1 |
NAME OF REPORTING PERSON:
SENTENTIA GROUP, LP
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
90-00889769
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
[X] (a)
[ ] (b)
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3 |
SEC USE ONLY
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4 |
SOURCE OF FUNDS:
WC
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5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
[ ]
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
474,235
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8 |
SHARED VOTING POWER
0
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9 |
SOLE DISPOSITIVE POWER
474,235
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10 |
SHARED DISPOSITIVE POWER
0
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
474,235
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12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.6%
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14 |
TYPE OF REPORTING PERSON
PN
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1 |
NAME OF REPORTING PERSON:
SENTENTIA CAPITAL MANAGEMENT, LLC
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
27-4220564
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
[X] (a)
[ ] (b)
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3 |
SEC USE ONLY
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4 |
SOURCE OF FUNDS:
OO
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5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
[ ]
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
474,235
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8 |
SHARED VOTING POWER
0
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9 |
SOLE DISPOSITIVE POWER
474,235
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10 |
SHARED DISPOSITIVE POWER
0
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
474,235
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12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.6%
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14 |
TYPE OF REPORTING PERSON
OO
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1 |
NAME OF REPORTING PERSON:
MICHAEL R. ZAPATA
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
[X] (a)
[ ] (b)
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3 |
SEC USE ONLY
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4 |
SOURCE OF FUNDS:
OO
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5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
[ ]
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
522,012
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8 |
SHARED VOTING POWER
0
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9 |
SOLE DISPOSITIVE POWER
522,012
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10 |
SHARED DISPOSITIVE POWER
0
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
522,012
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12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.8%
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14 |
TYPE OF REPORTING PERSON
IN
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ITEM 1. | SECURITY AND ISSUER: |
The following constitutes Amendment No. 4 to the Schedule 13D filed by the undersigned (“Amendment No. 4”). This Amendment No. 4 amends the Schedule 13D as specifically set forth herein. | |
ITEM 2. | IDENTITY AND BACKGROUND: |
Item 2 is hereby amended to add the following: This Amendment No. 4 is filed in connection with a private transaction for the purchase of Shares from Walter Brown Pistor and stock issuances from the Issuer to the Reporting Persons. | |
ITEM 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION: |
Item 3 is hereby amended and restated in its entirety as follows: The Shares purchased by Sententia Group were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) as follows: 350,779 Shares were purchased in open market purchases, and 123,456 Shares were purchased in a private transaction. The aggregate purchase price of the 474,235 Shares owned directly by Sententia Group is approximately $1,232,073, including brokerage commissions. The Shares issued to the Reporting Persons total 47,777 at zero costs basis and were reported on the applicable Form 4 filing. | |
ITEM 4. | PURPOSE OF TRANSACTION: |
Item 4 is hereby amended to add the following: This Amendment No. 4 is filed in connection with a private transaction for the purchase of Shares from Walter Brown Pistor and stock issuances from the Issuer to the Reporting Persons. On December 18, 2019, the Issuer issued a press release regarding the private transaction. | |
ITEM 5. | INTEREST IN SECURITIES OF THE ISSUER: |
Items 5(a) – (c) are hereby amended and restated to read as follows: The aggregate percentage of Shares reported owned by each person named herein is based upon 4,086,406 Shares outstanding as of August 31, 2019, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on October 8, 2019. A. Sententia Group (a) As of the close of business on December 17, 2019, Sententia Group beneficially owned 474,235 Shares. Percentage: Approximately 11.6% (b) 1. Sole power to vote or direct vote: 474,235 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 474,235 4. Shared power to dispose or direct the disposition: 0 (c) The transactions in the Shares by Sententia Group during the past sixty days are set forth in Schedule A and are incorporated herein by reference. B. Sententia Capital (a) Sententia Capital, as the general partner of Sententia Group, may be deemed the beneficial owner of the 474,235 Shares owned by Sententia Group. Percentage: Approximately 11.6% (b) 1. Sole power to vote or direct vote: 474,235 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 474,235 4. Shared power to dispose or direct the disposition: 0 (c) Sententia Capital has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of Sententia Group during the past sixty days are set forth in Schedule A and are incorporated herein by reference. C. Mr. Zapata (a) Mr. Zapata, as the Managing Member of Sententia Capital, may be deemed the beneficial owner of the 474,235 Shares owned by Sententia Group in addition to 47,777 shares owned individually. Percentage: Approximately 12.8% (b) 1. Sole power to vote or direct vote: 522,012 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 522,012 4. Shared power to dispose or direct the disposition: 0 (c) Mr. Zapata has been issued 47,777 shares that have been reported on a Form 4 filing. The transactions in the Shares on behalf of Sententia Group during the past sixty days are set forth in Schedule A and are incorporated herein by reference. Each Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein. | |
ITEM 6. | CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER: |
ITEM 7. | MATERIALS TO BE FILES AS EXHIBITS: |
December 19 2019 |
SENTENTIA GROUP, LP
By:
Sententia Capital Management, LLC, its general partner
Name:
Michael Zapata
Title:
Managing Member
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SENTENTIA CAPITAL MANAGEMENT LLC
By:
/s/
Name:
Michael Zapata
Title:
Managing Member
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MICHAEL R. ZAPATA
By:
/s/
Name:
Michael Zapata
Title:
|