SEC Form SC 13D/A filed by American Shared Hospital Services (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under The Securities Exchange Act Of 1934
(Amendment No. 5)*
American Shared Hospital Services
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
029595-10-5
(CUSIP Number)
Raymond C. Stachowiak
American Shared Hospital Services
601 Montgomery Street
Suite 1112
San Francisco, California 94111
(415) 788-5300
with a copy to:
Joseph R. DeHondt
Dykema Gossett PLLC
39577 Woodward Avenue
Suite 300
Bloomfield Hills, MI 48304
(248) 203-0700
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
June 3, 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 of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
* 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 in 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 (the “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).
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CUSIP NO. 029595-10-5 |
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1 |
Name Of Reporting Person
Raymond C. Stachowiak, individually and as the (i) owner-president of RCS Investments, Inc., and (ii) owner-manager of Stachowiak Equity Fund, LLC |
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2 |
Check The Appropriate Box If A Member Of A Group (See Instructions): (a) ☐ (b) ☐ |
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3 |
SEC Use Only |
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4 |
Source of Funds (See Instructions)
PF, OO |
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5 |
Check If Disclosure Of Legal Proceedings Is Required Pursuant To Items 2(d) Or 2(e)
Not Applicable. |
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6 |
Citizenship Or Place Of Organization
United States |
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Number of shares beneficially owned by each reporting person with: |
7 |
Sole Voting Power
382,678 (1) |
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8 |
Shared Voting Power
919,059 (2) (3) |
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9 |
Sole Dispositive Power
382,678 (1) |
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10 |
Shared Dispositive Power
919,059 (2) (3) |
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11 |
Aggregate Amount Beneficially Owned By Each Reporting Person
1,301,737 (1) |
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12 |
Check Box If The Aggregate Amount In Row (11) Excludes Certain Shares (See Instructions): ☐ |
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13 |
Percent Of Class Represented By Amount In Row 11
20.6% (4) |
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14 |
Type Of Reporting Person
IN, OO |
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(1) |
Includes 108,678 shares of common stock, no par value (the “Common Stock”), of American Shared Hospital Services (the “Issuer”) that will be issuable to Mr. Stachowiak within 60 days of May 3, 2023, the filing date of this Schedule 13D/A (the “Filing Date”), upon his exercise of certain stock options and the vesting of certain restricted stock units (“RSUs”) previously granted to him. Excludes 60,000 shares of Common Stock underlying 60,000 RSUs that are part of an award of 120,000 RSUs granted to Mr. Stachowiak on March 28, 2023, but that will not vest within 60 days of the Filing Date. |
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(2) |
Includes 158,500 shares of Common Stock owned by RCS Investments, Inc. (“RCS”), of which Mr. Stachowiak is the president. RCS is wholly owned by the Raymond C Stachowiak Revocable Trust dated November 19, 1998 (the “Stachowiak Trust”), of which Mr. Stachowiak is the sole trustee and, in such capacity, may direct the voting and investment of the securities held by RCS. In his capacity as owner-president of RCS, Mr. Stachowiak may be deemed to have or share beneficial ownership of the shares of Common Stock held of record by RCS. |
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(3) |
Includes 760,559 shares of Common Stock owned by Stachowiak Equity Fund, LLC (“Stachowiak Equity”), of which Mr. Stachowiak is the manager. Stachowiak Equity is owned 60% by the Stachowiak Trust, of which Mr. Stachowiak is the sole trustee, and 20% by each of two trusts established for Mr. Stachowiak’s children, of which Mr. Stachowiak’s spouse is the sole trustee. In his capacity as owner-manager of Stachowiak Equity, Mr. Stachowiak may be deemed to have or share beneficial ownership of the shares of Common Stock held of record by Stachowiak Equity. |
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(4) |
This percentage was calculated in accordance with the U.S. Securities and Exchange Commission (the “SEC”) rules for calculating percentages of beneficial ownership, based on the Issuer having 6,321,812 shares of Common Stock issued and outstanding, which includes: (i) an aggregate of 6,213,134 shares of Common Stock reported as issued and outstanding as of April 24, 2023, by the Issuer in its Proxy Statement filed with the SEC on May 1, 2023 (the “2023 Proxy Statement”); and (ii) 108,678 shares of Common Stock that Mr. Stachowiak has the right to acquire within 60 days of the Filing Date upon his exercise of certain stock options and the vesting of certain RSUs previously granted to him. |
