ITERIS, INC.
|
(Name
of Issuer)
|
|
Common Stock, $0.10 par value per share
|
(Title
of Class of Securities)
|
|
46564T107
|
(CUSIP
Number)
|
|
William P. Kelly
RELM Wireless Corporation
7100 Technology Drive
West Melbourne, Florida 32904
(321) 984-1414
D. Kyle Cerminara
Fundamental Global Investors, LLC
4201 Congress Street, Suite 140
Charlotte, North Carolina 28209
(704) 323-6851
|
With a copy to:
Derek D. Bork
Thompson Hine LLP
3900 Key Center
127 Public Square
Cleveland, Ohio 44114
(216) 566-5500
(Name,
Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
|
|
June 12, 2017
|
(Date
of Event Which Requires Filing of this Statement)
|
CUSIP
No. 46564T107
|
SCHEDULE
13D
|
Page
2 of 11
Pages
|
1
|
NAME
OF REPORTING PERSON
Fundamental Global Investors, LLC
|
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☐(b)
☐
|
||
3
|
SEC
USE ONLY
|
|
||
4
|
SOURCE
OF FUNDS
AF
|
|
||
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e)
|
☐
|
||
6
|
CITIZENSHIP OR
PLACE OF ORGANIZATION
North Carolina
|
|
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
||
8
|
SHARED
VOTING POWER
2,126,948
|
|||
9
|
SOLE
DISPOSITIVE POWER
0
|
|||
10
|
SHARED
DISPOSITIVE POWER
2,126,948
|
|||
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY REPORTING PERSON
2,126,948
|
|||
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
☐
|
||
13
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
6.5%
|
|
||
14
|
TYPE
OF REPORTING PERSON
OO
|
|
CUSIP
No. 46564T107
|
SCHEDULE
13D
|
Page
3 of 11
Pages
|
1
|
NAME
OF REPORTING PERSON
Fundamental Global Partners, LP
|
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☐(b)
☐
|
||
3
|
SEC
USE ONLY
|
|
||
4
|
SOURCE
OF FUNDS
WC
|
|
||
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
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
0
|
||
8
|
SHARED
VOTING POWER
261,231
|
|||
9
|
SOLE
DISPOSITIVE POWER
0
|
|||
10
|
SHARED
DISPOSITIVE POWER
261,231
|
|||
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY REPORTING PERSON
261,231
|
|||
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
☐
|
||
13
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
0.8%
|
|
||
14
|
TYPE
OF REPORTING PERSON
PN
|
|
CUSIP
No. 46564T107
|
SCHEDULE
13D
|
Page
4 of 11
Pages
|
1
|
NAME
OF REPORTING PERSON
Fundamental Global Partners Master Fund, LP
|
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☐(b)
☐
|
||
3
|
SEC
USE ONLY
|
|
||
4
|
SOURCE
OF FUNDS
WC
|
|
||
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e)
|
☐
|
||
6
|
CITIZENSHIP OR
PLACE OF ORGANIZATION
Cayman Islands
|
|
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
||
8
|
SHARED
VOTING POWER
250,789
|
|||
9
|
SOLE
DISPOSITIVE POWER
0
|
|||
10
|
SHARED
DISPOSITIVE POWER
250,789
|
|||
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY REPORTING PERSON
250,789
|
|||
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
☐
|
||
13
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
0.8%
|
|
||
14
|
TYPE
OF REPORTING PERSON
PN
|
|
CUSIP
No. 46564T107
|
SCHEDULE
13D
|
Page
5 of 11
Pages
|
1
|
NAME
OF REPORTING PERSON
RELM Wireless Corporation
|
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☐(b)
☐
|
||
3
|
SEC
USE ONLY
|
|
||
4
|
SOURCE
OF FUNDS
WC
|
|
||
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e)
|
☐
|
||
6
|
CITIZENSHIP OR
PLACE OF ORGANIZATION
Nevada
|
|
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
||
8
|
SHARED
VOTING POWER
1,614,928
|
|||
9
|
SOLE
DISPOSITIVE POWER
0
|
|||
10
|
SHARED
DISPOSITIVE POWER
1,614,928
|
|||
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY REPORTING PERSON
1,614,928
|
|||
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
☐
|
||
13
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
5.0%
|
|
||
14
|
TYPE
OF REPORTING PERSON
CO
|
|
CUSIP
No. 46564T107
|
SCHEDULE
13D
|
Page
6 of 11
Pages
|
1
|
NAME
OF REPORTING PERSON
D. Kyle Cerminara
|
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☐(b)
☐
|
||
3
|
SEC
USE ONLY
|
|
||
4
|
SOURCE
OF FUNDS
OO; AF
|
|
||
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e)
|
☐
|
||
6
|
CITIZENSHIP OR
PLACE OF ORGANIZATION
United States of America
|
|
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
7
|
SOLE
VOTING POWER
10,751*
|
||
8
|
SHARED
VOTING POWER
2,126,948
|
|||
9
|
SOLE
DISPOSITIVE POWER
10,751*
|
|||
10
|
SHARED
DISPOSITIVE POWER
2,126,948
|
|||
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY REPORTING PERSON
2,137,699*
|
|||
