0001144204-13-009185.txt : 20130214 0001144204-13-009185.hdr.sgml : 20130214 20130214162555 ACCESSION NUMBER: 0001144204-13-009185 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20130214 DATE AS OF CHANGE: 20130214 GROUP MEMBERS: GLORIA GORGUZE GROUP MEMBERS: VINCENT & GLORIA GORGUZE TRUST DATED 3/27/98 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GORGUZE VINCENT CENTRAL INDEX KEY: 0001472241 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: 1200 PROSPECT STREET, SUITE 325 CITY: LA JOLLA STATE: CA ZIP: 92037 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-84268 FILM NUMBER: 13614448 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 1 v335201_sc13g.htm SCHEDULE 13G

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13G*
(Rule 13d-102)
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2
(Amendment No. 3)*
 
 
  PMFG, Inc.  
(Name of Issuer)
 
  Common Stock, $0.01 par value  
(Title of Class of Securities)
 
 
 

69345P103

  
(CUSIP Number)
 
 
 

12/31/2012

  
(Date of Event Which Requires Filing of the Statement)
               

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨Rule 13d-1(b)
xRule 13d-1(c)
¨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 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).

 

 
 

Cusip No. 69345P103 13G Page 2 of 8 Pages

 

 

 

1.

 

NAME OF REPORTING PERSONS

 

Vincent T. Gorguze

 

 

2.

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)

(a)     x

(b)     ¨

 

 

3.

 

SEC USE ONLY

 

 

4.

 

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

USA

 

 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

 

5.

 

SOLE VOTING POWER

 

0

 

 

6.

 

SHARED VOTING POWER

 

1,266,998 (1)

 

 

7.

 

SOLE DISPOSITIVE POWER

 

0

 

 

8.

 

 

SHARED DISPOSITIVE POWER 

 

1,266,998 (1)  

 

 

9.

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,266,998

 

 

10.

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES ¨

 

 

11.

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

6.1%

 

 

12.

 

 

TYPE OF REPORTING PERSON (See Instructions) 

 

IN

 

 

 

(1)Represents 1,110,748 shares and warrants to purchase 156,250 shares held by the Vincent and Gloria Gorguze Trust dated 3/27/98, of which Mr. Gorguze is a co-trustee.

  

 
 
Cusip No. 69345P103 13G Page 3 of 8 Pages

 

 

 

1.

 

NAME OF REPORTING PERSONS

 

Gloria Gorguze

 

 

2.

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)

(a)     x

(b)     ¨

 

 

3.

 

SEC USE ONLY

 

 

4.

 

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

USA

 

 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

 

5.

 

SOLE VOTING POWER

 

0

 

 

6.

 

SHARED VOTING POWER

 

0

 

 

7.

 

SOLE DISPOSITIVE POWER

 

0

 

 

8.

 

 

SHARED DISPOSITIVE POWER 

 

0 

 

 

9.

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

 

 

10.

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES ¨

 

 

11.

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0.0%

 

 

12.

 

 

TYPE OF REPORTING PERSON (See Instructions) 

 

IN

 

  

 
 
Cusip No. 69345P103 13G Page 4 of 8 Pages

 

 

 

1.

 

NAME OF REPORTING PERSONS

 

Vincent and Gloria Gorguze Trust dated 3/27/98

 

 

2.

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)

(a)     x

(b)     ¨

 

 

3.

 

SEC USE ONLY

 

 

4.

 

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

California

 

 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

 

5.

 

SOLE VOTING POWER

 

0

 

 

6.

 

SHARED VOTING POWER

 

1,266,998

 

 

7.

 

SOLE DISPOSITIVE POWER

 

0

 

 

8.

 

 

SHARED DISPOSITIVE POWER 

 

1,266,998 

 

 

9.

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,266,998

 

 

10.

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES ¨

 

 

11.

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

6.1%

 

 

12.

 

 

TYPE OF REPORTING PERSON (See Instructions) 

 

OO

 

 

 
 
Cusip No. 69345P103 13G Page 5 of 8 Pages

 

 

Item 1(a).Name of Issuer:

 

PMFG, Inc.