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CUSIP NO. 029595-10-5 |
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1 |
Name Of Reporting Person
RCS Investments, Inc. |
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2 |
Check The Appropriate Box If A Member Of A Group (See Instructions): (a) ☐ (b) ☐ |
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3 |
SEC Use Only |
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4 |
Source of Funds (See Instructions):
WC, OO |
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5 |
Check If Disclosure Of Legal Proceedings Is Required Pursuant To Items 2(D) Or 2(E):
Not Applicable. |
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6 |
Citizenship Or Place Of Organization
United States (Illinois) |
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Number of shares beneficially owned by each reporting person with: |
7 |
Sole Voting Power
0 |
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8 |
Shared Voting Power
158,500 |
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9 |
Sole Dispositive Power
0 |
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10 |
Shared Dispositive Power
158,500 |
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11 |
Aggregate Amount Beneficially Owned By Each Reporting Person
158,500 |
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12 |
Check Box If The Aggregate Amount In Row (11) Excludes Certain Shares (See Instructions): ☒☐ |
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13 |
Percent Of Class Represented By Amount In Row 11
2.6% (1) |
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14 |
Type Of Reporting Person
CO |
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(1) |
This percentage is based on the Issuer having an aggregate of 6,213,134 shares of Common Stock issued and outstanding as of April 24, 2023, as reported in the Issuer’s 2023 Proxy Statement. |
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CUSIP NO. 029595-10-5 |
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1 |
Name Of Reporting Person
Stachowiak Equity Fund, LLC |
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2 |
Check The Appropriate Box If A Member Of A Group (See Instructions): (a) ☐ (b) ☐ |
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3 |
SEC Use Only |
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4 |
Source of Funds (See Instructions):
WC, OO |
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5 |
Check If Disclosure Of Legal Proceedings Is Required Pursuant To Items 2(D) Or 2(E):
Not Applicable. |
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6 |
Citizenship Or Place Of Organization
United States (Illinois) |
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Number of shares beneficially owned by each reporting person with: |
7 |
Sole Voting Power
0 |
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8 |
Shared Voting Power
760,559 |
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9 |
Sole Dispositive Power
0 |
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10 |
Shared Dispositive Power
760,559 |
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11 |
Aggregate Amount Beneficially Owned By Each Reporting Person
760,559 |
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12 |
Check Box If The Aggregate Amount In Row (11) Excludes Certain Shares (See Instructions): ☐ |
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13 |
Percent Of Class Represented By Amount In Row 11
12.2% (1) |
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14 |
Type Of Reporting Person
OO |
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(1) |
This percentage is based on the Issuer having an aggregate of 6,213,134 shares of Common Stock issued and outstanding as of April 24, 2023, as reported in the Issuer’s 2023 Proxy Statement. |
EXPLANATORY NOTE
This Schedule 13D/A constitutes Amendment No. 5 (this “Schedule 13D/A No. 5”) to the original Schedule 13D dated June 17, 2014, as amended on October 28, 2014, February 16, 2016, May 21, 2019, and May 4, 2020 (as amended, the “Original Schedule 13D”), filed with the U.S. Securities and Exchange Commission (the “SEC”) by Mr. Raymond C. Stachowiak, a member and the Executive Chairman of the board of directors (the “Board”) of American Shared Hospital Services, a California corporation (the “Issuer”). The Original Schedule 13D reported Mr. Stachowiak’s ownership of the Issuer’s common stock, no par value (the “Common Stock”), both directly and indirectly through RCS Investments, Inc., an Illinois corporation (“RCS”), of which Mr. Stachowiak is the president, and Stachowiak Equity Fund, LLC, an Illinois limited liability company (“Stachowiak Equity”), of which Mr. Stachowiak is the owner-manager.
