0001104659-18-027141.txt : 20180426 0001104659-18-027141.hdr.sgml : 20180426 20180426153531 ACCESSION NUMBER: 0001104659-18-027141 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20180426 DATE AS OF CHANGE: 20180426 GROUP MEMBERS: MATTHEW D. OCKNER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Akoustis Technologies, Inc. CENTRAL INDEX KEY: 0001584754 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 331229046 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-90360 FILM NUMBER: 18778293 BUSINESS ADDRESS: STREET 1: 9805 NORTHCROSS CENTER COURT, SUITE A CITY: HUNTERSVILLE STATE: NC ZIP: 28078 BUSINESS PHONE: 7026054086 MAIL ADDRESS: STREET 1: 9805 NORTHCROSS CENTER COURT, SUITE A CITY: HUNTERSVILLE STATE: NC ZIP: 28078 FORMER COMPANY: FORMER CONFORMED NAME: DANLAX, CORP. DATE OF NAME CHANGE: 20130820 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COLUMBUS CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0001042113 IRS NUMBER: 943262667 STATE OF INCORPORATION: CA FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: ONE MARKET STREET STREET 2: SUITE 3790 CITY: SAN FRANCISCO STATE: CA ZIP: 94105 BUSINESS PHONE: 4159863064 MAIL ADDRESS: STREET 1: ONE MARKET STREET STREET 2: SUITE 3790 CITY: SAN FRANCISCO STATE: CA ZIP: 94105 SC 13G 1 a18-11190_1sc13g.htm SC 13G

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No.  )*

 

Akoustis Technologies, Inc.

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

00973N102

(CUSIP Number)

December 31, 2017

(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).

 

Continued on following pages

Exhibit Index: Page 8

 



 

CUSIP No.: 00973N102

13G

 

 

 

1.

Names of Reporting Persons.
COLUMBUS CAPITAL MANAGEMENT, LLC

 

 

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
CALIFORNIA

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
1,749,013

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
1,749,013

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,749,013

 

 

10.

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

 

 

11.

Percent of Class Represented by Amount in Row (9)
7.8%

 

 

12.

Type of Reporting Person:
IA

 

2



 

CUSIP No.: 00973N102

13G

 

 

 

1.

Names of Reporting Persons.
MATTHEW D. OCKNER

 

 

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
UNITED STATES OF AMERICA

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
1,749,013

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
1,749,013

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,749,013

 

 

10.

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

 

 

11.

Percent of Class Represented by Amount in Row (9)
7.8%

 

 

12.

Type of Reporting Person:
IN, HC

 

3



 

CUSIP No.: 00973N102

13G

 

 

Item 1(a).

 

Name of Issuer:
Akoustis Technologies, Inc.

Item 1(b).

 

Address of Issuer’s Principal Executive Offices:
9805 Northcross Center Court, Suite A, Huntersville, NC 28078

 

Item 2(a).

 

Name of Person Filing:
This Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):

 

i)      Columbus Capital Management, LLC (“CCM”); and

ii)     Matthew D. Ockner (“Mr. Ockner”).

 

This statement relates to Shares (as defined herein) held for the account of each of Columbus Capital Partners, L.P. (“CCP”) and Columbus Capital QP Partners, L.P. (“CCQP”) and Rovida West Coast Investments Limited (“Rovida”).  CCM is the general partner to CCP and CCQP and an investment advisor to Rovida.  Mr. Ockner is the managing member of CCM.  In such capacities, CCM and Mr. Ockner may be deemed to have voting and dispositive power over the Shares held for the accounts of CCP and CCQP and Rovida.

Item 2(b).

 

Address of Principal Business Office or, if none, Residence:

The address of the principal business office of each of CCM and Mr. Ockner is 1 Embarcadero Center, Suite 1130, San Francisco, CA  94111.

Item 2(c).

 

Citizenship:

i)      CCM is a California limited liability company; and

ii)     Mr. Ockner is a citizen of the United States of America.

Item 2(d).

 

Title of Class of Securities:
Common stock, $0.001 par value (the “Shares”)

Item 2(e).

 

CUSIP Number:
00973N102

 

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:

 

(e)

x

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(g)

x

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).

 

4



 

CUSIP No.: 00973N102

13G

 

 

Item 4.

Ownership:

Item 4(a)

 

Amount beneficially owned:   

As of December 31, 2017, each of CCM and Mr. Ockner may have been deemed the beneficial owner of 1,749,013 Shares.  This amount consists of: (i) 572,227 Shares held for the account of CCP; and (ii) 167,077 Shares held for the account of CCQP; and 1,009,709 for the account of Rovida.

Item 4(b)

 

Percent of class:   

As of December 31, 2017, each of CCM and Mr. Ockner may have been deemed the beneficial owner of approximately 7.8% of Shares outstanding.  (There are approximately 22,321,000 Shares outstanding according to the Issuer at December 31, 2017.)

Item 4(c)

 

Number of shares of which such person has:

 

 

 

CCM and Mr. Ockner:

 

 

(i)

Sole power to vote or direct the vote:   

1,749,013

 

 

(ii)

Shared power to vote or direct the vote:    

0

 

 

(iii)

Sole power to dispose or direct the disposition of:   

1,749,013

 

 

(iv)

Shared power to dispose or direct the disposition of:   

0

 

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 each of the Reporting Persons has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following   o.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person:

CCM serves as general partner to CCP and CCQP and is the investment advisor to Rovida, each of which has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:

See disclosure in Item 2 hereof.

 

Item 8.

Identification and Classification of Members of the Group:

This Item 8 is not applicable.

 

Item 9.

Notice of Dissolution of Group:

This Item 9 is not applicable.

 

5



 

CUSIP No.: 00973N102

13G

 

 

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, other than activities solely in connection with a nomination under Sec. 240.14a-11.

 

Exhibits.

 

Exhibit A               Joint Filing Agreement by and between the Reporting Persons dated December 31, 2017

 

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.

 

March 23, 2018

 

 

COLUMBUS CAPITAL MANAGEMENT, LLC

 

 

 

By:

/s/ Matthew D. Ockner

 

Name:

Matthew D. Ockner

 

Title:

Managing Member

 

 

 

 

MATTHEW D. OCKNER

 

 

 

By:

/s/ Matthew D. Ockner

 

6



 

CUSIP No.: 00973N102

13G

 

 

EXHIBIT INDEX

 

Ex.

 

 

 

Page No.

 

 

 

 

 

A

 

Joint Filing Agreement

 

9

 

7



 

CUSIP No.: 00973N102

13G

 

 

EXHIBIT A

 

JOINT FILING AGREEMENT

 

The undersigned hereby agree that the statement on Schedule 13G with respect to the Class A common stock of Akoustis Technologies, Inc. dated as of March 23, 2018, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

 

March 23, 2018

 

 

COLUMBUS CAPITAL MANAGEMENT, LLC

 

 

 

By:

/s/ Matthew D. Ockner

 

Name:

Matthew D. Ockner

 

Title:

Managing Member

 

 

 

 

MATTHEW D. OCKNER

 

 

 

By:

/s/ Matthew D. Ockner

 

8