UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
 Under the Securities Exchange Act of 1934
(Amendment No. 1)*
 
Mannatech, Incorporated
(Name of Issuer)
 
Common Stock
(Title of Class of Securities)
 
563771203
(CUSIP Number)
 
Dayton Judd
Sudbury Capital Fund, LP
136 Oak Trail
Coppell, TX 75019
972-304-5000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
December 31, 2019
(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)
[X]
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 disclosures provided in a prior cover page.
 
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. 563771230
 13G
 Page 2 of 
 
(1) 
Names of Reporting Persons/ I.R.S. Identification Nos. of Above Persons (Entities Only)
 
Sudbury Capital Fund, LP   
(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
 
Delaware

(5)
   Sole Voting Power  
 
   0
NUMBER
OF SHARES
BENEFICIALLY
(6)
   Shared Voting Power  
 
   130,274
OWNED
BY EACH
REPORTING
(7)
   Sole Dispositive Power  
 
   0
PERSON
WITH
 
(8)
   Shared Dispositive Power  
 
   130,274
(9)
Aggregate Amount Beneficially Owned by Each Reporting Person
 
130,274
(10)
Check if the Aggregate Amount in Row (9) Excludes Certain Shares   [   ]
 
(See Instructions)
(11)
Percent of Class Represented by Amount in Row (9)
 
5.5%
(12)
Type of Reporting Person (See Instructions)
 
Partnership (PN)
 
 
 
 
 
 

CUSIP NO. 563771230
 13G
 Page 2 of
 
(1) 
Names of Reporting Persons/ I.R.S. Identification Nos. of Above Persons (Entities Only)
 
Sudbury Holdings, LLC
(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
 
Delaware

 (5)
   Sole Voting Power  
 
   0
 NUMBER
OF SHARES
BENEFICIALLY
 (6)
   Shared Voting Power  
 
   130,274
OWNED
BY EACH
REPORTING
 (7)
   Sole Dispositive Power  
 
   0
PERSON
WITH
 (8)
   Shared Dispositive Power  
 
   130,274
(9)
Aggregate Amount Beneficially Owned by Each Reporting Person
 
130,274
(10)
Check if the Aggregate Amount in Row (9) Excludes Certain Shares   [   ]
 
(See Instructions)
(11)
Percent of Class Represented by Amount in Row (9)
 
5.5%
(12)
Type of Reporting Person (See Instructions)
 
Parent Holding Company/Control Person (HC)
 
 
  
 
 
 
 

CUSIP NO. 563771230
 13G
 Page 2 of
 
(1) 
Names of Reporting Persons/ I.R.S. Identification Nos. of Above Persons (Entities Only)
 
Sudbury Capital Fund GP, LP   
(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
 
Delaware

 (5)
   Sole Voting Power  
 
   0
 NUMBER
OF SHARES
BENEFICIALLY
 (6)
   Shared Voting Power  
 
   130,274
OWNED
BY EACH
REPORTING
 (7)
   Sole Dispositive Power  
 
   0
PERSON
WITH
 (8)
   Shared Dispositive Power  
 
   130,274
(9)
Aggregate Amount Beneficially Owned by Each Reporting Person
 
130,274
(10)
Check if the Aggregate Amount in Row (9) Excludes Certain Shares   [   ]
 
(See Instructions)
(11)
Percent of Class Represented by Amount in Row (9)
 
5.5%
(12)
Type of Reporting Person (See Instructions)
 
Partnership (PN)
 

 
 
 
 

CUSIP NO. 563771230
 13G
 Page 2 of
 
(1) 
Names of Reporting Persons/ I.R.S. Identification Nos. of Above Persons (Entities Only)
 
Sudbury Capital Management, LLC
(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
 
Delaware

 (5)
   Sole Voting Power  
 
   0
 NUMBER
OF SHARES
BENEFICIALLY
 (6)
   Shared Voting Power  
 
   130,274
OWNED
BY EACH
REPORTING
 (7)
   Sole Dispositive Power  
 
   0
PERSON
WITH
 (8)
   Shared Dispositive Power  
 
   130,274
(9)
Aggregate Amount Beneficially Owned by Each Reporting Person
 
130,274
(10)
Check if the Aggregate Amount in Row (9) Excludes Certain Shares   [   ]
 
