0001174947-17-001019.txt : 20170614 0001174947-17-001019.hdr.sgml : 20170614 20170614171225 ACCESSION NUMBER: 0001174947-17-001019 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170614 DATE AS OF CHANGE: 20170614 GROUP MEMBERS: HENRY M. NAHMAD GROUP MEMBERS: SYMMETRIC CAPITAL II LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EnviroStar, Inc. CENTRAL INDEX KEY: 0000065312 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PERSONAL SERVICES [7200] IRS NUMBER: 112014231 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-30014 FILM NUMBER: 17911827 BUSINESS ADDRESS: STREET 1: 290 NE 68 STREET CITY: MIAMI STATE: FL ZIP: 33138 BUSINESS PHONE: 3057544551 MAIL ADDRESS: STREET 1: 290 NE 68 STREET CITY: MIAMI STATE: FL ZIP: 33138 FORMER COMPANY: FORMER CONFORMED NAME: DRYCLEAN USA INC DATE OF NAME CHANGE: 20000210 FORMER COMPANY: FORMER CONFORMED NAME: METRO TEL CORP DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Symmetric Capital LLC CENTRAL INDEX KEY: 0001635636 IRS NUMBER: 473189811 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O ENVIROSTAR, INC. STREET 2: 290 NE 68 STREET CITY: MIAMI STATE: FL ZIP: 33138 BUSINESS PHONE: 3057544551 MAIL ADDRESS: STREET 1: C/O ENVIROSTAR, INC. STREET 2: 290 NE 68 STREET CITY: MIAMI STATE: FL ZIP: 33138 SC 13D/A 1 c469028_sc13da.htm SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

EnviroStar, Inc.

(Name of Issuer)

Common Stock, Par Value $0.025 Per Share

(Title of Class of Securities)

262432107

(CUSIP Number)

Henry M. Nahmad

EnviroStar, Inc.

290 N.E. 68th Street

Miami, Florida 33138

(305) 754-4551

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 2, 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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(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).

CUSIP No. 262432107


1.		Names of Reporting Persons Symmetric Capital LLC (I.R.S. No. 47-3189811)
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) N/A
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6.		Citizenship or Place of Organization Florida

Number of

Beneficially

Owned by

Each

Reporting

Person

With

7. Sole Voting Power

5,483,284(1)

8. Shared Voting Power

9. Sole Dispositive Power

2,838,194

10. Shared Dispositive Power

11.		Aggregate Amount Beneficially Owned by Each Reporting Person 5,483,284(1)
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
13.		Percent of Class Represented by Amount in Row (11) 48.6%
14.		Type of Reporting Person (See Instructions) HC, OO

(1) Includes (a) 600,100 shares owned by Michael S. Steiner and Robert M. Steiner as to which Symmetric Capital LLC and Henry M. Nahmad, as the Manager of Symmetric Capital LLC, have sole voting power pursuant to the previously disclosed Stockholders Agreement between Symmetric Capital LLC, Henry M. Nahmad, Michael S. Steiner and Robert M. Steiner, and (b) 2,044,990 shares owned by Western State Design, LLC as to which Symmetric Capital LLC and Henry M. Nahmad, as the Manager of Symmetric Capital LLC, have sole voting power pursuant to the previously disclosed Stockholders Agreement between Symmetric Capital LLC, Symmetric Capital II LLC, Henry M. Nahmad, Western State Design, LLC, Dennis Mack and Tom Marks.

CUSIP No. 262432107


1.		Names of Reporting Persons Symmetric Capital II LLC (I.R.S. No. 81-3241840)
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) N/A
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6.		Citizenship or Place of Organization Florida

Number of

Beneficially

Owned by

Each

Reporting

Person

With

7. Sole Voting Power

1,290,323

8. Shared Voting Power

9. Sole Dispositive Power

1,290,323

10. Shared Dispositive Power

11.		Aggregate Amount Beneficially Owned by Each Reporting Person 1,290,323
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
13.		Percent of Class Represented by Amount in Row (11) 11.4%
14.		Type of Reporting Person (See Instructions) OO

CUSIP No. 262432107


1.		Names of Reporting Persons Henry M. Nahmad
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization United States

