-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KsEKaisAckzlEz7aKaZcPl4vafrjOLlK+CprwxKZd6xDjhcEhhCeGOZqAGwtmF7p XkmVESsCFm+fr7pU8pTGHw== 0001476961-11-000030.txt : 20110215 0001476961-11-000030.hdr.sgml : 20110215 20110215122603 ACCESSION NUMBER: 0001476961-11-000030 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110215 DATE AS OF CHANGE: 20110215 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NICKLIN WILLIAM FRED CENTRAL INDEX KEY: 0000925227 FILING VALUES: FORM TYPE: SC 13G/A SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PMFG, Inc. CENTRAL INDEX KEY: 0001422862 STANDARD INDUSTRIAL CLASSIFICATION: GENERAL INDUSTRIAL MACHINERY & EQUIPMENT, NEC [3569] IRS NUMBER: 510661574 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-84268 FILM NUMBER: 11613209 BUSINESS ADDRESS: STREET 1: 14651 NORTH DALLAS PARKWAY STREET 2: SUITE 500 CITY: DALLAS STATE: TX ZIP: 75254 BUSINESS PHONE: (214) 357-6181 MAIL ADDRESS: STREET 1: 14651 NORTH DALLAS PARKWAY STREET 2: SUITE 500 CITY: DALLAS STATE: TX ZIP: 75254 SC 13G/A 1 pmfg_1210wfn.txt PMFG 1210 WFN UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* PMFG, Inc. (Name of Issuer ) Common Stock (Title of Class of Securities) 69345P103 (CUSIP Number) 12/31/2010 (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) Check the following box if a fee is being paid with this statement [ ]. A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent there to reporting beneficial ownership of five percent or less of such class. (See Rule 13d-7). * 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. I.R.S. Identification Nos. of above persons (entities only) William Fred Nicklin 2. Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] 3. SEC Use Only 4. Citizenship or Place of Organization United States Number of 5. Sole Voting Power: 965,802 shares (1) Shares Beneficially by 6. Shared Voting Power: 43,750 shares (2) Owned by Each Reporting 7. Sole Dispositive Power: 965,802 shares (1) Person With: 8. Shared Dispositive Power: 43,750 shares (2) 9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,009,552 shares 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares not applicable 11. Percent of Class Represented by Amount in Row (9) 5.3% 12. Type of Reporting Person IN Item 1. (a) Name of Issuer PMFG, Inc. (b) Address of Issuers Principal Executive Offices 14651 North Dallas Parkway, Suite 500 Dallas, Texas 75254 Item 2. (a) Name of Person Filing: William Fred Nicklin Item 2. (b) Address of Principal Business Office: 3 Rivers Edge, Newburgh, NY 12550-1457 Item 2. (c) Citizenship: United States Item 2. (d) Title of Class of Securities: Common Stock Item 2. (e) CUSIP: 69345P103 Item 3. Item 4. Ownership. (a) Amount beneficially owned: 1009552 shares (b) Percent of class: 5.3% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 965,802 shares (1) (ii) Shared power to vote or to direct the vote: 43,750 shares (2) (iii) Sole power to dispose or to direct the disposition of: 965802 shs(1) (iv) Shared power to dispose or to direct the disposition of: 43750 shs(2) 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. 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 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 of effect. ___________________________________________________________________________ (1) Represents 832,927 shares of common stock held by Mr. Nicklin directly, 36,000 shares of common stock held by Nicklin Holdings Inc., as to which Mr. Nicklin has voting and investment power, 50,000shares of common stock held by Freda W. Nicklin, as to which Mr. Nicklin has voting and investment power, 31,250 shares of common stock that may be acquired pursuant to the conversion of shares of preferred stock, which may be converted within 60 days of December 31, 2010, and warrants to purchase 15,625 shares of common stock, which may be exercised within 60 days of December 31, 2010. (2) Represents 25,000 shares of common stock held by the Franklin C. Nicklin Testamentary Trust, as to which Mr. Nicklin has shared voting and investment power, 12,500 shares of common stock that may be acquired pursuant to the conversion of shares of preferred stock, which may be converted within 60 days of December 31, 2010, and warrants to purchase 6,250 shares of common stock, which may be exercised within 60 days of December 31, 2010. ___________________________________________________________________________ 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. Date: 2/15/2011 Signature: WILLIAM F. NICKLIN Name/Title: William F. Nicklin / Manager William F. Nicklin / Manager -----END PRIVACY-ENHANCED MESSAGE-----