This Schedule 13D/A No. 5 is being filed to: (1) separately report the holdings of RCS, Stachowiak Equity, and Mr. Stachowiak, both individually and in his capacities as the owner-president of RCS and the owner-manager of Stachowiak Equity, and (2) report the shares of Common Stock (the “Common Shares”) that Mr. Stachowiak has acquired since filing Amendment No. 4 to the Original Schedule 13D with the SEC on June 14, 2021 (the “Schedule 13D/A No. 4”). Only those items that are hereby reported are amended; all other items reported in the Original Schedule 13D remain unchanged. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. Capitalized terms not defined in this Schedule 13D/A No. 5 have the meanings ascribed to them in the Original Schedule 13D.
Item 1. Security and Issuer.
The address of the Issuer’s principal executive office is 601 Montgomery Street, Suite 1112, San Francisco, California 94111.
Item 2. Identity and Background.
(a) Pursuant to § 240.13d-1(k) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), this Schedule 13D/A No. 5 is being filed jointly by (i) Mr. Stachowiak, individually and in his capacities as the owner-president of RCS and the owner-manager of Stachowiak Equity, (ii) RCS, and (iii) Stachowiak Equity (together with RCS and Mr. Stachowiak, the “Reporting Persons,” and each, a “Reporting Person”). Each Reporting Person disclaims beneficial ownership of all securities reported in this Schedule 13D/A No. 5 except to the extent of such Reporting Person’s pecuniary interest therein, other than those securities reported herein as being held directly by such Reporting Person.
(b) The residence or business address of each Reporting Person is as follows:
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(i) |
Mr. Stachowiak: 601 Montgomery Street, Suite 1112, San Francisco, California 94111 |
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(ii) |
RCS: 7N120 Weybridge Drive, St. Charles, Illinois 60175 |
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| Attn: Raymond C. Stachowiak |
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(iii) |
Stachowiak Equity: 7N120 Weybridge Drive, St. Charles, Illinois 60175 |
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| Attn: Raymond C. Stachowiak |
(c) The principal business of each Reporting Person is as follows:
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(i) |
Mr. Stachowiak: Executive Chairman of the Board of the Issuer |
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(ii) |
RCS: Makes and holds investments in securities and other assets. |
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(iii) |
Stachowiak Equity: Makes and holds investments in securities and other assets. |
(d) During the last five years, none of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, no Reporting Person was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that resulted in the Reporting Person being 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.
(f) Mr. Stachowiak is a citizen of the United States. RCS is an Illinois corporation. Stachowiak Equity is an Illinois limited liability company.
Item 3. Source and Amount of Funds or Other Consideration.
This Schedule 13D/A No. 5 supplements Item 3 of the Original Schedule 13D by adding the following:
Source of Mr. Stachowiak’s Shares. The Common Shares reported as beneficially owned by the Reporting Person include the Common Shares acquired in the transactions described below that occurred since Mr. Stachowiak’s reporting of beneficial ownership in the Schedule 13D/A No. 4.