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
☐
|
||
13
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
6.6%
|
|
||
14
|
TYPE
OF REPORTING PERSON
IN
|
|
CUSIP
No. 46564T107
|
SCHEDULE
13D
|
Page
7 of 11
Pages
|
CUSIP
No. 46564T107
|
SCHEDULE
13D
|
Page
8 of 11
Pages
|
CUSIP
No. 46564T107
|
SCHEDULE
13D
|
Page
9 of 11
Pages
|
Transaction Date
|
Number of Shares
Bought/(Sold)
|
Average Price Per
Share ($)
|
|
|
|
6/12/2017
|
(90,480)
|
$
5.50
|
6/13/2017
|
(18,270)
|
$
5.47
|
Transaction Date
|
Number of Shares
Bought/(Sold)
|
Average Price Per
Share ($)
|
|
|
|
6/12/2017
|
(94,220)
|
$
5.50
|
6/13/2017
|
(19,027)
|
$
5.47
|
Transaction Date
|
Number of Shares
Bought/(Sold)
|
Average Price Per
Share ($)
|
|
|
|
6/12/2017
|
(135,800)
|
$
5.50
|
6/13/2017
|
(27,421)
|
$
5.47
|
CUSIP
No. 46564T107
|
SCHEDULE
13D
|
Page
10 of 11
Pages
|
Name
|
Business Address
|
Present Principal Occupation and Name, Principal Business and
Address of any Organization in which
such Employment Is Conducted
|
Timothy
A. Vitou
|
7100
Technology Drive
West
Melbourne, FL 32904
|
President
RELM
Wireless Corporation
7100
Technology Drive
West
Melbourne, FL 32904
|
William
P. Kelly
|
7100
Technology Drive
West
Melbourne, FL 32904
|
Executive
Vice President and Chief Financial Officer
RELM
Wireless Corporation
7100
Technology Drive
West
Melbourne, FL 32904
|
James
E. Gilley
|
7100
Technology Drive
West
Melbourne, FL 32904
|
Chief
Technology Officer and Vice President
RELM
Wireless Corporation
7100
Technology Drive
West
Melbourne, FL 32904
|
Name
|
Business Address
|
Present Principal Occupation and Name, Principal Business and
Address of any Organization in which
such Employment Is Conducted
|
D. Kyle
Cerminara
Chairman
of the Board of RELM
|
4201
Congress Street,
Suite
140
Charlotte,
NC 28209
11422 Miracle Hills Drive
Suite
300
Omaha,
NE 68154
|
Chief
Executive Officer
Fundamental
Global Investors, LLC
4201
Congress Street, Suite 140
Charlotte,
NC 28209
Chief
Executive Officer and
Chairman
of the Board of Directors
Ballantyne
Strong, Inc.
11422
Miracle Hills Drive, Suite 300
Omaha,
NE 68154
Ballantyne
Strong, Inc. is a publicly-held holding company with diverse
business activities focused on serving the cinema, retail,
financial, and government markets.
|
|
131
Plantation Ridge Drive
Suite
100
Mooresville,
NC 28117
|
|
Lewis
M. Johnson
|
c/o CWA
Asset Management Group, LLC
9130
Galleria Court
Third
Floor
Naples,
FL 34109
c/o
Fundamental Global Investors, LLC
4201
Congress Street
Suite
140
Charlotte,
NC 28209
|
CWA
Asset Management Group, LLC
9130
Galleria Court, Third Floor
Naples,
FL 34109
Co-Founder
and Partner
Fundamental
Global Investors, LLC
4201
Congress Street, Suite 140
Charlotte,
NC 28209
|
CUSIP
No. 46564T107
|
SCHEDULE
13D
|
Page
11 of 11
Pages
|
Name
|
Business Address
|
Present Principal Occupation and Name, Principal Business and
Address of any Organization in which
such Employment Is Conducted
|
General
E. Gray Payne
|
c/o The
Columbia Group
100 M
Street SE, Suite 900
Washington,
D.C. 20003
|
Senior
Vice President
The
Columbia Group
100 M
Street SE, Suite 900
Washington,
D.C. 20003
The
Columbia Group is a federal consulting firm working with the
Department of Defense, Department of Homeland Security, NOAA and
private clients.
|
Charles
T. Lanktree
|
7100
Technology Drive
West
Melbourne, FL 32904
|
President
and Chief Executive Officer
Eggland’s
Best, LLC
2
Ridgedale Avenue, Suite 201
Cedar Knolls, NJ 07927
Eggland’s
Best, LLC is a distributor of nationally branded eggs.
|
Ryan
R.K. Turner
|
7100
Technology Drive
West
Melbourne, FL 32904
|
Vice
President of Strategic Investments
Ballantyne
Strong, Inc.
11422
Miracle Hills Drive, Suite 300
Omaha,
NE 68154
Ballantyne Strong, Inc. is a publicly-held holding company with
diverse business activities focused on serving the cinema, retail,
financial, and government markets.
|
John W.
Struble
|
7100
Technology Drive
West
Melbourne, FL 32904
|
Chief
Financial Officer
IntraPac
International Corporation
136
Fairview Road, Suite 320
Mooresville,
NC 28117
IntraPac
International Corporation is a private equity owned manufacturing
company.
|
Michael
R. Dill
|
7100
Technology Drive
West
Melbourne, FL 32904
|
President,
Aerospace, Power Generation and General Industrial
divisions
AFGlobal
Corporation
945
Bunker Hill Rd, Suite 500
Houston,
TX 77024
AFGlobal
Corporation is a privately-held, integrated technology and
manufacturing company.
|