0000921895-15-002105.txt : 20150918 0000921895-15-002105.hdr.sgml : 20150918 20150918101634 ACCESSION NUMBER: 0000921895-15-002105 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150918 DATE AS OF CHANGE: 20150918 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ATRM Holdings, Inc. CENTRAL INDEX KEY: 0000908598 STANDARD INDUSTRIAL CLASSIFICATION: PREFABRICATED WOOD BLDGS & COMPONENTS [2452] IRS NUMBER: 411439182 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43601 FILM NUMBER: 151114684 BUSINESS ADDRESS: STREET 1: 2350 HELEN STREET CITY: NORTH ST PAUL STATE: MN ZIP: 55109 BUSINESS PHONE: 6517702000 MAIL ADDRESS: STREET 1: 2350 HELEN STREET CITY: NORTH ST PAUL STATE: MN ZIP: 55109 FORMER COMPANY: FORMER CONFORMED NAME: AETRIUM INC DATE OF NAME CHANGE: 19930702 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Lone Star Value Management LLC CENTRAL INDEX KEY: 0001589350 IRS NUMBER: 462567817 STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 53 FOREST AVENUE, 1ST FLOOR CITY: OLD GREENWICH STATE: CT ZIP: 06870 BUSINESS PHONE: (203) 542-0235 MAIL ADDRESS: STREET 1: 53 FOREST AVENUE, 1ST FLOOR CITY: OLD GREENWICH STATE: CT ZIP: 06870 SC 13D/A 1 sc13da1109482019_09162015.htm AMENDMENT NO. 11 TO THE SCHEDULE 13D sc13da1109482019_09162015.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

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

(Amendment No. 11)1

ATRM Holdings, Inc.
(Name of Issuer)

Common Stock, par value $0.001 per share
(Title of Class of Securities)

04964A103
(CUSIP Number)
 
JEFFREY E. EBERWEIN
LONE STAR VALUE MANAGEMENT, LLC
53 Forest Avenue, 1st Floor
Old Greenwich, Connecticut 06870
(203) 489-9500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

September 16, 2015
(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box x.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.


_______________
1              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 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. 04964A103
 
1
NAME OF REPORTING PERSON
 
   Lone Star Value Investors, LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) x
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
            WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
1,067,885
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
1,067,885
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,067,885
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
47.1%
14
TYPE OF REPORTING PERSON
 
PN
 
 
2
 
CUSIP NO. 04964A103
 
1
NAME OF REPORTING PERSON
 
Lone Star Value Investors GP, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) x
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
1,067,885
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
1,067,885
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,067,885
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
47.1%
14
TYPE OF REPORTING PERSON
 
OO

 
3
 
CUSIP NO. 04964A103
 
1
NAME OF REPORTING PERSON
 
Lone Star Value Management, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) x
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Connecticut
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
1,067,885
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
1,067,885
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,067,885
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
47.1%
14
TYPE OF REPORTING PERSON
 
OO

 
4
 
CUSIP NO. 04964A103
 
1
NAME OF REPORTING PERSON
 
Jeffrey E. Eberwein
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) x
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
1,067,885
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
1,067,885
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,067,885*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
47.1%
14
TYPE OF REPORTING PERSON
 
IN
 
* Excludes 10,000 shares of unvested restricted stock that were granted to Mr. Eberwein in connection with his service as a director of the Issuer, which do not vest until June 2016.
 
 
5
 
CUSIP NO. 04964A103
 
The following constitutes Amendment No. 11 to the Schedule 13D filed by the undersigned (“Amendment No. 11”).  This Amendment No. 11 amends the Schedule 13D as specifically set forth herein.
 
Item 1.
Security and Issuer.

Item 1 is hereby amended and restated to read as follows:
 
This statement relates to the Common Stock, $0.001 par value per share (the “Shares”), ATRM Holdings, Inc., a Minnesota corporation (the “Issuer”).  The address of the principal executive offices of the Issuer is 3050 Echo Lake Avenue, Suite 300, Mahtomedi, Minnesota 55115.
 
Item 3.
Source and Amount of Funds or Other Consideration.
 
Item 3 is hereby amended and restated to read as follows:
 
The Shares purchased by Lone Star Value Investors were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted. The aggregate purchase price of the 1,067,885 Shares directly owned by Lone Star Value Investors is approximately $3,619,201, including brokerage commissions, of which 60,588 Shares were acquired from Mr. Eberwein in an internal transfer, 107,297 Shares were acquired pursuant to the conversion of the $500,000 of principal of the convertible promissory note issued to Lone Star Value Investors by the Issuer on April 1, 2014, and 900,000 Shares were acquired pursuant to the Issuer’s Rights Offering (as defined below).
 