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On June 3, 2021, Mr. Stachowiak acquired 2,000 Common Shares upon his exercise of 2,000 stock options (such underlying Common Shares, “Option Shares”), at an exercise price of $2.43 per share, all of which became exercisable on June 9, 2015 and were set to expire on June 9, 2021. |
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On July 1, 2021, Mr. Stachowiak was granted an award of 60,000 restricted stock units (“RSUs”), each entitling Mr. Stachowiak to one share of Common Stock upon vesting. On December 31, 2021, the 60,000 RSUs vested in full. |
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On January 3, 2022, Mr. Stachowiak was granted an award of 120,000 RSUs, which vested in equal quarterly installments on March 31, 2022, June 30, 2022, September 30, 2022, and December 31, 2022. |
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On May 31, 2022, Mr. Stachowiak acquired 2,000 Option Shares upon his exercise of 2,000 stock options at an exercise price of $2.70 per share, all of which became exercisable on June 15, 2016 and were set to expire on June 15, 2022. |
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On March 28, 2023, Mr. Stachowiak was granted an award of 120,000 RSUs, which vested or will vest in equal quarterly installments on April 1, 2023, July 1, 2023, October 1, 2023, and January 1, 2024. For purposes of this Schedule 13D/A No. 5, only 60,000 Common Shares underlying 120,000 of the RSUs are reported as being beneficially owned by Mr. Stachowiak. The remaining 60,000 RSUs and underlying Common Shares granted to Mr. Stachowiak on March 28, 2023 are excluded from Mr. Stachowiak’s reported beneficial ownership because they will not vest within 60 days of the filing date of this Schedule 13D/A No. 5 (the “Filing Date”). |
All of the Common Shares reported herein were received by Mr. Stachowiak in connection with his services as the Issuer’s Chief Executive Officer from October 1, 2020 to March 7, 2023 and Executive Chairman of the Issuer’s Board, a position he was appointed to on March 7, 2023. The Option Shares reported herein were underlying options that were granted to Mr. Stachowiak in connection with his service as a member of the Issuer’s Board, which Mr. Stachowiak joined in 2009.
Source of Shares of RCS. All of the shares reported as beneficially owned by RCS were acquired through purchases of shares and warrants exercisable for shares using RCS funds.
Source of Shares of Stachowiak Equity. All of the shares reported as beneficially owned by Stachowiak Equity were purchased using Stachowiak Equity funds.
Item 4. Purpose of Transaction.
This Schedule 13D/A No. 5 amends and restates Item 4 of the Original Schedule 13D as follows:
The information reported in Item 3 of this Schedule 13D/A No. 5 is incorporated by reference into this Item 4. The Common Shares reported as beneficially owned by the Reporting Persons will be held for investment purposes.
Before Mr. Stachowiak became an officer and director of the Issuer, the securities acquired by Mr. Stachowiak were primarily acquired through purchases using his personal funds. After Mr. Stachowiak became an officer of the Issuer, Mr. Stachowiak acquired Common Shares from the Issuer as partial compensation for his service as an officer, including for his former officer roles as Interim President and Chief Executive Officer and for his current officer role as Executive Chairman.
Mr. Stachowiak is a director and the Executive Chairman of the Issuer, the owner-president of RCS, and the owner-manager of Stachowiak Equity. Except as set forth herein and to the extent that Mr. Stachowiak may have influence over the corporate activities of the Issuer, including activities that may relate to the items described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, the Reporting Persons do not have any present plan or proposal that relate to or would result in any of the matters set forth in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
The Reporting Persons reserve the right to increase or decrease their position in the Issuer through, among other things, the purchase or sale of securities of the Issuer on the open market or in private transactions or otherwise on such terms and at such times as the Reporting Persons may deem advisable. The Reporting Persons reserve the right to change their intention with respect to any and all matters referred to in this Item 4.
Item 5. Interest in Securities of the Issuer.
This Schedule 13D/A No. 5 amends and restates Item 5 of the Original Schedule 13D as follows:
(a) The table below reports the aggregate number of Common Shares beneficially owned by each Reporting Person, the total issued and outstanding Common Shares ( the “Total I&O Amount”) used to calculate each Reporting Person’s percentage of beneficial ownership in accordance with the SEC rules for calculating percentages of beneficial ownership, and each Reporting Person’s percentage of beneficial ownership as of the Filing Date of this Schedule 13D/A No. 5.
