UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

(Amendment No. 2)*

UNDER THE SECURITIES EXCHANGE ACT OF 1934

FTE NETWORKS, INC.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

30283R402

(CUSIP Number)

Dhamitha Richard de Silva, Managing Partner

Lateral Investment Management, LLC

1825 South Grant Street, Suite 210,

San Mateo, CA 94402

650-396-2200

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

December 15, 2017

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7(b) for other parties to whom copies are to be sent.

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).

Introduction

This Amendment No. 1 (“Amendment No. 1”) amends and supplements the statement on Schedule 13D initially filed on May 15, 2017 (the “Original 13D”). This Amendment No. 1 relates to shares of Common Stock, par value $0.001 per share (“Common Stock”), of FTE Networks, Inc. , a Nevada corporation (the “Issuer”).

Item 2. Identity and Background.

Item 2 is amended and restated in its entirety as follows:

This Schedule 13D is being filed by Lateral Investment Management, LLC, a Delaware limited liability company (“Lateral Management”), Lateral FTE Feeder LLC, a Delaware limited liability company (“Lateral FTE”), Lateral U.S. Credit Opportunities Fund, L.P., a Delaware limited partnership (“Lateral Fund”), LeoGroup Private Debt Facility, LP, a Delaware limited partnership (“PDF”), Lateral Credit Opportunities, LLC, a Delaware limited liability company (“Lateral GP”), Dhamitha Richard de Silva, an individual (“De Silva”), and Patrick Feeney , an individual (“Feeney”). Kenneth Masters no longer has voting control of any of the reporting persons and, as a result, has been removed as a reporting person. Lateral Management, Lateral FTE, Lateral Fund, PDF, Lateral GP, De Silva and Feeney are together referred to herein as “Reporting Persons,” and each of them are individually referred to herein as a “Reporting Person.” Lateral Management is the sole manager of Lateral FTE and has a management agreement with Lateral Fund. Lateral GP is the sole general partner of Lateral Fund. De Silva and Feeney are the sole managers of Lateral Management and Lateral GP. PDF and the other Reporting Persons have agreed to act in concert with respect to the Common Stock and agree to be treated as a group for Schedule 13D filing purposes.

Lateral FTE owns 486,524 shares of the Issuer’s Common Stock. Lateral Fund owns 1,464,854 shares of the Issuer’s Common Stock. Lateral Management owns 0 shares of the Issuer’s Common Stock. PDF has a contractual right to receive 254,734 shares of Common Stock as further described in the following paragraph and in Item 3 below. Due to its relationship with Lateral FTE and Lateral Fund, Lateral Management may be deemed to have shared voting and investment power with respect to the shares owned by Lateral FTE and Lateral Fund. Lateral Management, however, disclaims beneficial ownership of such shares. Due to its relationship with Lateral Fund, Lateral GP may be deemed to have shared voting and investment power with respect to the shares owned by Lateral Fund. Lateral GP, however, disclaims beneficial ownership of such shares. Due to their relationships with Lateral Management and Lateral GP, De Silva and Feeney may be deemed to have shared voting and investment power with respect to the shares owned by Lateral Fund and Lateral FTE. De Silva and Feeney, however, disclaim beneficial ownership of such shares. Due to the group status agreed to between the parties, Lateral Management, Lateral FTE, Lateral Fund, Lateral GP, De Silva and Feeney may be deemed to have beneficial ownership of the shares owned by PDF, however each party disclaims beneficial ownership of such shares.

The percentages used herein are based on an aggregate total of 7,367,639 shares of Common Stock outstanding, comprised of 5,586,150 shares of Common Stock issued and outstanding as disclosed in the Issuer’s Form 8-K filed on November 6, 2017, plus 1,127,739 shares of Common Stock to which the Reporting Persons have a contractual right to receive such shares (as further described in Item 3 below), plus 653,750 shares of Common Stock underlying warrants held by the Reporting Persons or warrants to which the Reporting Persons have obtained a contractual right to receive (all on a post-Reverse Stock Split basis).

Each Reporting Person that is an entity is organized under the state of Delaware. Each Reporting Person that is an individual is a U.S. citizen. The principal business of each Reporting Person is to engage in the business of investing in securities and other investment opportunities. The principal business address of each Reporting Person, other than PDF, is 1825 South Grant Street, Suite 210, San Mateo, CA 94402. PDF’s principal place of business is 100 Wood Avenue South, Suite 209 Iselin, NJ 08830.

During the period beginning five years prior to the Event Date, none of the Reporting Persons or any of the natural persons described in this Item 2 has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, is or was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 is amended by adding the following at the end thereof:

On December 15, 2017, PDF acquired from Lateral Management, the right to receive 254,734 shares of Common Stock from Lateral Management, which Lateral Management has a contractual right to acquire as described below.

