OF ORGANIZATION
 
U.S. Citizen		    
         
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   5.   SOLE VOTING POWER
 
0
  6.   SHARED VOTING POWER
 
4,265,729
  7.   SOLE DISPOSITIVE POWER
 
0
  8.   SHARED DISPOSITIVE POWER
 
4,265,729
         
9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,265,729		    
10.   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)    o		    
11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

11.03%		    
12.   TYPE OF REPORTING PERSON (see instructions)

IN		    
         
 
 
         
CUSIP No. 897837100   13G   Page 5 of 8 Pages

Item 1.

  (a)

Name of Issuer

TRUE DRINKS HOLDINGS, INC.

     
  (b)

Address of Issuer’s Principal Executive Offices


18552 MacArthur Blvd., Suite 325

Irvine, CA 92612

Item 2.

  (a)

Name of Person Filing


This statement is filed by MKM Opportunity Master Fund, Ltd., a Cayman Islands exempted company (“MKM Opportunity”), MKM Capital Advisors, LLC, a Delaware limited liability company (“MKM Capital”), and David Skriloff. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

     
  (b)

Address of the Principal Office or, if none, residence

MKM Opportunity

c/o MKM Capital Advisors, LLC

1410 Broadway, 23rd Floor

New York, NY 10018

 

MKM Capital

c/o MKM Capital Advisors, LLC

1410 Broadway, 23rd Floor

New York, NY 10018

 

David Skriloff

c/o MKM Capital Advisors, LLC

1410 Broadway, 23rd Floor

New York, NY 10018

     
  (c)

Citizenship:

MKM Opportunity is a Cayman Islands corporation.

 

MKM Capital is a Delaware limited liability company.

 

David Skriloff is a United States citizen.

     
  (d)

Title of Class of Securities

 

Common Stock, par value $.001

     
  (e)

CUSIP Number

897837100

 
 
         
CUSIP No. 897837100   13G   Page 6 of 8 Pages

Item 3.  If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

  (a) o Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
       
  (b) o Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
       
  (c) o Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
       
  (d) o Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
       
  (e) o An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
       
  (f) o An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
       
  (g) o A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
       
  (h) o A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
       
  (i) o A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
       
  (j) o Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4.  Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

         
  (a)   Amount beneficially owned:    

 

  Reporting Person Shares
  MKM Opportunity 4,041,729
  MKM Capital

4,265,729

  David Skriloff

4,265,729

         
  (b)   Percent of class:    

 

  Reporting Person Percentage1
  MKM Opportunity 10.45%
  MKM Capital

11.03%

  David Skriloff

11.03%

         
  (c)   Number of shares as to which the person has:  
         
      (i)

Sole power to vote or to direct the vote:  

 

0

         
      (ii) Shared power to vote or to direct the vote:  

 

  Reporting Person Shares
  MKM Opportunity

4,041,729

  MKM Capital

4,265,729

  David Skriloff

4,265,729

 
 
         
CUSIP No. 897837100   13G   Page 7 of 8 Pages
         
      (iii)

Sole power to dispose or to direct the disposition of:

 

0

         
      (iv) Shared power to dispose or to direct the disposition of:  

  Reporting Person Shares
  MKM Opportunity

4,041,729

  MKM Capital

4,265,729

  David Skriloff

4,265,729

MKM Capital serves as investment manager to MKM Opportunity, and, as such, may be deemed to hold an indirect beneficial interest in the shares of common stock that are directly beneficially owned by MKM Opportunity. David Skriloff is the managing member of MKM Capital and the portfolio manager of MKM Opportunity, and, as such, may be deemed to hold an indirect beneficial interest in the shares of common stock that are directly beneficially owned by MKM Opportunity. Based on the foregoing, David Skriloff and MKM Capital hold shared dispositive power of shares owned by MKM Opportunity. Each Reporting Person disclaims beneficial ownership of all securities other than those owned of record by such Reporting Person.

1 Based on 38,660,684 shares of common stock issued and outstanding according to Issuer’s 10Q filed on September 13, 2014 for the quarter ending May 31, 2014.

Item 5.  Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following     o.

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.

 See Exhibit 1.

Item 9.  Notice of Dissolution of Group.

 Not applicable.

Item 10.  Certification.

         
      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, other than activities solely in connection with a nomination under § 240.14a–11.  
 
 
         
CUSIP No. 897837100   13G   Page 8 of 8 Pages

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.

       
    MKM OPPORTUNITY MASTER FUND, LTD.
       
Dated: October 14, 2014 By: /s/ David Skriloff
    Name: David Skriloff
    Title: Portfolio Manager
       
    MKM CAPITAL ADVISORS, LLC
       
Dated: October 14, 2014   By: /s/ David Skriloff
    Name:  David Skriloff
    Title: Managing Manager
       
Dated: October 14, 2014   /s/ David Skriloff
    DAVID SKRILOFF