SEC Form SC 13D/A filed by EVI Industries, Inc. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 7)*

EVI Industries, Inc.

(Name of Issuer)

Common Stock, Par Value $0.025 Per Share

(Title of Class of Securities)

26929N102

(CUSIP Number)

Henry M. Nahmad

EVI Industries, Inc.

4500 Biscayne Blvd., Suite 340

Miami, Florida 33137

(305) 402-9300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 19, 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

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 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).
 

CUSIP No. 26929N102

CUSIP No. 26929N102

CUSIP No. 26929N102

Amendment No. 7 to Schedule 13D

This Amendment No. 7 to Schedule 13D (this “Amendment”) amends, solely to the extent set forth herein, the Schedule 13D filed on March 12, 2015, as previously amended (the “Schedule 13D”), by Symmetric Capital LLC, a Florida limited liability company, Symmetric Capital II LLC, a Florida limited liability company, and Henry M. Nahmad (collectively, the “Reporting Persons”), relating to the Common Stock, par value $0.025 per share (the “Common Stock”), of EVI Industries, Inc., a Delaware corporation (the “Company”).

Item 3: Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is amended to add the following:

On November 19, 2021, the Company, upon the approval of the Compensation Committee of the Company’s Board of Directors, as the administrative committee for the Company’s 2015 Equity Incentive Plan, as amended (the “Plan”), granted Henry M. Nahmad, the Company’s Chairman, Chief Executive Officer and President, a stock award of 8,287 shares (the “Bonus Shares”) of the Company’s Common Stock and a restricted stock award of 124,309 shares (the “Restricted Shares”) of the Company’s Common Stock. Mr. Nahmad surrendered to the Company 3,261 of the Bonus Shares to satisfy the Company’s tax withholding obligation relating to the grant of the Bonus Shares to Mr. Nahmad.

Subject to the terms and conditions of the Plan and the related Notice of Grant and Restricted Stock Agreement (the “Award Agreement”), a total of 25% of the Restricted Shares is scheduled to vest ratably, in equal annual installments, from November 2022 through November 2025, with the remaining 75% of the Restricted Shares (the “Balance Shares”) scheduled to vest on November 5, 2040 (the “Cliff Vest Date”), which is the date on which Mr. Nahmad will reach the age of 62, subject to accelerated vesting with respect to 50% of the Balance Shares under certain circumstances.

Mr. Nahmad has all rights of a stockholder with respect to the Bonus Shares. In addition, pursuant to the terms of the Plan and the Award Agreement, Mr. Nahmad will have the rights of a stockholder with respect to the Restricted Shares prior to their vesting, including, without limitation, voting rights; however, prior to their vesting, Mr. Nahmad may not sell, assign, pledge, exchange, hypothecate or otherwise transfer, encumber or dispose of any of the Restricted Shares.

In addition to the foregoing, on December 2, 2021, Mr. Nahmad gifted 23,485 shares of the Company’s Common Stock to a family trust, the investment and disposition decisions of which are made by an independent trustee.

Item 4: Purpose of Transaction

Item 4 of the Schedule 13D is amended to add the information set forth in Item 3 above, which is incorporated into this Item 4 by reference.

Item 5: Interest in Securities of the Issuer

Item 5 of the Schedule 13D is amended and restated as follows:

The information set forth in rows 7-13 of the cover pages of this Amendment is incorporated into this Item 5 by reference.

Except as described in Item 3 above, none of the Reporting Persons has effected any transaction in any shares of the Company’s Common Stock during the past 60 days. However, on October 10, 2021, the previously disclosed Stockholders Agreement, dated as of October 10, 2016, among the Company, Symmetric Capital LLC, Symmetric Capital II LLC, Henry M. Nahmad, Western State Design, LLC, Dennis Mack and Tom Marks expired in accordance with its terms. Prior to the expiration of such Stockholders Agreement, the 2,044,990 shares of the Company’s Common Stock held by Western State Design, LLC, Dennis Mack and Tom Marks subject to the Stockholders Agreement were deemed to be beneficially owned by Symmetric Capital LLC and Mr. Nahmad, as the Manager of Symmetric Capital LLC, due to their voting power over the shares pursuant to the Stockholders Agreement. As a result of the expiration of the Stockholders Agreement, such shares are no longer included in the beneficial holdings of Symmetric Capital LLC or Mr. Nahmad.

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.

December 7, 2021

Date

Symmetric Capital LLC

/s/ Henry M. Nahmad

Signature

Henry M. Nahmad/Manager

Name/Title

Symmetric Capital II LLC

/s/ Henry M. Nahmad

Signature

Henry M. Nahmad/Manager

Name/Title

/s/ Henry M. Nahmad

Henry M. Nahmad