SEC Form SC 13D/A filed by Centrus Energy Corp. (Amendment)

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

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 Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7 for other parties to whom copies are to be sent.

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).

(Continued on following pages)

AMENDMENT NO. 3 TO SCHEDULE 13D

This Amendment No. 3 to Schedule 13D (this “Amendment”) is being filed with the SEC on behalf of (i) Mr. Neil S. Subin, (ii) MILFAM LLC, (iii) Susan F. Miller Spousal Trust A-4 (“Spousal A-4”), (iv) Miller Family Education and Medical Trust (“Miller Family Trust”), (v) Marli B. Miller Trust A-4 (“MBM Trust A-4”), (vi) Catherine Miller Trust C (“Trust C”), (vii) the Susan Miller Spousal IRA (the “Spousal IRA”), (viii) Milfam II, L.P. (“Milfam II”), (ix) Catherine Miller Irrevocable Trust (“Catherine GST”), (x) Lloyd I. Miller, III Revocable Trust (“LIM Revocable Trust”), and (xi) Milfam Investments LLC (“MINVEST”), and such persons, trusts and entities named in items (i) through (xi), collectively, the “Reporting Persons”) relating to shares of Class A Common Stock, par value $0.10 per share (“Class A Common Stock”) of the Issuer. This Amendment modifies the original Schedule 13D filed by Mr. Subin on January 23, 2018, as amended by Amendment No. 1 to Schedule 13D filed by the Reporting Persons (excluding MINVEST) on June 19, 2020, and Amendment No. 2 to the Schedule 13D filed by the Reporting Persons (excluding Spousal A-4 and Miller Family Trust) on August 21, 2020 (as previously amended, the “Prior 13D”).

This Amendment is being filed to report that certain Reporting Persons sold 14,262 shares of Class A Common Stock in open market transactions, and to report a change in the Reporting Persons beneficial ownership percentage due to an increase in the Issuer’s outstanding Class A Common Stock shares. In addition, this Amendment is being filed to report certain transfers of shares, resulting in the addition of two new Reporting Persons, Spousal A-4, and Miller Family Trust. On September 18, 2020, Lloyd I. Miller, III Trust A-4 transferred 47,917 shares of Class A Common Stock to Spousal A-4, and 47,917 shares of Class A Common Stock to the Miller Family Trust. Capitalized terms used but not otherwise defined in this Amendment have the meanings ascribed to such terms in the Prior 13D. Except as expressly amended and supplemented by this Amendment, the Prior 13D is not amended or supplemented in any respect, and the disclosures set forth in the Prior 13D, other than as amended herein are incorporated by reference herein.

Item 2(a), (b), (c) and (f) are hereby amended and modified to include the following (which shall be in addition to the information previously included in the Prior 13D):

Spousal A-4, whose principal address is 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. Spousal A-4 is a trust for the benefit of the Miller Family. To the extent such concept is applicable, Spousal A-4 is a United States citizen. MILFAM LLC is the investment advisor of Spousal A-4.

Miller Family Trust, whose principal address is 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. Miller Family Trust is a trust for the benefit of the Miller Family. To the extent such concept is applicable, Miller Family Trust is a United States citizen. MILFAM LLC is the investment advisor of the Miller Family Trust.

Item 2(d) is hereby amended and restated, in its entirety, as follows:

(d)

No Reporting Person has during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). To the knowledge of the Reporting Persons, no person specified by Instruction C has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

Item 2(e) is hereby amended and restated, in its entirety, as follows:

(e)

No Reporting Person, during the last five years, was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is 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.

To the knowledge of the Reporting Persons, no persons specified by Instruction C, during the last five years, was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is 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.

Item 4 is hereby amended and modified to include the following (which shall be in addition to the information previously included in the Prior 13D):

This Amendment is being filed to report that certain Reporting Persons sold 14,262 shares of Class A Common Stock in open market transactions, and to report a change in the Reporting Persons beneficial ownership percentage due to an increase in the Issuer’s outstanding Class A Common Stock shares. In addition, this Amendment is being filed to report certain transfers of shares, resulting in the addition of two new Reporting Persons, Spousal A-4, and Miller Family Trust. On September 18, 2020, Lloyd I. Miller, III Trust A-4 transferred 47,917 shares of Class A Common Stock to Spousal A-4 and 47,917 shares of Class A Common Stock to Miller Family Trust.

Item 5 is hereby amended and modified to include the following:

(a) and (b)

The percentage reported in this Amendment No. 3 to Schedule 13D is based upon 13,298,103 shares of Class A Common Stock outstanding as reported by the Issuer on its Quarterly Report on Form 10-Q filed with the SEC on November 12, 2021.

As the Reporting Persons vote in concert, the Reporting Persons form a group under Rule 13d-5(b) promulgated under the Securities Exchange Act of 1934, as amended. The Group is deemed to have beneficial ownership of all equity securities beneficially owned by the Reporting Persons. Accordingly, the Group is deemed to have beneficial ownership of 1,237,924 shares of Class A Common Stock. The Reporting Persons disclaim beneficial ownership of any shares other than to the extent he, she or it may have a pecuniary interest therein.

The aggregate number and percentage of shares of Class A Common Stock over which each Reporting Person may have dispositive power are as follows:

(c) The Reporting Persons engaged in the following open market transactions:

(d) Persons other than Mr. Subin have the right to receive and the power to direct the receipt of dividends from, or the proceeds from the sale of, the reported securities.

(e) Not Applicable.

Item 7 is hereby amended and restated, in its entirety as follows:

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: November 24, 2021

18