0000947871-17-000951.txt : 20171120 0000947871-17-000951.hdr.sgml : 20171120 20171120160355 ACCESSION NUMBER: 0000947871-17-000951 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20171120 DATE AS OF CHANGE: 20171120 GROUP MEMBERS: JOHN A. BARTHOLDSON GROUP MEMBERS: JUNIPER HF INVESTORS II, LLC GROUP MEMBERS: JUNIPER INVESTMENT COMPANY, LLC GROUP MEMBERS: JUNIPER TARGETED OPPORTUNITY FUND, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ALLIED MOTION TECHNOLOGIES INC CENTRAL INDEX KEY: 0000046129 STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825] IRS NUMBER: 840518115 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-06285 FILM NUMBER: 171213766 BUSINESS ADDRESS: STREET 1: 455 COMMERCE DRIVE, SUITE 4 CITY: AMHERST STATE: NY ZIP: 14228-2313 BUSINESS PHONE: 716-242-8634 MAIL ADDRESS: STREET 1: 455 COMMERCE DRIVE, SUITE 4 CITY: AMHERST STATE: NY ZIP: 14228-2313 FORMER COMPANY: FORMER CONFORMED NAME: HATHAWAY CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: HATHAWAY INSTRUMENTS INC DATE OF NAME CHANGE: 19820916 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MICHAS ALEXIS P CENTRAL INDEX KEY: 0001044005 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 940 WINTER STREET STREET 2: C/O PERKINELMER CITY: WALTHAM STATE: MA ZIP: 02451 SC 13D/A 1 ss68281_sc13da.htm AMENDMENT NO. 4
 


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Allied Motion Technologies Inc.

(Name of Issuer)
Common Stock, no par value

(Title of Class of Securities)
019330109 (CUSIP Number)
Alexis P. Michas
Juniper Investment Company, LLC
555 Madison Avenue, 24th Floor
New York, New York 10022
(212) 339-8500

(Name, Address and Telephone Number of Person Authorized
 to Receive Notices and Communications)
November 16, 2017

(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 § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box ☐.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7(b) for other parties to whom copies are to be sent.
* 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).
 
 

 
 
SCHEDULE 13D
 
CUSIP No.  019330109
 
Page 2 of 10 Pages
         
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Juniper Targeted Opportunity Fund, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
 
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See Instructions)
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Deleware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
612,264
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
612,264
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
612,264
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.5%
14
TYPE OF REPORTING PERSON (See Instructions)
 
PN
 
 
Page 2 of 10

 
SCHEDULE 13D
 
CUSIP No.  019330109
 
Page 3 of 10 Pages
         
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Juniper HF Investors II, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
 
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See Instructions)
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Deleware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
612,264
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
612,264
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
612,264
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.5%
14
TYPE OF REPORTING PERSON (See Instructions)
 
PN
 
Page 3 of 10

 
SCHEDULE 13D
 
CUSIP No.  019330109
 
Page 4 of 10 Pages
         
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Juniper Investment Company, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
 
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See Instructions)
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Deleware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
612,264
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
612,264
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
612,264
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.5%
14
TYPE OF REPORTING PERSON (See Instructions)
 
PN
 
Page 4 of 10

 
SCHEDULE 13D
 
CUSIP No.  019330109
 
Page 5 of 10 Pages
         
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Alexis P. Michas
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
 
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See Instructions)
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
612,264*
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
612,264*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
612,264*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)*
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.5%
14
TYPE OF REPORTING PERSON (See Instructions)
 
IN
 
_____________________________
* Excludes 40 shares held by Mr. Michas’s children, as to which Mr. Michas disclaims beneficial ownership.
 
