CUSIP NO. 45765Y105
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Page 1 of 16 Pages
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Peter D. Fetzer
Foley & Lardner LLP 777 East Wisconsin Avenue Suite 3800
Milwaukee, WI 53202-5306 (414) 297-5596
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CUSIP NO. 45765Y105
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Page 2 of 16 Pages
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1
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NAME OF REPORTING PERSON
Air T, Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) ☐
(b) ☒ |
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Minnesota
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
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SOLE VOTING POWER
3,409,742
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER
3,409,742
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,409,742
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☒
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.9%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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CUSIP NO. 45765Y105
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Page 3 of 16 Pages
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1
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NAME OF REPORTING PERSON
Groveland Capital LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) ☐
(b) ☒ |
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
422,000
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9
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SOLE DISPOSITIVE POWER
0
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|||
10
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SHARED DISPOSITIVE POWER
422,000
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
422,000
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☒
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.4%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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CUSIP NO. 45765Y105
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Page 4 of 16 Pages
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1
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NAME OF REPORTING PERSON
AO Partners I, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) ☐
(b) ☒ |
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3
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SEC USE ONLY
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|||
4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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☐
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||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
26,432
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
26,432
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,432
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|||
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☒
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
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CUSIP NO. 45765Y105
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Page 5 of 16 Pages
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1
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NAME OF REPORTING PERSON
AO Partners, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) ☐
(b) ☒ |
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3
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SEC USE ONLY
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|||
4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
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|||
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
26,432
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9
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SOLE DISPOSITIVE POWER
0
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|||
10
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SHARED DISPOSITIVE POWER
26,432
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|||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,432
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|||
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☒
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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CUSIP NO. 45765Y105
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Page 6 of 16 Pages
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1
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NAME OF REPORTING PERSON
Glenhurst Co.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) ☐
(b) ☒ |
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3
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SEC USE ONLY
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|||
4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
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|||
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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☐
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||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Minnesota
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
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SOLE VOTING POWER
80,000
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER
80,000
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
80,000
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☒
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
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|||
14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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CUSIP NO. 45765Y105
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Page 7 of 16 Pages
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1
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NAME OF REPORTING PERSON
Nicholas J. Swenson
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) ☐
(b) ☒ |
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3
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SEC USE ONLY
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|||
4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
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SOLE VOTING POWER
92,168(1)
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8
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SHARED VOTING POWER
448,432(2)
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9
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SOLE DISPOSITIVE POWER
92,168(1)
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10
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SHARED DISPOSITIVE POWER
448,432(2)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
540,600
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☒
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.4%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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CUSIP NO. 45765Y105
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Page 8 of 16 Pages
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Item 2. |
Identity and Background.
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• |
Groveland Capital LLC, a Delaware limited liability company.
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• |
AO Partners I, L.P., a Delaware limited partnership.
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• |
AO Partners, LLC, a Delaware limited liability company and General Partner of AO Partners Fund.
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• |
Glenhurst Co., a Minnesota corporation.
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CUSIP NO. 45765Y105
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Page 9 of 16 Pages
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• |
Nicholas J. Swenson as the Managing Member of Groveland Capital and AO Partners; as the sole owner of Glenhurst; and as an individual beneficially owning shares of Common Stock in his own name.
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CUSIP NO. 45765Y105
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Page 10 of 16 Pages
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Item 4. |
Purpose of Transaction.
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Item 5. |
Interests in Securities of the Issuer.
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Name
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Shares of Common Stock Beneficially Owned
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Percentage of Shares of Common Stock Beneficially Owned
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Air-T(1)
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3,409,742
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27.9%
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Groveland Capital (2)
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422,000
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3.4%
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AO Partners Fund
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26,432
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0.2%
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AO Partners (3)
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26,432
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0.2%
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Glenhurst Co. (4)
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80,000
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0.7%
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Nicholas J. Swenson (5)
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540,600
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4.4%
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(1) |
Air T has sole voting and dispositive power with regard to the shares of Common Stock that it holds. Mr. Swenson serves on the Board of Directors of Air T and is the Chief Executive Officer of Air T.
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(2) |
Groveland Capital is an investment adviser and has voting and dispositive power with regard to the shares of Common Stock. Because Mr. Swenson is the Managing Member of Groveland Capital, he has the power to direct the affairs of Groveland
Capital. Therefore, Groveland Capital may be deemed to share with Mr. Swenson voting and dispositive power with regard to the shares of Common Stock held by Groveland Capital.
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CUSIP NO. 45765Y105
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Page 11 of 16 Pages
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(3) |
AO Partners is the General Partner of AO Partners Fund and, as General Partner, has voting and dispositive power with regard to the shares of Common Stock held by AO Partners Fund. Because Mr. Swenson is the Managing Member of AO Partners,
he has the power to direct the affairs of AO Partners. Therefore, AO Partners may be deemed to share with Mr. Swenson voting and dispositive power with regard to the shares of Common Stock held by AO Partners Fund.
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(4) |
Because Mr. Swenson is the sole owner of Glenhurst, he has the power to direct the affairs of Glenhurst, including the voting and disposition of shares of Common Stock held in the name of Glenhurst.