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Reporting Person |
Aggregate Number of Common Shares Beneficially Owned |
Total I&O Amount of Common Shares |
Beneficial Ownership Percentage |
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Mr. Stachowiak(1) |
1,301,737 | 6,321,812 | (2) | 20.6 | % | |||||||
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RCS |
158,500 | 6,213,134 | (3) | 2.6 | % | |||||||
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Stachowiak Equity |
760,559 | 6,213,134 | (3) | 12.2 | % | |||||||
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(1) |
Mr. Stachowiak’s beneficial ownership includes his direct beneficial holdings as well as his indirect beneficial holdings as the (i) owner-president of RCS, and (ii) owner-manager of Stachowiak Equity. |
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(2) |
Mr. Stachowiak’s Total I&O Amount consists of the (i) 6,213,134 Common Shares reported by the Issuer as being issued and outstanding in its Proxy Statement on Form DEF 14A filed with the SEC on May 1, 2023 (the “2023 Proxy Statement”), and (ii) 108,678 Common Shares that Mr. Stachowiak has the right to acquire within 60 days of May 3, 2023 upon his exercise of certain stock options and the vesting of certain RSUs previously granted to him. |
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(3) |
The Reporting Person’s Total I&O Amount is equal to the 6,213,134 Common Shares reported by the Issuer as being issued and outstanding in its 2023 Proxy Statement. |
(b) With respect to each Reporting Person as of the Filing Date, the table below reports the number of Common Shares as to which there is sole power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition. Each Reporting Person expressly disclaims beneficial ownership of all of the Common Shares reported in this Schedule 13D/A No. 5 except to the extent of such Reporting Person’s pecuniary interest therein, and the filing of this Schedule 13D/A No. 5 shall not be construed as an admission that any such Reporting Person is, for purposes of Sections 13(d) or 13(g) of the Exchange Act, the beneficial owner of any securities covered by this Schedule 13D/A No. 5.
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Reporting Person |
Sole Voting Power |
Shared Voting Power |
Sole Dispositive Power |
Shared Dispositive Power |
Total Beneficially Owned |
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Mr. Stachowiak |
382,678 | 919,059 | (1) | 382,678 | 919,059 | (1) | 1,301,737 | |||||||||||||
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RCS |
0 | 158,500 | 0 | 158,500 | 158,500 | |||||||||||||||
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Stachowiak Equity |
0 | 760,559 | 0 | 760,559 | 760,559 | |||||||||||||||
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(1) |
Includes: (i) 158,500 shares held of record by RCS, which Mr. Stachowiak may be deemed to have or share voting and investment power over in his capacity as president of RCS and as the sole trustee of the Raymond C Stachowiak Revocable Trust dated November 19, 1998 (the “Stachowiak Trust”), which is the sole owner of RCS; and (ii) 760,559 shares held of record by Stachowiak Equity, which is owned 60% by the Stachowiak Trust, of which Mr. Stachowiak is the sole trustee, and 20% by each of two trusts established for Mr. Stachowiak’s children (the “Stachowiak Children Trusts”), of which Mr. Stachowiak’s spouse is the sole trustee. The principal address of the Stachowiak Children Trusts is 7N120 Weybridge Drive, St. Charles, Illinois 60175. The principal business of the Stachowiak Trusts is to make and hold investments in securities and other assets. No other information required by Item 2 with respect to the Stachowiak Children Trusts is applicable. |
(c) Except as described in Item 3, Item 6, or elsewhere in this Schedule 13D/A No. 5, no transactions in the Common Shares reported in this Schedule 13D/A No. 5 were effected by the Reporting Persons during the past 60 days.
(d) Except as set forth herein, to the knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any Common Shares beneficially owned by the Reporting Persons.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Except as otherwise set forth in this Schedule 13D/A No. 5, there are no contracts, arrangements, understandings, or similar relationships existing with respect to the securities of the Issuer between the Issuer and the Reporting Persons.
Item 7. Material to be Filed as Exhibits.
| Exhibit No. | Description | |
| 99.1 | Joint Filing Agreement by and among the Reporting Persons. |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the Reporting Persons certify that the information set forth in this statement is true, complete, and correct.
Date: May 3, 2023
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/s/ Raymond C. Stachowiak |
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| Raymond C. Stachowiak, individually | |||
| RCS INVESTMENTS, INC. | |||
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By: |
/s/ Raymond C. Stachowiak |
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Raymond C. Stachowiak |
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President |
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| STACHOWIAK EQUITY FUND, LLC | |||
| By: | /s/ Raymond C. Stachowiak | ||
| Raymond C. Stachowiak | |||
| Manager | |||