(See Instructions)
(11)
Percent of Class Represented by Amount in Row (9)
 
5.5%
(12)
Type of Reporting Person (See Instructions)
 
Investment Advisor (IA)
 
 
 
 
  
 
CUSIP NO. 563771230
 13G
 Page 2 of
 
(1) 
Names of Reporting Persons/ I.R.S. Identification Nos. of Above Persons (Entities Only)
 
Dayton Judd
(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
 
USA

 (5)
   Sole Voting Power  
 
   5,000
 NUMBER
OF SHARES
BENEFICIALLY
 (6)
   Shared Voting Power  
 
   130,274
OWNED
BY EACH
REPORTING
 (7)
   Sole Dispositive Power  
 
   5,000
PERSON
WITH
 (8)
   Shared Dispositive Power  
 
   130,274
(9)
Aggregate Amount Beneficially Owned by Each Reporting Person
 
135,274
(10)
Check if the Aggregate Amount in Row (9) Excludes Certain Shares   [   ]
 
(See Instructions)
(11)
Percent of Class Represented by Amount in Row (9)
 
5.7%
(12)
Type of Reporting Person (See Instructions)
 
Individual (IN)
 
 
 
 
 
 
Item 1.
(a)
Name of Issuer
 
 
The name of the issuer is Mannatech, Incorporated (herein referred to as Issuer).
 
 
(b)
Address of Issuers Principal Executive Offices
 
 
 
The principal executive offices of the Issuer are located at 1410 Lakeside Parkway, Suite 200, Flower Mound, Texas 75028.
 
Item 2.
(a)
Name of Person Filing


 
Pursuant to Regulation 13D-G of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the Act), the undersigned hereby files this Schedule 13G Statement on behalf of Sudbury Capital Fund, LP, a Delaware limited partnership; Sudbury Holdings, LLC, a Delaware limited liability company; Sudbury Capital Management, LLC, a Delaware limited liability company; Sudbury Capital GP, LP, a Delaware limited partnership, and Dayton Judd, the Reporting Persons. The Reporting Persons are filing this statement jointly. Neither the fact of this filing nor anything contained herein shall be deemed to be an admission by any of the Reporting Persons that they constitute a group.
 


(b) Address of the Principal Office or, if none, residence


 
The address of the business office of Sudbury Capital Fund, LP, Sudbury Holdings, LLC, Sudbury Capital Management, LLC, Sudbury Capital GP, LP and Dayton Judd is 136 Oak Trail, Coppell, TX 75019.
 


(c) Citizenship


 
Mr. Judd is a citizen of the United States of America.
 


(d) Title of Class of Securities


 
The schedule 13G statement relates to Common stock of the Issuer (the Stock).
 


(e) CUSIP Number


 
The CUSIP number for the Stock is 563771203.


   
Item 3.

Filing pursuant to 240.13d-1(c) 
 

 
 This Schedule 13G statement is not being filed pursuant to Rule 13d-1(b), Rule 13d-1(d), Rule 13d-2(b) or Rule 13d-2(d). 

 
 
 
 
Item 4. Ownership
 
Sudbury Capital Fund, LP:
 
(a)
Amount beneficially owned:
130,274
(b)
Percent of class:
5.5%
(c)
Number of shares to which the person has:
 
 
 
(i)
Sole power to vote or to direct the votes:
0
 
(ii)
Shared power to vote or to direct the vote:
130,274
 
(iii)
Sole power to dispose or to direct the disposition of:
0
 
(iv)
Shared power to dispose or to direct the disposition of:
130,274
  
Sudbury Holdings, LLC:
 
Because Sudbury Holdings, LLC is the Parent Company of Sudbury Capital Fund, LP, Sudbury Holdings, LLC may, pursuant to 13d-3 of the Act, be deemed to be the beneficial owner of the Stock held by Sudbury Capital Fund, LP.
 
