UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
The ExOne Company
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
302104104
(CUSIP Number)
S. Kent Rockwell
127 Industry Boulevard
North Huntingdon, Pennsylvania 15642
(724) 863-9663
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
March 11, 2021
(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 §§ 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.
CUSIP No. 302104104
| 1 |
NAMES OF REPORTING PERSONS.
S. Kent Rockwell | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
OO | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
USA | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
4,268,055 | ||||
| 8 | SHARED VOTING POWER
14,450 | |||||
| 9 | SOLE DISPOSITIVE POWER
4,268,055 | |||||
| 10 | SHARED DISPOSITIVE POWER
14,450 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,282,505(1) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.40(2) | |||||
| 14 | TYPE OF REPORTING PERSON
IN | |||||
| (1) | Includes (a) 4,233,055 shares held by Rockwell Forest Products, Inc. (“RFP”), (b) 14,450 shares held by the S. Kent Rockwell Foundation (“Foundation”), and (c) 35,000 shares held directly by Mr. Rockwell. Mr. Rockwell is deemed to have beneficial ownership of the shares held by RFP as the beneficiary of the S. Kent Rockwell Revocable Trust, which is the indirect, sole stockholder of RFP. Mr. Rockwell has sole voting and dispositive power with respect to the 4,233,055 shares held by RFP. Mr. Rockwell serves as the Chairman of the Foundation and shares voting and dispositive power over the 14,450 shares held by the Foundation. |
| (2) | Based on 22,073,724 shares of Common Stock outstanding as of March 9, 2021, as reported by the Issuer in its Annual Report on Form 10-K filed with the SEC on March 11, 2021. |
Explanatory Note
This Amendment No. 5 (this “Amendment”) amends and supplements the statement on Schedule 13D originally filed by S. Kent Rockwell (the “Reporting Person”) with the Securities and Exchange Commission (the “SEC”) on January 20, 2016, as amended on November 12, 2019, as further amended on August 18, 2020, as further amended on September 8, 2020 and as further amended on January 14, 2021 (the “Schedule 13D”), and relates to the common stock, $0.01 par value per share (the “Shares”), of The ExOne Company (the “Issuer”). This Amendment is being filed to update the percentage of Shares beneficially owned by the Reporting Person which changed primarily as a result of dilution from equity issuances by the Company. Except as specifically provided herein, this Amendment does not modify any of the information previously reported on the Schedule 13D.
| Item 5. | Interest in Securities of the Issuer. |
Item 5 is amended, in pertinent part, as follows:
(a) As of the date hereof, the Reporting Person beneficially owns 4,282,505 Shares, which represents approximately 19.40% of the outstanding Shares. This percentage calculation is based on a total number of outstanding Shares of 22,073,724 as of March 9, 2021, as reported by the Issuer in its Annual Report on Form 10-K filed with the SEC on March 11, 2021.
(b) With respect to the Shares described in Item 5(a) above, the Reporting Person has sole voting and dispositive power with respect to 4,268,055 Shares. The Reporting Person also has shared voting and dispositive power with respect to 14,450 Shares, which are held by the Foundation. The Reporting Person is the Chairman of the Foundation, which is a Pennsylvania non-profit corporation, whose principal business and office address is 960 Penn Avenue, Suite 400, Pittsburgh, Pennsylvania 15222. The Foundation is a private not-for-profit foundation and the Reporting Person has no pecuniary interest in the Shares held by the Foundation. During the last five years, the Foundation has not been convicted in a criminal proceeding. During the last five years, the Foundation was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and has not been, as a result of any such proceeding, subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(c) The Foundation sold an aggregate of 89,000 Shares in the open market on January 26, 2021, January 27, 2021 and February 9, 2021. The sales prices for the 40,000 Shares sold on January 26, 2021 ranged from $25.13 to $28.99, inclusive. The sales prices for the 35,000 Shares sold on January 27, 2021 ranged from $24.18 to $28.98, inclusive. The sales prices for the 14,000 Shares sold on February 9, 2021 ranged from $51.82 to $66.48, inclusive.
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.
| Dated: March 12, 2021 | ||||
| /s/ S. Kent Rockwell | ||||
| S. Kent Rockwell | ||||