0001476961-13-000022.txt : 20130213 0001476961-13-000022.hdr.sgml : 20130213 20130213120153 ACCESSION NUMBER: 0001476961-13-000022 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130213 DATE AS OF CHANGE: 20130213 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: 13601099 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_123112_A4_wfn.txt PMFG 123112 WFN UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 4)* PMFG, Inc. -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.01 par value -------------------------------------------------------------------------------- (Title of Class of Securities) 69345P103 -------------------------------------------------------------------------------- (CUSIP NUMBER) December 31, 2012 -------------------------------------------------------------------------------- (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 Shares Beneficially Owned by Each Reporting Person With: 5. Sole Voting Power: 121,875 (1) -------------------------------------------------------------------------------- 6. Shared Voting Power: 35,617 (2) -------------------------------------------------------------------------------- 7. Sole Dispositive Power: 121,875 (1) -------------------------------------------------------------------------------- 8. Shared Dispositive Power: 35,617 (2) -------------------------------------------------------------------------------- 9. Aggregate Amount Beneficially Owned by Each Reporting Person 157,492 -------------------------------------------------------------------------------- 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] -------------------------------------------------------------------------------- 11. Percent of Class Represented by Amount in Row (9) 0.8% -------------------------------------------------------------------------------- 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. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: Not applicable. Item 4. Ownership. (a) Amount beneficially owned: 157,492 (b) Percent of class: 0.8% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 121,875 (1) (ii) Shared power to vote or to direct the vote: 35,617 (2) (iii) Sole power to dispose or to direct the disposition of: 121,875 (1) (iv) Shared power to dispose or to direct the disposition of: 35,617 (2) 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. 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. 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: 2/11/2013 Signature: WILLIAM F. NICKLIN Name/Title: William F. Nicklin / Manager _______________________________________________________________________________ (1) Represents 36,000 shares of common stock held by Nicklin Holdings Inc., as to which Mr. Nicklin has voting and investment power, 70,250 shares of common stock held by Freda W. Nicklin, as to which Mr. Nicklin has voting and investment power, and warrants to purchase 15,625 shares of common stock, which may be exercised within 60 days of December 31, 2012. (2) Represents 29,367 shares of common stock held by the Franklin C. Nicklin Testamentary Trust, as to which Mr. Nicklin has shared voting and investment power and warrants to purchase 6,250 shares of common stock, which may be exercised within 60 days of December 31, 2012. _______________________________________________________________________________