Amendment: SEC Form SC 13G/A filed by VivoPower International PLC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

Ordinary Shares, nominal value $0.012 per share

(Title of Class of Securities)

G9376R100

(CUSIP Number)

Nima Montazeri

c/o Brown Stone Capital Ltd.

Rear No. 2 Glenthorne Road

London, United Kingdom, N11 3HT

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

September 25, 2024

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

^* 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).

Item 1.

The class of equity securities to which this Amendment No. 5 (“Amendment No. 5”) to that certain Schedule 13G filed with the U.S. Securities and Exchange Commission (“SEC”) as of January 4, 2024 (“Schedule 13G”), as amended by that certain Amendment No. 1 to Schedule 13G filed with the SEC as of June 21, 2024 (“Amendment No. 1”) and that certain Amendment No. 2 to Schedule 13G filed with the SEC as of July 2, 2024 (“Amendment No. 2) and that certain Amendment No. 3 to Schedule 13G filed with the SEC as of July 11, 2024 (“Amendment No. 3”) and that certain Amendment No. 4 to Schedule 13G filed with the SEC as of September 20, 2024 (“Amendment No. 4” and together with Amendment No. 1, Amendment No. 2, Amendment No. 3, this Amendment No. 5 and Schedule 13G, the “Amended Schedule 13G”) relates is the ordinary shares, nominal value $0.012 (the “Shares”) of VivoPower International PLC (the “Issuer”), which has its principal executive office at The Scalpel, 18^th Floor, 52 Lime Street, London EC3M 7AF, United Kingdom.  Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.  This Amendment No. 5 amends the Amended Schedule 13G as specifically set forth herein.

Item 4. Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

This Amendment No. 5 has been filed with the SEC in respect of certain purchases of the Shares made on September 25, 2024, which resulted in a filing obligation pursuant to Rule 13d-1 of the Securities Exchange Act, as amended.  Such purchases we subsequently reduced by certain number of sales of the Shares, which were settled on September 25, 2024, September 26, 2024, September 27, 2024, and September 30, 2024.  

Item 5.  Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.

Item 10.  Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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.