0000897101-12-000214.txt : 20120214 0000897101-12-000214.hdr.sgml : 20120214 20120214171225 ACCESSION NUMBER: 0000897101-12-000214 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120214 DATE AS OF CHANGE: 20120214 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BERG JEFFREY K CENTRAL INDEX KEY: 0001190993 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: 2047 WOODSTONE DR CITY: VICTORIA STATE: MN ZIP: 55386 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COMMUNICATIONS SYSTEMS INC CENTRAL INDEX KEY: 0000022701 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 410957999 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-33776 FILM NUMBER: 12612492 BUSINESS ADDRESS: STREET 1: 213 S MAIN ST CITY: HECTOR STATE: MN ZIP: 55342 BUSINESS PHONE: 3208486231 MAIL ADDRESS: STREET 1: 213 MAIN STREET STREET 2: P O BOX 777 CITY: HECTOR STATE: MN ZIP: 55342 SC 13G/A 1 csi120591jberg_13ga.htm AMENDMENT NO. 4 TO SCHEDULE 13G

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d)
AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2

 

UNDER THE SECURITIES EXCHANGE ACT OF 1934


(Amendment No. 4)*

 

Communications Systems, Inc.

(Name of Issuer)

Common Stock, $.05 Par Value

(Title of Class of Securities)

203900  10  5

(CUSIP Number)

December 31, 2011

(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 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).

 

 

 
 

 

 
 
  1.

Names of Reporting Persons

Jeffrey K. Berg

 
  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
United States of America
     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With		 5. Sole Voting Power
62,086.589
 
6. Shared Voting Power
0
 
7. Sole Dispositive Power
59,860.589
 
8. Shared Dispositive Power
0
 
  9. Aggregate Amount Beneficially Owned by Each Reporting Person
62,086.589
 
  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)
0.7%
 
  12. Type of Reporting Person (See Instructions)
IN
           

 

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Item 1.
  (a) Name of Issuer:
Communications Systems, Inc.
  (b)

Address of Issuer’s Principal Executive Offices:
10900 Red Circle Drive

Minnetonka, MN 55343

 
Item 2.
  (a) Name of Person Filing:
Jeffrey K. Berg
  (b)

Address of Principal Business Office or, if None, Residence:
10900 Red Circle Drive

Minnetonka, MN 55343

  (c) Citizenship:
Minnesota
  (d) Title of Class of Securities:
Common Stock
  (e) CUSIP Number:
203900  10  5
 
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 association 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 (15 U.S.C. 80a-3);
  (j) o A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J).
  (k) o Group, in accordance with § 240.13d-1(b)(1)(ii)(K).
 

If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:

___________________________________________________

 

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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:   

Mr. Berg beneficially owns 62,086.589 shares of the outstanding common stock of the Issuer, which includes: (i) 19,358 shares of common stock owned by Mr. Berg individually; (ii) options held by Mr. Berg and exercisable within 60 days of December 31, 2011 to purchase 17,635 shares of common stock; (iii) 2,226 shares of restricted stock subject to restrictions on resale until August 11, 2013; and (iv) 22,867.589 shares of the Issuer held by Mr. Berg through the Communications Systems, Inc. Employee Stock Ownership Plan (“CSI ESOP”). Mr. Berg is no longer a trustee of the CSI ESOP.

  (b)

Percent of class:   

0.7% based on 8,460,625 shares of the Issuer’s common stock outstanding (on average) for the three-month period ending September 30, 2011 as reported in the Issuer’s Form 10-Q filed November 10, 2011 and including all 62,086.589 shares that could be deemed to be beneficially owned by Mr. Berg.

  (c)

Number of shares as to which the person has:

 

    (i)

Sole power to vote or to direct the vote:   

62,086.589 (includes options held by Mr. Berg exercisable within 60 days of December 31, 2011 to purchase 17,635 shares of common stock and 2,226 shares of restricted stock).

    (ii)

Shared power to vote or to direct the vote:    

0

    (iii)

Sole power to dispose or to direct the disposition of:   

59,860.589 (includes options held by Mr. Berg exercisable within 60 days of December 31, 2011 to purchase 17,635 shares of common stock, but does not include 2,226 shares of restricted stock subject to restrictions on resale until August 11, 2013).

    (iv)

Shared power to dispose or to direct the disposition of:   

0

 
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  x.
 
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 or Control Person.
  Not Applicable

 

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Item 8. Identification and Classification of Members of the Group.
  Not Applicable
 
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.

 

 

 

 

 

 

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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.

  February 14, 2012
  Date
 
/s/ Jeffrey K. Berg
  Signature
 
Jeffrey K. Berg
  Name and Title

 

 

 

 

 

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