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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)*
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Forum Markets, Incorporated (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
(CUSIP Number) |
06/29/2026 (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) |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Pemble Brian James | ||||||||
| 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
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,451,714.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
10.99 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Forum Markets, Incorporated | |
| (b) | Address of issuer's principal executive offices:
2875 South Ocean Blvd, Suite 100, Palm Beach, FL 33480 | |
| Item 2. | ||
| (a) | Name of person filing:
Pemble Brian James | |
| (b) | Address or principal business office or, if none, residence:
940 Private Rd, Winnetka, IL 60093 | |
| (c) | Citizenship:
United States | |
| (d) | Title of class of securities:
Common Stock, par value $0.0001 per share | |
| (e) | CUSIP No.:
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| 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) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | 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) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
1,451,714 shares of Common Stock*
* Footnote to Item 4. The 786,714 shares reported as subject to sole voting and dispositive power are held in the following accounts, each titled solely in the name of the Reporting Person: (i) an individual brokerage account (78,500 shares); (ii) a 401(k) account (371,303 shares); (iii) a 401(k) account (274,844 shares); and (iv) an individual retirement account (62,067 shares). The 665,000 shares reported as subject to shared voting and dispositive power are held in an account titled jointly with the Reporting Person's spouse with rights of survivorship.
The Reporting Person's spouse holds 84,166 additional shares of Common Stock in an individual retirement account titled solely in the spouse's name. Those shares are not included in the beneficial ownership reported by the Reporting Person on this Schedule. The Reporting Person and the Reporting Person's spouse have been legally separated since 2024. Proceedings for the dissolution of the marriage were filed in 2024 and remain pending. The Reporting Person and the Reporting Person's spouse have maintained separate residences continuously since the date of separation. The Reporting Person has neither the power to vote or direct the voting of, nor the power to dispose or direct the disposition of, any of the 84,166 shares held in the spouse's individual retirement account, and has no direct or indirect pecuniary interest therein. Accordingly, the Reporting Person does not deem himself the beneficial owner of the 84,166 shares held in the spouse's individual retirement account under Rule 13d-3 or Rule 16a-1(a)(2) under the Securities Exchange Act of 1934. The Rule 16a-1(a)(2)(ii)(A) presumption of household attribution is rebutted by the foregoing facts of separation and separate residence.
The Reporting Person's percentage ownership has increased above 10% solely as a result of the reduction in the Issuer's outstanding shares of Common Stock effected through the Issuer's ongoing share repurchase program, and not as a result of any acquisition of additional shares by the Reporting Person. The Reporting Person's most recent purchase of the Issuer's Common Stock was completed on April 17, 2026. | |
| (b) | Percent of class:
10.99%*
* Footnote to Item 4. The 786,714 shares reported as subject to sole voting and dispositive power are held in the following accounts, each titled solely in the name of the Reporting Person: (i) an individual brokerage account (78,500 shares); (ii) a 401(k) account (371,303 shares); (iii) a 401(k) account (274,844 shares); and (iv) an individual retirement account (62,067 shares). The 665,000 shares reported as subject to shared voting and dispositive power are held in an account titled jointly with the Reporting Person's spouse with rights of survivorship.
The Reporting Person's spouse holds 84,166 additional shares of Common Stock in an individual retirement account titled solely in the spouse's name. Those shares are not included in the beneficial ownership reported by the Reporting Person on this Schedule. The Reporting Person and the Reporting Person's spouse have been legally separated since 2024. Proceedings for the dissolution of the marriage were filed in 2024 and remain pending. The Reporting Person and the Reporting Person's spouse have maintained separate residences continuously since the date of separation. The Reporting Person has neither the power to vote or direct the voting of, nor the power to dispose or direct the disposition of, any of the 84,166 shares held in the spouse's individual retirement account, and has no direct or indirect pecuniary interest therein. Accordingly, the Reporting Person does not deem himself the beneficial owner of the 84,166 shares held in the spouse's individual retirement account under Rule 13d-3 or Rule 16a-1(a)(2) under the Securities Exchange Act of 1934. The Rule 16a-1(a)(2)(ii)(A) presumption of household attribution is rebutted by the foregoing facts of separation and separate residence.
The Reporting Person's percentage ownership has increased above 10% solely as a result of the reduction in the Issuer's outstanding shares of Common Stock effected through the Issuer's ongoing share repurchase program, and not as a result of any acquisition of additional shares by the Reporting Person. The Reporting Person's most recent purchase of the Issuer's Common Stock was completed on April 17, 2026. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
786,714 | ||
| (ii) Shared power to vote or to direct the vote:
665,000 | ||
| (iii) Sole power to dispose or to direct the disposition of:
786,714 | ||
| (iv) Shared power to dispose or to direct the disposition of:
665,000 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
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. |
| 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.
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