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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

Hickok Incorporated

(Name of Issuer)

 

Class A Common Shares, no par value

(Title of Class of Securities)

 

	428839 10 4
	(CUSIP Number)

Robert E. Robotti

c/o Robotti & Company, Incorporated

6 East 43rd Street, 23rd Floor

New York, New York 10017

(212) 986-4800

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

September 30, 2014

(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 Rule 13d-1(e), 13d-1(f) or 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 13d-7 for other parties to whom copies are to be sent.

 

*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).

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Schedule 13D
CUSIP No. 428839 10 4											Page 17 of 20 Pages

 

This Statement on Schedule 13D Amendment No. 5 (this "Statement") is filed on behalf of the Reporting Persons with the Securities and Exchange Commission (the "Commission").  This Statement amends the Statement on Schedule 13D relating to shares of Class A Common Shares, no par value (the "Common Shares"), of Hickok Incorporated (the "Issuer") filed on December 26, 2006 with the Commission as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, and Amendment No. 4 thereto, filed on February 23, 2007, February 14, 2008, March 5, 2008 and March 12, 2014, respectively, with the Commission (as so amended, the "Amended Statement"), as specifically set forth herein.  Capitalized terms used herein and not otherwise defined herein shall have the same meanings ascribed to them in the Amended Statement.

Item 3.

Source and Amount of Funds or Other Consideration

Item 3 of the Amended Statement is hereby amended and restated to read as follows:

All of the Common Shares held by Mr. Robotti were acquired as a distribution from an unaffiliated investment fund.

The aggregate purchase price of the 58,351 Common Shares held by RIC is $530,679.92 (including brokerage fees and expenses).  All of the Common Shares held by RIC were paid for using its working capital.

The aggregate purchase price of the 33,298 Common Shares held by RI is $304,305.65 (including brokerage fees and expenses).  All of the Common Shares held by RI were paid for using its working capital.

All of the Common Shares held by RNP were acquired as a distribution from an unaffiliated investment fund.

Item 5.

Interest in Securities of the Issuer

Item 5 of the Amended Statement is hereby amended and restated to read as follows:

(a)-(b) As of December 11, 2014, the aggregate number of Common Shares and percentage of the outstanding Common Shares of the Issuer beneficially owned (i) by each of the Reporting Persons, and (ii) to the knowledge of the Reporting Persons, by each other person who may be deemed to be a member of a group, is as follows:

 

* Based on 1,163,349 Class A Common Shares, no par value, outstanding as of August 8, 2014, as disclosed in the Issuer's Quarterly Report on Form 10-Q, for the quarter ended June 30, 2014.

(1) Each of the Reporting Persons disclaims beneficial ownership of the securities held by any other Reporting Person, except to the extent of any pecuniary interest therein.

(2) Mr. Robotti has the sole power to vote or direct the vote, and has the sole power to dispose or to direct the disposition, of 5,500 shares of Common Shares held in his personal accounts.

(3) Each of Mr. Robotti and ROBT share with Robotti Advisors the power to vote or direct the vote, and share the power to dispose or to direct the disposition, of 91,649 Common Shares owned by the advisory clients of Robotti Advisors.

(4) Each of Messrs. Robotti and Kenneth R. Wasiak, RMC and Robotti Advisors share with RIC the power to vote or direct the vote, and share the power to dispose or to direct the disposition, of 58,351 Common Shares owned by RIC.

(5) Each of Messrs. Robotti and Kenneth R. Wasiak, RMC and Robotti Advisors share with RI the power to vote or direct the vote, and share the power to dispose or to direct the disposition, of 33,298 Common Shares owned by RI.

(6) Each of Mr. Robotti, Harriet M. Reilly, Joseph E. Reilly, Patrick J. Reilly, Catherine Savvas, Nancy Seklir, PELK, and Kenneth M. Wasiak share with RNP the power to vote or direct the vote, and share the power to dispose or to direct the disposition, of 22,000 Common Shares owned by RNP.

(c) Since August 1, 2014, sixty days prior to the event requiring the filing of this Statement, there were no purchases or sales in the Issuer's Common Shares by the Reporting Persons.  During the period, one or more accounts, which held a total of 12,690 of Common Shares, ceased being either a discretionary customer of Robotti & Company or an advisory client of Robotti Advisors.

(d) No Person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such Common Shares beneficially owned by the Reporting Persons.

(e) Not Applicable.

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

 

Date:	December 11, 2014
			Robotti & Company, Incorporated
	/s/ Robert E. Robotti		By:	/s/ Robert E. Robotti
	Robert E. Robotti			Name: Robert E. Robotti
				Title: President and Treasurer
Robotti & Company Advisors, LLC
By:	/s/ Robert E. Robotti			/s/ Kenneth R. Wasiak
	Name: Robert E. Robotti			Kenneth R. Wasiak
	Title: President and Treasurer
Ravenswood Management Company, L.L.C.			The Ravenswood Investment Company, L.P.
By:	/s/ Robert E. Robotti		By:	Ravenswood Management Company, L.L.C.
	Name: Robert E. Robotti			Its General Partner
	Title: Managing Member
Ravenswood Investments III, L.P.
By:	Ravenswood Management Company, L.L.C.		By:	/s/ Robert E. Robotti
	Its General Partner			Name: Robert E. Robotti
				Title: Managing Member
			R.N.P. Company, G.P.
By:	/s/ Robert E. Robotti			/s/ Robert E. Robotti
	Name: Robert E. Robotti			Robert E. Robotti
	Title: Managing Member			General Partner
	/s/ Harriet M. Reilly			/s/ Joseph E. Reilly
	Harriet M. Reilly			Joseph E. Reilly
	/s/ Patrick J. Reilly			/s/ Catherine Savvas
	Patrick J. Reilly			Catherine Savvas

 

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SIGNATURE (continued)

 

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