Schedule 13G Amendment No. 3

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AB02HsMBV4qmqc5rJhc8F6MQgQsp1OHnb+MYLkq+ty1+WUrJLAJOsGiIW4MNV8Vb qlkH2SFXEuPiGtk/B9eqaA== 0001193125-07-021259.txt : 20070206 0001193125-07-021259.hdr.sgml : 20070206 20070206151322 ACCESSION NUMBER: 0001193125-07-021259 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070206 DATE AS OF CHANGE: 20070206 GROUP MEMBERS: CHRISTOPHER HARWOOD BERNARD MILLS GROUP MEMBERS: NORTH ATLANTIC SMALLER COMPANIES INVESTMENT TRUST PLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: STERLING CONSTRUCTION CO INC CENTRAL INDEX KEY: 0000874238 STANDARD INDUSTRIAL CLASSIFICATION: HEAVY CONSTRUCTION OTHER THAN BUILDING CONST - CONTRACTORS [1600] IRS NUMBER: 251655321 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-41786 FILM NUMBER: 07584190 BUSINESS ADDRESS: STREET 1: 2751 CENTERVILLE RD. STREET 2: SUITE 3131 CITY: WILMINGTON STATE: DE ZIP: 19803 BUSINESS PHONE: 3024789170 MAIL ADDRESS: STREET 1: 3365 SPRUCE LANE CITY: GRAPEVINE STATE: TX ZIP: 76051 FORMER COMPANY: FORMER CONFORMED NAME: OAKHURST CO INC DATE OF NAME CHANGE: 19950831 FORMER COMPANY: FORMER CONFORMED NAME: OAKHURST CAPITAL INC DATE OF NAME CHANGE: 19931130 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NORTH ATLANTIC VALUE LLP CENTRAL INDEX KEY: 0001280474 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: RYDER COURT, 14 RYDER ST. CITY: LONDON STATE: A1 ZIP: 00000 SC 13G/A 1 dsc13ga.htm SCHEDULE 13G AMENDMENT NO. 3 Schedule 13G Amendment No. 3

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

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(b)

(Amendment No. 3)*

STERLING CONSTRUCTION COMPANY, INC.

(Name of issuer)

Common Stock, par value $0.01 per share

(Title of class of securities)

672202108

(CUSIP number)

December 31, 2006

(Dates of Events which Require Filing of this Statement)

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

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ Rule 13d-1(d)


CUSIP No. 672202108		SCHEDULE 13G		Page 2 of 10


1.		NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

		North Atlantic Smaller Companies Investment Trust plc No IRS Identification Number
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
		(a) ¨
		(b) x
3.		SEC USE ONLY

4.		CITIZENSHIP OR PLACE OF ORGANIZATION

		England


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5. SOLE VOTING POWER

		0
		6. SHARED VOTING POWER

		681,400
		7. SOLE DISPOSITIVE POWER

		0
		8. SHARED DISPOSITIVE POWER

		681,400


9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	681,400
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	6.3%
12.	TYPE OF REPORTING PERSON*

	IV, CO

*SEE INSTRUCTIONS BEFORE FILLING OUT!


CUSIP No. 672202108		SCHEDULE 13G		Page 3 of 10


1.		NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

		Christopher Harwood Bernard Mills No IRS Identification Number
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
		(a) ¨
		(b) x
3.		SEC USE ONLY

4.		CITIZENSHIP OR PLACE OF ORGANIZATION

		England


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5. SOLE VOTING POWER

		13,207
		6. SHARED VOTING POWER

		681,400
		7. SOLE DISPOSITIVE POWER

		13,207
		8. SHARED DISPOSITIVE POWER

		681,400


9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	694,607
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	¨

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	6.4%
12.	TYPE OF REPORTING PERSON*

	IN

*SEE INSTRUCTIONS BEFORE FILLING OUT!


CUSIP No. 672202108		SCHEDULE 13G		Page 4 of 10


1.		NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

		North Atlantic Value LLP No IRS Identification Number
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
		(a) ¨
		(b) x
3.		SEC USE ONLY

4.		CITIZENSHIP OR PLACE OF ORGANIZATION

		England


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5. SOLE VOTING POWER

		0
		6. SHARED VOTING POWER

		681,400
		7. SOLE DISPOSITIVE POWER

		0
		8. SHARED DISPOSITIVE POWER

		681,400


9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	681,400
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	¨

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	6.3%
12.	TYPE OF REPORTING PERSON*

	OO, IA

*SEE INSTRUCTIONS BEFORE FILLING OUT!

