0001600141-15-000001.txt : 20150219 0001600141-15-000001.hdr.sgml : 20150219 20150217193501 ACCESSION NUMBER: 0001600141-15-000001 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150218 DATE AS OF CHANGE: 20150217 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COMMAND SECURITY CORP CENTRAL INDEX KEY: 0000864509 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-DETECTIVE, GUARD & ARMORED CAR SERVICES [7381] IRS NUMBER: 141626307 STATE OF INCORPORATION: NY FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-53751 FILM NUMBER: 15625295 BUSINESS ADDRESS: STREET 1: 512 HERNDON PARKWAY, SUITE A STREET 2: VAN BUREN OFFICE PARK CITY: HERNDON STATE: VA ZIP: 20170 BUSINESS PHONE: 9144543703 MAIL ADDRESS: STREET 1: 512 HERNDON PARKWAY, SUITE A STREET 2: VAN BUREN OFFICE PARK CITY: HERNDON STATE: VA ZIP: 20170 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ISF Management LLC CENTRAL INDEX KEY: 0001600141 IRS NUMBER: 061584083 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 1345 AVENUE OF THE AMERICAS STREET 2: 3RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10105 BUSINESS PHONE: 6462933700 MAIL ADDRESS: STREET 1: 1345 AVENUE OF THE AMERICAS STREET 2: 3RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10105 SC 13G/A 1 moc_13ga.htm SC 13G/A moc_13g.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G
Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

Command Security Corporation

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

20050L100

(CUSIP Number)

December 31, 2014

(Date of Event Which Requires Filing of this Statement)

¨ Rule 13d-1(b)

ýRule 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 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.

ISF Management LLC

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)     ¨

(b)     ý

(3)

SEC Use Only

(4)

Citizenship or Place of Organization

DELAWARE

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON WITH

(5)

Sole Voting Power

493,513

(6)

Shared Voting Power

0

(7)

Sole Dispositive Power

493,513

(8)

Shared Dispositive Power

0

(9)

Aggregate Amount Beneficially Owned by Each Reporting Person

0

(10)

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

¨

(11)

Percent of Class Represented by Amount in Row (9)

5.08%

(12)

Type of Reporting Person (See Instructions)

IA








 

2


 

(1)

Names of Reporting Persons.

MATTHEW SHEFLER

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)     ¨

(b)     ý

(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

493,513

(6)

Shared Voting Power

0

(7)

Sole Dispositive Power

493,513

(8)

Shared Dispositive Power

0

(9)

Aggregate Amount Beneficially Owned by Each Reporting Person

0

(10)

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

¨

(11)

Percent of Class Represented by Amount in Row (9)

5.08%

(12)

Type of Reporting Person (See Instructions)

IN









 

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Item 1(a).  Name of Issuer:

Command Security Corporation

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

Lexington Park

LaGrangeville, NY 12540

Item 2(a).  Names of Persons Filing:

ISF Management LLC(“ISF Management”)

Matthew Shefler

The principal business address of each reporting person is 1345 Avenue of the Americas, 3rd Floor, New York, NY 10105 

Item 2(c).  Citizenship:

Reference is made to Item 4 of pages 2–3 of this Schedule 13G (this “Schedule”), which Items are incorporated by reference herein.

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

Common Stock, $.001 par value per share

Item 2(e).  CUSIP Number:

20050L100

Item 3.      If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-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 §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);

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¨     (h)    A savings associations 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 of 1940 (15 U.S.C. 80a-3);

¨     (j)    Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4.      Ownership.

Reference is hereby made to Items 5-9 and 11 of pages 2 - 3 of this Schedule, which Items are incorporated by reference herein.

The securities to which this Schedule relates (the “Securities”) are owned by certain investment limited partnerships for which ISF Management serves as general partner and/or investment manager.  ISF Management as those investment limited partnerships’ general partner and/or investment manager, and Matthew Shefler, as Managing Member of ISF Management, may therefore be deemed to beneficially own Securities owned by such investment limited partnerships for the purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Act”), insofar as they may be deemed to have the power to direct the voting or disposition of those Securities.

Neither the filing of this Schedule nor any of its contents shall be deemed to constitute an admission that ISF Management or Matthew Shefler is, for any other purpose, the beneficial owner of any of the Securities, and each of ISF Management and Matthew Shefler disclaims beneficial ownership as to the Securities, except to the extent of his or its pecuniary interests therein. 

Under the definition of “beneficial ownership” in Rule 13d-3 under the Act, it is also possible that the individual general partners, executive officers, and members of the foregoing entities might be deemed the “beneficial owners” of some or all of the Securities insofar as they may be deemed to share the power to direct the voting or disposition of the Securities.  Neither the filing of this Schedule nor any of its contents shall be deemed to constitute an admission that any of such individuals is, for any purpose, the beneficial owner of any of the Securities, and such beneficial ownership is expressly disclaimed.

The calculation of percentage of beneficial ownership in item 11 of pages 2 - 5 was derived from the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 12, 2014, in which the Issuer stated that the shares of Common Stock, par value $0.001 per share outstanding as of October 31, 2014 was 9,718,870.  

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  [].

Item 6.      Ownership of More than Five Percent on Behalf of Another Person.

ISF Management LLC serves as general partner and/or investment manager to certain investment limited partnerships that have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Securities.  Other than as reported in this Schedule, no investment limited partnership’s holdings exceed five percent of the Issuer’s common stock.

Item 7.      Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

Not Applicable.

5


 

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 the undersigned certify that, to the best of their 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.

Signature

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

Dated:  February 13, 2014

ISF Management LLC

By:  /s/ Matthew Shefler

Matthew Shefler
Managing Member

 

 

/s/ Matthew Shefler

Matthew Shefler

 

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