(a)
Amount beneficially owned:
130,274
(b)
Percent of class:
5.5%
(c)
Number of shares to which the person has:
 
 
 
(i)
Sole power to vote or to direct the votes:
0
 
(ii)
Shared power to vote or to direct the vote:
130,274
 
(iii)
Sole power to dispose or to direct the disposition of:
0
 
(iv)
Shared power to dispose or to direct the disposition of:
130,274
   
Sudbury Capital GP, LP:
 
Because Sudbury Capital GP, LP is the general partner of Sudbury Capital Fund, LP, Sudbury Capital GP, LP may, pursuant to 13d-3 of the Act, be deemed to be the beneficial owner of the Stock held by Sudbury Capital Fund, LP.
  
(a)
Amount beneficially owned:
130,274
(b)
Percent of class:
5.5%
(c)
Number of shares to which the person has:
 
 
 
(i)
Sole power to vote or to direct the votes:
0
 
(ii)
Shared power to vote or to direct the vote:
130,274
 
(iii)
Sole power to dispose or to direct the disposition of:
0
 
(iv)
Shared power to dispose or to direct the disposition of:
130,274
 
Sudbury Capital Management, LLC:
 
Because Sudbury Capital Management, LLC is the Investment Adviser of Sudbury Capital Fund, LP, Sudbury Capital Management, LLC, may, pursuant to 13d-3 of the Act, be deemed to be the beneficial owner of the Stock held by Sudbury Capital Fund, LP.
   
(a)
Amount beneficially owned:
130,274
(b)
Percent of class:
5.5%
(c)
Number of shares to which the person has:
 
 
 
(i)
Sole power to vote or to direct the votes:
0
 
(ii)
Shared power to vote or to direct the vote:
130,274
 
(iii)
Sole power to dispose or to direct the disposition of:
0
 
(iv)
Shared power to dispose or to direct the disposition of:
130,274
  
 
 
 
 
 
Dayton Judd:
 
Because Mr. Judd is a member of Sudbury Holdings, LLC and Sudbury Capital Management, LLC and a limited partner of Sudbury Capital GP, LP, Mr. Judd may, pursuant to 13d-3 of the Act, be deemed to be the beneficial owner of the Stock held by Sudbury Capital Fund, LP. In addition Mr. Judd and his spouse hold 5,000 shares of the Stock directly through an Individual Retirement Account.
    
(a)
Amount beneficially owned:
135,274
(b)
Percent of class:
5.7%
(c)
Number of shares to which the person has:
 
 
 
(i)
Sole power to vote or to direct the votes:
5,000
 
(ii)
Shared power to vote or to direct the vote:
130,274
 
(iii)
Sole power to dispose or to direct the disposition of:
5,000
 
(iv)
Shared power to dispose or to direct the disposition of:
130,274
 
Item 5. Ownership of Five Percent or Less of a Class.
 
Not Applicable
 
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.
 
Not Applicable
 
Item 9. Notice of Dissolution of Group.
 
Not Applicable
 
 
 
 

Item 10. Certification
 
The following certification shall be included if the statement is filed pursuant to 240.13d-1(c):
 
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.
 
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.
    
 
Date:   January 27, 2020
By:
/s/ Dayton Judd
Name: Dayton Judd
 
 
Date:   January 27, 2020
Sudbury Capital Fund, LP
 
 
By:
/s/ Dayton Judd
 
Name: Dayton Judd
 
Title: Member of the General Partner of the General Partner of Sudbury Capital Fund, LP
 
 
Date:   January 27, 2020
Sudbury Holdings, LLC
 
 
By:
/s/ Dayton Judd
 
Name: Dayton Judd
 
Title: Sole Member
  
 
Date:   January 27, 2020
Sudbury Capital GP, LP
 
 
By:
/s/ Dayton Judd
 
Name: Dayton Judd
 
Title: Member of the General Partner of Sudbury Capital GP, LP
 
 
Date:   January 27, 2020
Sudbury Capital Management, LLC
 
 
By:
/s/ Dayton Judd
 
Name: Dayton Judd
 
Title: Managing Member