UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 4)*
Rand
Capital Corporation
(Name
of Issuer)
Common
Stock, $0.10 par value
(Title
of Class of Securities)
752185108
(CUSIP
Number)
JAM
Capital Partners Management, LLC
Attn:
John McCallum
16
Boardwalk Plaza
St.
Simons Island, GA 31522
With
a copy to:
Rick
Miller
Bryan
Cave LLP
1201
W. Peachtree St., 14th Floor
Atlanta,
GA 30309
Tel:
(404) 572-6600
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
March
21, 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 which is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(e), (f) or (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
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. 752185108 |
|
Page 2
of 4 Pages |
| 1 |
NAME OF REPORTING PERSON S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JAM
Capital Partners Management, LLC |
| 2 |
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
|
(a)
¨
(b) ¨ |
| 3 |
SEC USE ONLY
|
| 4 |
SOURCE OF FUNDS
OO |
| 5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
|
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH: |
7 |
SOLE VOTING POWER
|
| 8 |
SHARED VOTING POWER
|
| 9 |
SOLE DISPOSITIVE POWER
|
| 10 |
SHARED DISPOSITIVE POWER
|
| 11 |
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
|
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ |
| 13 |
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
|
| 14 |
TYPE OF REPORTING PERSON
IA |
SCHEDULE 13D
| CUSIP
No. 752185108 |
|
Page 3
of 4 Pages |
Reference
is hereby made to the statement on Schedule 13D filed by the Reporting Person with the Securities and Exchange Commission on March
17, 2014, as amended on April 25, 3014, January 30, 2015, and July 27, 2015 (the “Schedule 13D”), with respect
to the common stock, $0.10 par value (the “Common Stock”), of Rand Capital Corporation, a company incorporated
under the laws of New York (the “Corporation”). Capitalized terms not otherwise defined herein are used as
defined in the Schedule 13D. The Reporting Person hereby amends and supplements the Schedule 13D as follows:
| Item
5. |
Interest
in Securities of the Issuer. |
Subsections (a),
(b) and (e) of Item 5 are hereby amended and restated in its entirety to read as follows:
(a) On March
21, 2017, the Reporting Person and Utility Service Holding Company, Inc. (“USH”) executed that certain Letter
Agreement (the “Letter Agreement”) confirming that the Reporting Person does not beneficially own and does
not have the power to vote or dispose of any securities managed by the Reporting Person on behalf of USH. As a result of the Letter
Agreement and as of the date of this filing, the Reporting Person does not beneficially own any shares of Common Stock and is no
longer a Reporting Person under this Schedule 13D immediately upon the filing of this Amendment.
(b) As of the
date of this filing, the Reporting Person does not hold voting or dispositive power with respect to any of the Common Stock.
(d) Not applicable.
(e) As of the
date of the Letter Agreement, the Reporting Person ceased to be a beneficial owner of more than five percent (5%) of the Common
Stock.
| Item
6. |
Contracts,
Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
Item 6 is amended
and restated in its entirety to read as follows:
On
March 21, 2017, the Reporting Person and USH entered into the Letter Agreement to confirm that the Reporting Person does not have
the power to vote or dispose of any securities managed by the Reporting Person on behalf of USH. The Letter Agreement is filed
as Exhibit 99.1 hereto.
Other
than as described in this Item 6 and in Items 3, 4 and 5, to the knowledge of the Reporting Person, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) with any person with respect to any securities of the Corporation, including
but not limited to transfer or voting of any of the securities, finder’s fee, joint ventures, loan or option arrangements,
puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.
| Item
7. |
Material
to be Filed as Exhibits. |
| 99.1 |
Letter Agreement
dated March 21, 2017. |
SCHEDULE 13D
| CUSIP
No. 752185108 |
|
Page 4
of 4 Pages |
Signature
After reasonable inquiry and to the
best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete
and correct.
| Date: July 28, 2017 |
JAM CAPITAL PARTNERS MANAGEMENT, LLC |
| |
|
|
|
|
|
By: /s/ John
McCallum |
|
|
|
Name: John McCallum |
|
|
|
Its: Managing Partner |
|