Number of

Beneficially

Owned by

Each

Reporting

Person

With

7. Sole Voting Power

7,603,131(1)(2)

8. Shared Voting Power

9. Sole Dispositive Power

4,128,517(1)

10. Shared Dispositive Power

11.		Aggregate Amount Beneficially Owned by Each Reporting Person 7,603,131(1)(2)
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
13.		Percent of Class Represented by Amount in Row (11) 67.3%
14.		Type of Reporting Person (See Instructions) HC, IN

(1)

Includes 2,838,194 shares and 1,290,323 shares owned by Symmetric Capital LLC and Symmetric Capital II LLC, respectively. Henry M. Nahmad may be deemed to have voting and dispositive power over such shares as a result of his position as Manager of Symmetric Capital LLC and Symmetric Capital II LLC.

(2)

Includes (a) 600,100 shares owned by Michael S. Steiner and Robert M. Steiner as to which Symmetric Capital LLC and Henry M. Nahmad, as the Manager of Symmetric Capital LLC, have sole voting power pursuant to the previously disclosed Stockholders Agreement between Symmetric Capital LLC, Henry M. Nahmad, Michael Steiner and Robert Steiner, and (b) 2,044,990 shares owned by Western State Design, LLC as to which Symmetric Capital LLC and Henry M. Nahmad, as the Manager of Symmetric Capital LLC, have sole voting power pursuant to the previously disclosed Stockholders Agreement between Symmetric Capital LLC, Symmetric Capital II LLC, Henry M. Nahmad, Western State Design, LLC, Dennis Mack and Tom Marks.

Amendment No. 5 to Schedule 13D

This Amendment No. 5 to Schedule 13D (this “Amendment”) amends, solely to the extent set forth herein, the Schedule 13D filed on March 12, 2015, as previously amended (the “Schedule 13D”), by Symmetric Capital LLC, a Florida limited liability company, Symmetric Capital II LLC, a Florida limited liability company, and Henry M. Nahmad (collectively, the “Reporting Persons”), relating to the Common Stock, par value $0.025 per share (the “Common Stock”), of EnviroStar, Inc., a Delaware corporation (the “Issuer”).

Item 3: Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is amended to add the following:

On June 2, 2017, the Issuer granted Henry M. Nahmad, the Issuer’s Chairman, Chief Executive Officer and President, 414,762 restricted shares of the Issuer’s Common Stock. The award of restricted stock was granted under and pursuant to the EnviroStar, Inc. 2015 Equity Incentive Plan (the “Plan”) and a related Notice of Grant and Restricted Stock Agreement (the “Award Agreement”) and was approved by the Issuer’s independent directors, who comprise the administrative committee for the Plan (the “Committee”). Subject to the terms and conditions of the Plan and the Award Agreement, 75%, or 311,071, of the restricted shares are scheduled to vest on November 5, 2040, the date on which Mr. Nahmad will reach the age of 62, and the balance 25%, or 103,691 of, the restricted shares is scheduled to vest ratably from June 2018 through June 2021. Pursuant to the terms of the Plan and the Award Agreement, Mr. Nahmad will have the rights of a stockholder with respect to the restricted shares prior to their vesting, including, without limitation, voting rights; however, prior to their vesting, Mr. Nahmad may not sell, assign, pledge, exchange, hypothecate or otherwise transfer, encumber or dispose of any of the restricted shares.

Item 4: Purpose of Transaction

Item 4 of the Schedule 13D is amended to add the information set forth in Item 3 above, which is incorporated into this Item 4 by reference.

Item 5: Interest in Securities of the Issuer

Item 5 of the Schedule 13D is amended and restated as follows:

The information set forth in rows 7-13 of the cover pages of this Amendment is incorporated into this Item 5 by reference.

Except as described in Item 3 above, none of the Reporting Persons has effected any transaction in any shares of the Issuer’s Common Stock during the past 60 days.

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.

June 14, 2017

Date

Symmetric Capital LLC

/s/ Henry M. Nahmad

Signature

Henry M. Nahmad/Manager

Name/Title

Symmetric Capital II LLC

/s/ Henry M. Nahmad

Signature

Henry M. Nahmad/Manager

Name/Title

/s/ Henry M. Nahmad

Henry M. Nahmad