UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
Amendment No. 3
Truett-Hurst, Inc.
(Name
of Issuer)
Class A Common Stock
(Title of Class of
Securities)
897871109
(CUSIP Number)
March 31, 2015
(Date of Event which Requires
Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[X] Rule 13d-1(b)
[ ] Rule 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 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 |
| North Star Investment Management Corporation | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| (SEE INSTRUCTIONS) | |
| (a) [ ] | |
| (b) [ ] | |
| 3. | SEC USE ONLY |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION |
| Delaware | |
| 5. | ||
| NUMBER OF | SOLE VOTING POWER | |
| SHARES | 788,100 | |
| 6. | ||
| BENEFICIALLY | SHARED VOTING POWER | |
| OWNED BY | 0 | |
| 7. | ||
| EACH | SOLE DISPOSITIVE POWER | |
| REPORTING | 788,100 | |
| 8. | ||
| PERSON | SHARED DISPOSITIVE POWER | |
| WITH | 36,525 | |
| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 9. | 824,625 |
| CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | |
| 10. | (SEE INSTRUCTIONS) [ ] |
| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |
| 11. | 21.4% (See Item 4 below) |
| 12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
| IA | |
Item 1 (a) Name of Issuer
Truett-Hurst, Inc.
Item 1 (b) Address of Issuer’s Principal Executive Offices
125 Foss Creek Circle, Healdsburg, California 95448
Item 2 (a) Name of Person Filing
North Star Investment Management Corporation
Item 2 (b) Address of Principal Business Office or, if None, Residence
20 N. Wacker Drive, Suite 1416, Chicago, Illinois 60606.
Item 2 (c) Citizenship
Delaware
Item 2 (d) Title of Class of Securities
Class A Common Stock
Item 2 (e) CUSIP Number
897871109
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:
| (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) | [X] |
An investment adviser in accordance with §240.13d-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); |
| (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); |
Item 4 Ownership
Set forth below in this Item 4 is information regarding the beneficial ownership of the Issuer’s Class A Common Stock as of March 31, 2015. The percentages set forth below are calculated based on 3,857,986 shares of Class A Common Stock outstanding, as reported in the Issuer’s Form 10-Q for the period ended December 31, 2014 (filed February 13, 2015).
| (a) |
Amount beneficially owned: 824,625 shares |
| (b) |
Percent of class: 21.4% |
| (c) |
Number of shares as to which such person had: |
| (i) |
Sole power to vote or to direct the vote: 788,100 | |
| (ii) |
Shared power to vote or to direct the vote: 0 | |
| (iii) |
Sole power to dispose or to direct the disposition: 788,100 | |
| (iv) |
Shared power to dispose or to direct the disposition: 36,525 |
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
As of March 31, 2015, the following persons were known to the Reporting Person to have the right to receive dividends from, or the proceeds from the sale of more than 5% of the Class A Common Stock of the Issuer:
North Star Micro Cap Fund
North Star 10 10 Fund L.P.
Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
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 acquired and are held in the ordinary course of business and 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.
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.
Dated: April 10, 2015
NORTH STAR INVESTMENT MANAGEMENT CORPORATION
By: /s/ Peter Gottlieb
Name: Peter
Gottlieb
Title: President