Page 5 of 10

 
SCHEDULE 13D
 
CUSIP No.  019330109
 
Page 6 of 10 Pages
         
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
John A. Bartholdson
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
 
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See Instructions)
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
612,264
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
612,264
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
612,264
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.5%
14
TYPE OF REPORTING PERSON (See Instructions)
 
IN
 
Page 6 of 10

              
Item 1.
Security and Issuer.
Item 1 is hereby amended and restated in its entirety to read as follows:
This Amendment No. 3 to the statement on Schedule 13D (this “Amendment No. 3”) relates to the common stock, no par value (the “Shares”), of Allied Motion Technologies Inc., a Colorado corporation (the “Issuer”), and hereby amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission on February 28, 2013 (the “Initial Schedule”), as amended by Amendment No. 1 filed on August 30, 2013 (the “Amendment No. 1”, as amended by Amendment No. 2 filed on April 8, 2015 (the “Amendment No. 2”, as amended by Amendment No. 3 filed on September 1, 2017 (the “Amendment No. 3” and together with the Initial Schedule, the “Schedule 13D”).  Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Schedule 13D.  All items or responses not described herein remain as previously reported in the Schedule 13D.  The Issuer’s principal executive offices are located at 495 Commerce Drive, Amherst, NY 14228.
Item 3.          Source and Amount of Funds or Other Consideration.
The Shares held by Juniper Targeted Opportunity Fund, L.P. that are the subject of this Schedule 13D were purchased with funds obtained through capital contributions from investors in Juniper Targeted Opportunity Fund, L.P.  Such Shares were purchased in open market purchases for an aggregate purchase price of approximately $4,341,000, excluding brokerage commissions.
Item 4.          Purpose of Transaction.
This Amendment No. 4 to the Statement relates to the transactions by the Reporting Persons more fully described in Item 5 below.
The Shares initially had been acquired by the Reporting Persons for the purpose of making an investment in the Issuer and not with the intention of acquiring control of the Issuer’s business.
Item 5.          Interest in Securities of the Issuer.
Item 5 the Schedule 13D is hereby amended and restated in its entirety to read as follows:
The responses of the Reporting Persons to Rows (11) through (13) of the cover pages of this Schedule 13D are incorporated herein by reference.
(a)          The percentages used herein are calculated based upon 9,452,969 Shares outstanding at November 1, 2017, as set forth in the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2017.
 
Page 7 of 10

 
As of the date of this Schedule 13D, the Reporting Persons beneficially owned in the aggregate 612,264 Shares, constituting approximately 6.5% of the then outstanding Shares.  As of the date of this Schedule 13D, the Reporting Persons may be deemed to have direct beneficial ownership of the Shares as follows:
(i)          Juniper Targeted Opportunity Fund, L.P. (“Juniper Targeted Opportunity Fund”) beneficially owned 612,264 Shares, constituting approximately 6.5% of the then outstanding Shares.
(ii)          Juniper HF Investors II, LLC (“Juniper HF Investors”), as the general partner of Juniper Targeted Opportunity Fund, may be deemed to own beneficially (as that term is defined in Rule 13d-3 under the Act) 612,264 Shares, constituting approximately 6.5% of the then outstanding Shares.  Juniper HF Investors disclaims beneficial ownership of such Shares for all other purposes.
(iii)          Juniper Investment Company, LLC (“Juniper Investment Company”),  as the investment advisor of Juniper Targeted Opportunity Fund, may be deemed to own beneficially (as that term is defined in Rule 13-d under the Act) 612,264 Shares, constituting approximately 6.5% of the then outstanding Shares.  Juniper Investment Company disclaims beneficial ownership of such Shares for all other purposes.
(iv)          Each of Messrs. Michas and Bartholdson, as the managing members of Juniper HF Investors and Juniper Investment Company, may be deemed to own beneficially (as that term is defined in Rule 13d-3 under the Act) 612,264  Shares, constituting approximately 6.5% of the then outstanding Shares.  Messrs. Michas and Bartholdson disclaim beneficial ownership of such Shares for all other purposes.  In addition, with respect to Mr. Michas, this excludes 40 Shares held by Mr. Michas’s children, as to which Shares Mr. Michas disclaims beneficial ownership.
(b)          Juniper Targeted Opportunity Fund has the power to vote or direct the vote of 612,264 Shares and the power to dispose or direct the disposition of such Shares.  Juniper HF Investors, Juniper Investment Company and Messrs. Michas and Bartholdson may be deemed to share with Juniper Targeted Opportunity Fund the power to vote or to direct the vote and to dispose or to direct the disposition of such Shares.
(c)          Set forth on Exhibit A to this Schedule 13D is a list of transactions in the Shares effected by Juniper Targeted Opportunity Fund in the past sixty days.  These transactions were all effected in the open market through a broker.  Except for the foregoing, no other transactions in the Shares were effected by the Reporting Persons during the sixty days prior to the date of this Schedule 13D.
(d)          To the knowledge of the Reporting Persons, no person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares that are the subject of this Schedule 13D.
(e)          Not applicable.
 
