0001172661-24-000429.txt : 20240202 0001172661-24-000429.hdr.sgml : 20240202 20240202140705 ACCESSION NUMBER: 0001172661-24-000429 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20240202 DATE AS OF CHANGE: 20240202 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Bowman Consulting Group Ltd. CENTRAL INDEX KEY: 0001847590 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] ORGANIZATION NAME: 07 Trade & Services IRS NUMBER: 541762351 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-92532 FILM NUMBER: 24590175 BUSINESS ADDRESS: STREET 1: 12355 SUNRISE VALLEY DRIVE STREET 2: SUITE 520 CITY: RESTON STATE: VA ZIP: 20191 BUSINESS PHONE: 703-464-1000 MAIL ADDRESS: STREET 1: 12355 SUNRISE VALLEY DRIVE STREET 2: SUITE 520 CITY: RESTON STATE: VA ZIP: 20191 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Pembroke Management, LTD CENTRAL INDEX KEY: 0001063497 ORGANIZATION NAME: IRS NUMBER: 000000000 STATE OF INCORPORATION: A8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 1002 SHERBROOKE STREET WEST STREET 2: SUITE 1700 CITY: MONTREAL STATE: A8 ZIP: H3A 3S4 BUSINESS PHONE: 514-848-1991 MAIL ADDRESS: STREET 1: 1002 SHERBROOKE STREET WEST STREET 2: SUITE 1700 CITY: MONTREAL STATE: A8 ZIP: H3A 3S4 FORMER COMPANY: FORMER CONFORMED NAME: PEMBROKE MANAGEMENT LTD DATE OF NAME CHANGE: 19980605 SC 13G/A 1 pembroke-bwmn123123a1.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

 

SCHEDULE 13G/A

 

Under the Securities Exchange Act of 1934

(Amendment No. 1)*



BOWMAN CONSULTING GROUP LTD.

(Name of Issuer)

 

Common Stock, $0.01 par value

(Title of Class of Securities)

 

103002101

(CUSIP Number)

 

 

December 31, 2023
(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)

o Rule 13d-1(c)

o 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).

 
 

CUSIP No.  103002101
 SCHEDULE 13G/A
Page 2 of 6 Pages

 

         
1
NAME OF REPORTING PERSONS
 
Pembroke Management Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Canada
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
604,663
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
604,663
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
604,663
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
4.13%
12
TYPE OF REPORTING PERSON
 
IA

 
 

 

CUSIP No. 103002101
 SCHEDULE 13G/A
Page 3 of 6 Pages

 

Item 1.(a) Name of Issuer

BOWMAN CONSULTING GROUP LTD.

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

12355 Sunrise Valley Drive, Suite 520

Reston, Virginia 20191

Item 2.(a, b, c) Names of Person Filing, Address of Principal Business Office, Citizenship:

Pembroke Management Ltd., 1002 Sherbrooke Street W, Suite 1700, Montreal QC H3A 3S4, Canada

  

Item 2.(d) Title of Class of Securities

Common Stock, $0.01 par value (the “Common Stock”)

 

Item 2.(e) CUSIP No.:

103002101

 

CUSIP No.  103002101
 SCHEDULE 13G/A
Page 4 of 6 Pages

 

 

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) 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 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) ¨ A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
 
  (k) ¨ A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:                            
       

 

CUSIP No. 103002101
 SCHEDULE 13G/A
Page 5 of 6 Pages

 

 

Item 4. Ownership

Information with respect to the Reporting Person’s ownership of the Common Stock as of December 31, 2022, is incorporated by reference to items (5) - (9) and (11) of the cover page for the Reporting Person.

The amount beneficially owned by the Reporting Person is determined based on 14,648,595 shares of Common Stock outstanding as of September 30, 2023, as the Issuer reported in its Form 10-Q filed with the SEC on November 7, 2023.

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 [X].

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

Not Applicable.

Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

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.

 

 
CUSIP No. 103002101
 SCHEDULE 13G/A
Page 6 of 6 Pages

 

 

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: February 2, 2024

 

 

 

 

Pembroke Management Ltd.

By:  Michael McLaughlin

       
  By:  /s/ Michael McLaughlin
    Michael McLaughlin | Director / CFO