 

Item 1(b).Address of Issuer’s Principal Executive Offices:

 

14651 North Dallas Parkway, Suite 500

Dallas, Texas 75254

 

Item 2(a).Name of Person Filing:

 

Vincent T. Gorguze, Gloria Gorguze and the Vincent and Gloria Gorguze Trust dated March 27, 1998 (the "Trust")

 

Item 2(b).Address of Principal Business Office or, if none, Residence:

 

1200 Prospect Street, Suite 325

LaJolla, CA 92037

Item 2(c).Citizenship:

 

Vincent T. and Gloria Gorguze are citizens of the USA and the Trust is formed under the laws of the State of California.

 

Item 2(d).Title of Class of Securities:

 

Common Stock

 

Item 2(e).CUSIP Number:

 

69345P103

 

Item 3.If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 

(a) ¨Broker or dealer registered under Section 15 of the Act (15 U.S.C 78o);

 

(b) ¨Bank as defined in Section 3(a)(6) of the Act (15 U.S.C 78c);

 

(c) ¨Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C 78c);

 

(d) ¨Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

 

(e) ¨An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

 

(f) ¨An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

 

(g) ¨A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 

 
 
Cusip No. 69345P103 13G Page 6 of 8 Pages

  

 

(h) ¨A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

  

(i) ¨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) ¨A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);

 

(k) ¨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: _________________

 

Item 4.Ownership:

 

Provide the following information regarding the aggregate number and percentage of class of securities of the issuer identified in Item 1.

 

(a)Amount beneficially owned: 1,266,998

 

(b)Percent of Class: 6.1%

 

(c)Number of shares as to which such person has:

 

(i)sole power to vote or to direct the vote: 0

 

(ii)shared power to vote or to direct the vote: 1,266,998

 

(iii)sole power to dispose or to direct the disposition of: 0

 

(iv)shared power to dispose or to direct the disposition of: 1,266,998

 

 

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 5 percent of the class of securities, check the following ¨.

 

Gloria Gorguze has ceased to be a beneficial owner of more than 5 percent of the class of securities.

 

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

 

 
 
Cusip No. 69345P103 13G Page 7 of 8 Pages

 

 

Item 8.Identification and Classification of Members of the Group:

 

Not applicable

 

Item 9.Notice of Dissolution of Group:

 

Not applicable

 

 
 

Cusip No. 69345P103 13G Page 8 of 8 Pages

 

 

Item 10.Certifications:

 

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.

 

SIGNATURE

 

After reasonable inquiry and to the best of its knowledge and belief, I certify (the undersigned certifies) that the information set forth in this statement is true, complete and correct.

 

 

 

Dated: February 14, 2013

 

  /s/ Vincent T. Gorguze
  Vincent T. Gorguze
   
   
  /s/ Gloria Gorguze
  Gloria Gorguze
   
   
   
  Vincent and Gloria Gorguze Trust dated 3/27/98
   
   
   
  /s/ Vincent T. Gorguze
  Vincent T. Gorguze, Co-Trustee

 

 

 EX-99.1 2 v335201_ex99-1.htm JOINT FILING AGREEMENT

Exhibit 99.1

 

 

EXHIBIT 99.1 - JOINT FILING AGREEMENT

 

 

 

The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.


In accordance with Rule 13d-1(k)(1) promulgated under the Securities and Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other on behalf of each of them of to such a statement on Schedule 13G with respect to the common stock of beneficially owned by each of them. This Joint Filing Agreement shall be included as an exhibit to such Schedule 13G.

 

 

 

Dated: February 14, 2013

  

 

  /s/ Vincent T. Gorguze
  Vincent T. Gorguze
   
   
  /s/ Gloria Gorguze
  Gloria Gorguze
   
   
   
  Vincent and Gloria Gorguze Trust dated 3/27/98
   
   
   
  /s/ Vincent T. Gorguze
  Vincent T. Gorguze, Co-Trustee