Page 8 of 10

 
Item 6.          Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
The response to Item 3 is incorporated herein by reference.
Except as described above or elsewhere in this Schedule 13D or incorporated by reference in this Schedule 13D, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between any of the Reporting Persons or between any of the Reporting Persons and any other person with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.
Item 7.       Materials to be Filed as Exhibits.
Exhibit A:
Schedule of Transactions
Exhibit B:
Joint Filing Agreement  (incorporated by reference to the Issuer’s Schedule 13D filed with the Securities and Exchange Commission on March 1, 2013)
 
 
 
 
 
 
 
Page 9 of 10

 
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:  November 20, 2017

 
JUNIPER TARGETED OPPORTUNITY FUND, L.P.
 
 
 
 
 
 
By:
Juniper HF Investors II, LLC, its General Partner
 
 
 
 
 
 
 
 
 
 
By:
/s/ John A. Bartholdson
 
 
Name:
John A. Bartholdson
 
 
Title:
Managing Member
 
 
 
 
 
 
 
 
 
 
JUNIPER HF INVESTORS II, LLC
 
 
 
 
 
 
 
 
 
 
By:
/s/ John A. Bartholdson
 
 
Name:
John A. Bartholdson
 
  Title: Managing Member  
 
 
 
 
       
  JUNIPER INVESTMENT COMPANY, LLC  
       
       
  By: /s/ John A. Bartholdson  
  Name: John A. Bartholdson  
  Title: Managing Member  
       
       
  By: /s/ Alexis P. Michas  
 
ALEXIS P. MICHAS
 
       
       
  By: /s/ John A. Bartholdson  
 
JOHN A. BARTHOLDSON 
 


 



 


 
Page 10 of 10

EX-99.A 2 ss68281_ex99a.htm SCHEDULE OF TRANSACTIONS

EXHIBIT A

SCHEDULE OF TRANSACTIONS

Effected by the Juniper Targeted Opportunity Fund, L.P.:
Date of Transaction
Number of Shares Sold
Price Per Share*
Low Price
High Price
November 2, 2017
61,896
$30.03
$29.90
$30.25
November 6, 2017
439
$34.00
$34.00
$34.00
November 9, 2017
5,000
$32.16
$32.00
$32.76
November 10, 2017
400
$32.02
$32.00
$32.08
November 13, 2017
8,653
$32.04
$32.00
$32.30
November 14, 2017
400
$32.07
$32.00
$32.17
November 15, 2017
1,524
$32.05
$32.00
$32.13
November 16, 2017
15,000
$32.34
$32.00
$32.50
November 17, 2017
6,504
$32.12
$32.00
$32.34
 
 
Effected by Alexis P. Michas:
Date of Transaction
Number of Shares Sold
Price Per Share
November 16, 2017
6,957
$32.50


*The Price Per Share reported above is a weighted average price. The Shares were sold in multiple transactions at a range of prices as reflected in the table above. Upon request, the Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the SEC full information regarding the Shares purchased at each separate price within the ranges set forth above.