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(5) |
Because Mr. Swenson is the Managing Member of AO Partners, the General Partner of AO Partners Fund, he has the power to direct the affairs of AO Partners Fund, including the voting and disposition of shares of Common Stock held in the name
of AO Partners Fund. Because Mr. Swenson is the Managing Member of Groveland Capital, he has the power to direct the affairs of Groveland Capital, including the voting and disposition of shares of Common Stock held in the name of Groveland
Capital. Because Mr. Swenson is the sole owner of Glenhurst, he has the power to direct the affairs of Glenhurst, including the voting and disposition of shares of Common Stock held in the name of Glenhurst.
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Date
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Number of Shares Purchased or (Sold)
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Price Per Share
(Average Price Per Share as Noted by *)
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Where and How Transaction Effected and Party
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11/12/2020
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26,432
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$0.90
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Open Market by AO Partners Fund
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11/12/2020
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30,000
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$08837
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Open Market by Glenhurst
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11/12/2020
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50,000
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$0.895
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Open Market by Glenhurst
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10/27/2020
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(100,000)
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$1.3628
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Open Market by Air T
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CUSIP NO. 45765Y105
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Page 12 of 16 Pages
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Exhibit No.
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Description
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99.1
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Joint Filing Agreement.
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CUSIP NO. 45765Y105
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Page 13 of 16 Pages
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AIR-T, INC.
By: /s/ Nicholas J. Swenson
Nicholas J. Swenson
Chief Executive Officer
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GROVELAND CAPITAL LLC
By: /s/ Nicholas J. Swenson
Nicholas J. Swenson
Managing Member
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AO PARTNERS I, L.P.
By: AO PARTNERS, LLC
General Partner
By: /s/ Nicholas J. Swenson
Nicholas J. Swenson
Managing Member
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AO PARTNERS, LLC
By: /s/ Nicholas J. Swenson
Nicholas J. Swenson
Managing Member
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CUSIP NO. 45765Y105
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Page 14 of 16 Pages
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GLENHURST CO.
By: /s/ Nicholas J. Swenson
Nicholas J. Swenson
Sole Owner
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/s/ Nicholas J. Swenson
Nicholas J. Swenson
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CUSIP NO. 45765Y105
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Page 15 of 16 Pages
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Name
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Business Address
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Present Principal Occupation and Name, Principal
Business and Address of any Organization in
which such Employment Is Conducted
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Nicholas J. Swenson
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5930 Balsom Ridge Road
Denver, NC 28037 5000 West 36th Street, Suite 130 Minneapolis, MN 55416 |
President and Chief Executive Officer
Air T, Inc.
5930 Balsom Ridge Road
Denver, NC 28037 Managing Member
Groveland Capital LLC 5000 West 36th Street, Suite 130
Minneapolis, MN 55416 |
Brian Ochocki |
5930 Balsom Ridge Road
Denver, NC 28037 |
Chief Financial Officer, Principal Accounting Officer and Treasurer
Air T, Inc. 5930 Balsom Ridge Road
Denver, NC 28037 |
Name
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Business Address
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Present Principal Occupation and Name, Principal
Business and Address of any Organization in
which such Employment Is Conducted
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Nicholas J. Swenson
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See above.
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See above.
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Raymond E. Cabillot
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5930 Balsom Ridge Road
Denver, NC 28037 |
Chief Executive Officer
Farnam Street Capital, Inc. 5850 Opus Parkway Pondview Plaza, Suite 240 Minnetonka, MN 55343 Farnam Street Capital, Inc. is the general partner of Farnam Street Partners L.P., a private investment partnership. |
CUSIP NO. 45765Y105
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Page 16 of 16 Pages
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William R. Foudray
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5930 Balsom Ridge Road
Denver, NC 28037 |
Executive Vice President
Vantage Financial, LLC 444 Second Street Excelsior, MN 55331 Vantage Financial, LLC is an equipment leasing and finance company.
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Gary S. Kohler
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5930 Balsom Ridge Road
Denver, NC 28037 |
Chief Investment Officer, Portfolio Manager and
Managing Partner Blue Clay Capital Management, LLC 5000 West 36th Street, Suite 115
Minneapolis, MN 55416 Blue Clay Capital Management, LLC is an investment management firm.
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Peter McClung
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5930 Balsom Ridge Road
Denver, NC 28037 |
Chief Executive Officer
The Jump Group, LLC 808 Main Street Grandview, MO 64030
The Jump Group, LLC is a joint venture technology company with welcometoseven.com, a full-service branding agency of which Mr. McClung is a founder, and venture capital investors.
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Travis Swenson
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5930 Balsom Ridge Road
Denver, NC 28037 |
Global Head of Client Accounting Services
WeWork
115 W. 18th Street
New York, NY 10011
WeWork is a commercial real estate company that provides flexible shared workplaces for entrepreneurs and companies.
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AIR-T, INC.
By: /s/ Nicholas J. Swenson
Nicholas J. Swenson
Chief Executive Officer
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GROVELAND CAPITAL LLC
By: /s/ Nicholas J. Swenson
Nicholas J. Swenson
Managing Member
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AO PARTNERS I, L.P.
By: AO PARTNERS, LLC
General Partner
By: /s/ Nicholas J. Swenson
Nicholas J. Swenson
Managing Member
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AO PARTNERS, LLC
By: /s/ Nicholas J. Swenson
Nicholas J. Swenson
Managing Member
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GLENHURST CO.
By: /s/ Nicholas J. Swenson
Nicholas J. Swenson
Sole Owner
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/s/ Nicholas J. Swenson
Nicholas J. Swenson
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