Item 5.
Interest in Securities of the Issuer.
 
Items 5(a) – (c) are hereby amended and restated to read as follows:
 
The aggregate percentage of Shares reported owned by each person named herein is based upon 2,266,219 Shares outstanding as of September 17, 2015, which is the total number of Shares outstanding following the closing of the Rights Offering, as reported to the Reporting Persons by the Issuer.
 
A.
Lone Star Value Investors
 
 
(a)
As of the close of business on September 17, 2015, Lone Star Value Investors beneficially owned 1,067,885 Shares.
 
Percentage: Approximately 47.1%
 
 
(b)
1. Sole power to vote or direct vote: 1,067,885
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 1,067,885
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
The transactions in the Shares by Lone Star Value Investors during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
 
 
6
 
CUSIP NO. 04964A103
 
B.
Lone Star Value GP
 
 
(a)
Lone Star Value GP, as the general partner of Lone Star Value Investors, may be deemed the beneficial owner of the 1,067,885 Shares owned by Lone Star Value Investors.
 
Percentage: Approximately 47.1%
 
 
(b)
1. Sole power to vote or direct vote: 1,067,885
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 1,067,885
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
Lone Star Value GP has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of Lone Star Value Investors during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
 
C.
Lone Star Value Management
 
 
(a)
Lone Star Value Management, as the investment manager of Lone Star Value Investors, may be deemed the beneficial owner of the 1,067,885 Shares owned by Lone Star Value Investors.
 
Percentage: Approximately 47.1%
 
 
(b)
1. Sole power to vote or direct vote: 1,067,885
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 1,067,885
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
Lone Star Value Management has not entered into any transactions in the Shares during the past sixty days.  The transactions in the Shares on behalf of Lone Star Value Investors during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
 
D.
Mr. Eberwein
 
 
(a)
Mr. Eberwein, as the manager of Lone Star Value GP and sole member of Lone Star Value Management, may be deemed the beneficial owner of the 1,067,885 Shares owned by Lone Star Value Investors.
 
Percentage: Approximately 47.1%
 
 
(b)
1. Sole power to vote or direct vote: 1,067,885
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 1,067,885
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
Mr. Eberwein has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares on behalf of Lone Star Value Investors during the past sixty days are set forth in Schedule A and are incorporated herein by reference.

The Reporting Persons, as members of a “group” for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Person.  Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.
 
 
7
 
CUSIP NO. 04964A103
 
Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
 
Item 6 is hereby amended to add the following:

The Issuer distributed to each stockholder of record on July 27, 2015 one non-transferable subscription right for each Share owned by the stockholder, with each subscription right entitling the stockholder to purchase one Share at a price of $3.00 per Share (the “Rights Offering”). On September 16, 2015, Lone Star Value Investors fully exercised the 167,885 subscription rights it received in the Rights Offering, and then exercised its over-subscription privilege to acquire an additional 732,115 Shares, thereby acquiring an aggregate of 900,000 Shares.
 
 
8
 
CUSIP NO. 04964A103
 
SIGNATURES
 
After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Dated:  September 18, 2015

 
LONE STAR VALUE INVESTORS, LP
   
 
By:
Lone Star Value Investors GP, LLC
General Partner
   
 
By:
/s/ Jeffrey E. Eberwein
   
Name:
Jeffrey E. Eberwein
   
Title:
Manager


 
LONE STAR VALUE INVESTORS GP, LLC
   
   
 
By:
/s/ Jeffrey E. Eberwein
   
Name:
Jeffrey E. Eberwein
   
Title:
Manager


 
LONE STAR VALUE MANAGEMENT, LLC
   
   
 
By:
/s/ Jeffrey E. Eberwein
   
Name:
Jeffrey E. Eberwein
   
Title:
Sole Member


 
/s/ Jeffrey E. Eberwein
 
JEFFREY E. EBERWEIN
 
 
9
 
CUSIP NO. 04964A103
 
SCHEDULE A
 
Transactions in the Shares During the Past Sixty Days
 
Shares of Common Stock
Purchased
Price Per
Share($)
Date of
Purchase

LONE STAR VALUE INVESTORS, LP

167,885*
  
3.0000
09/16/2015
732,115*
  
3.0000
09/16/2015
 
 
 

 

* Represents Shares purchased in connection with the Rights Offering.