AMENDMENT NO. 3 TO

STATEMENT ON SCHEDULE 13G

This Amendment No. 3 to Statement on Schedule 13G (the “Amendment”) amends the Statement on Schedule 13G (the “Schedule 13G”) filed on October 10, 2001, as further amended by the Amendment on Schedule 13G filed on February 14, 2002 and the Amendment No. 2 on Schedule 13G filed on February 10, 2006 with the Securities and Exchange Commission (the “SEC”) by certain of the Filing Parties (defined below).

Item 1

(a).

Name of Issuer:

Sterling Construction Company, Inc. (the “Company”)

(b).

Address of Issuer’s Principal Executive Offices:

20810 Fernbush Lane

Houston, TX 77073

Item 2

(a).

Name of Person Filing.

This Amendment is filed on behalf of the following five parties, who are collectively referred to as the “Filing Parties”:

1. North Atlantic Value LLP (“North Atlantic Value”) is a limited liability partnership organized under the laws of England with its principal office and business at Ryder Court, 14 Ryder Street, London SW1Y 6QB England. North Atlantic Value is a firm authorized by the United Kingdom’s Financial Services Authority and is principally engaged in the business of investment management of active value and private equity investments, as well as to its private clients.

2. Christopher Harwood Bernard Mills is a British citizen whose business address is Ryder Court, 14 Ryder Street, London SW1Y 6QB England. His principal employment includes service as director and chief executive of North Atlantic Smaller Companies Investment Trust plc (“NASCIT”), as chief executive of American Opportunity Trust plc, and as a director of J O Hambro Capital Management Group Limited, J O Hambro Capital Management Limited, the Trident North Atlantic Fund, Oryx International Growth Fund Limited and as a member and the chief investment officer of North Atlantic Value. Mr. Mills is also a member of the Board of Directors of the Company.

3. NASCIT is a corporation organized under the laws of England with its principal office and business at Ryder Court, 14 Ryder Street, London SW1Y 6QB England. NASCIT is a publicly-held investment trust company. Christopher Harwood Bernard Mills is director and chief executive of NASCIT and North Atlantic Value acts as manager

Page 5 of 10


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

		The principal business address of the Filing Parties is c/o North Atlantic Value, Ryder Court, 14 Ryder Street, London SW1Y 6QB England.

Item 2	(c).	Citizenship:

		England

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

		Common Stock, par value $0.01 per share

Item 2	(e).	CUSIP Number:

		672202108

Page 6 of 10


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

				Not Applicable.

Item 4.				Ownership.

				The aggregate number and percentage of the outstanding Common Stock of the Company beneficially owned by each of the Filing Parties are as follows:


Filing Party	Aggregate Number of Shares:	Number of Shares: Sole Power to Vote	Number of Shares: Shared Power to Vote	Number of Shares: Sole or Shared Power to Dispose	Approximate Percentage*

North Atlantic Value	681,400	0	681,400	681,400	6.3	%

Christopher H.B. Mills	694,607	13,207	681,400	694,607	6.4	%

NASCIT	681,400	0	681,400	681,400	6.3	%

*	Based on 10,826,078 shares of Common Stock outstanding as of November 1, 2006 which is based on information reported in the Company’s 10-Q for the quarter ended September 30, 2006.



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 ¨.

Page 7 of 10



Item 6.		Ownership of More than Five Percent on Behalf of Another Person: North Atlantic Value is the investment manager of NASCIT and as such it has the authority to vote or dispose of the Common Stock. Christopher Harwood Bernard Mills is director and chief executive of NASCIT. Christopher Harwood Bernard Mills is also a partner of North Atlantic Value.

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: See Item 2(a).

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 or effect.

Page 8 of 10

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: February 6, 2007


NORTH ATLANTIC VALUE LLP

By:		/s/ Nick Pitt-Lewis
Name:		Nick Pitt-Lewis
Title:		Compliance Officer
Executed on behalf of the parties hereto pursuant to the Amended and Restated Joint Filing Agreement, filed herewith.

Page 9 of 10

Exhibit Index

The following documents are filed herewith or incorporated herein by reference:


Exhibit		Page
(99.1) Joint Filing Agreement dated as of October 10, 2001 among the Filing Parties.		Exhibit 99.1 to the Schedule 13G filed on October 10, 2001.

(99.2) Amended and Restated Joint Filing Agreement dated February 10, 2006 among the Filing Parties.		Exhibit 99.2 to the Amendment to Schedule 13G filed on February 10, 2006.

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