On December 4, 2017, PDF received a 81.7% percentage interest in Lateral FTE which corresponds to 397,550 shares of Common Stock.

On October 17, 2017, Lateral Fund obtained the contractual right to receive warrants to purchase 140,000 shares of Common Stock in connection with the extension of additional loans to the Issuer and its affiliates under the Credit Agreement. On November 3, 2017, Lateral Fund obtained another contractual right to receive warrants to purchase 20,000 shares of Common Stock in connection with the extension of additional loans to the Issuer and its affiliates under the Credit Agreement.

On November 6, 2017, the Issuer effected a 25-for-1 reverse stock split that became effective on the same date, as described in the Issuer’s Form 8-K filed on November 6, 2017. 1,127,739 shares of Common Stock that had been reported as acquired by the Reporting Persons in the Original 13D have not been issued to date. However, the Reporting Persons obtained a contractual right to receive such 1,127,739 shares of Common Stock in connection with the lending of additional funds to the Issuer and certain of its affiliates under the Credit Agreement. Thus, the Reporting Persons are deemed to beneficially own such 1,127,739 shares of Common Stock.

Item 5. Interest in Securities of the Issuer.

Item 5 is amended and restated in its entirety as follows:

(a)

As of December 18, 2017, the Reporting Persons beneficially own in the aggregate 2,482,565 shares of Common Stock, representing approximately 33.70% of the outstanding shares of Common Stock (based on an aggregate total of 7,367,639 shares of Common Stock outstanding, comprised of 5,586,150 shares of Common Stock issued and outstanding as disclosed on the Issuer’s Form 8-K filed on November 6, 2017, plus 1,127,739 shares of Common Stock to which the Reporting Persons have a contractual right to receive (as further described in Item 3 above), plus 653,750 shares of Common Stock underlying warrants held by the Reporting Persons or warrants to which the Reporting Persons have obtained a contractual right to receive).

Lateral Fund is the record owner of a portion of the shares of Common Stock referred to above. Lateral GP is the sole general partner of Lateral Fund. Due to its relationship with Lateral Fund, Lateral GP may be deemed to have shared voting and investment power with respect to the Common Stock owned by Lateral Fund. Lateral GP, however, disclaims beneficial ownership of such shares. Lateral Management has a management agreement with Lateral Fund. Due to its relationship with Lateral Fund, Lateral Management may be deemed to have shared voting and investment power with respect to the Common Stock owned by Lateral Fund. Lateral Management, however, disclaims beneficial ownership of such shares. De Silva and Feeney are the sole managers of Lateral Management and Lateral GP. Due to their relationships with Lateral Management and Lateral GP, De Silva and Feeney may be deemed to have shared voting and investment power with respect to the Common Stock owned by Lateral Fund. De Silva and Feeney, however, disclaim beneficial ownership of such shares. PDF and the other Reporting Persons have agreed to act in concert with respect to the Common Stock and agree to be treated as a group for Schedule 13D filing purposes. Due to the group status agreed to between the parties, Lateral Management, Lateral FTE, Lateral Fund, Lateral GP, De Silva and Feeney may be deemed to have beneficial ownership of the shares owned by PDF, however each party disclaims beneficial ownership of such shares.

Lateral FTE is the record owner of a portion of shares of the Common Stock referred to above. Lateral Management is the sole manager of Lateral FTE. Due to its relationship with Lateral FTE, Lateral Management may be deemed to have shared voting and investment power with respect to the Common Stock owned by Lateral FTE. Lateral Management, however, disclaims beneficial ownership of such shares. De Silva and Feeney are the sole managers of Lateral Management. Due to their relationships with Lateral Management, De Silva and Feeney may be deemed to have shared voting and investment power with respect to the Common Stock owned by Lateral FTE. De Silva and Feeney, however, disclaim beneficial ownership of such shares.

(b)

The percentages set forth above are calculated based on an aggregate total of 7,367,639 shares of Common Stock outstanding, comprised of 5,586,150 shares of Common Stock issued and outstanding as disclosed in the Issuer’s Form 8-K filed on November 6, 2017, plus 1,127,739 shares of Common Stock to which the Reporting Persons have a contractual right to receive (as further described in Item 3 above), plus 653,750 shares of Common Stock underlying warrants held by the Reporting Persons or warrants to which the Reporting Persons have obtained a contractual right to receive (all on a post-Reverse Stock Split basis).

(c) No transactions in shares of Common Stock or preferred shares convertible into shares of Common Stock have been effected during the past 60 days by the Reporting Persons.

(d) Not applicable.

(e) Not applicable.

After reasonable inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: December 18, 2017