SEC Form SC 13D/A filed by M-tron Industries Inc. (Amendment)
$MPTI
Industrial Machinery/Components
Technology
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. 5)
M-Tron Industries, Inc.
(Name of Issuer)
Common Stock, par value $0.01
(Title of Class of Securities)
___________________55380K109____________________
(CUSIP Number)
Peter Goldstein
One Corporate Center
Rye, NY 10580
(914) 921-7774
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
_________________ January 5, 2024________________________
(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 .
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CUSIP No. 55380K109
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1
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Names of reporting persons
I.R.S. identification nos. of above persons (entities only)
The EMG Madonna Educational Foundation Inc. I.D. No. 20-1331870
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2
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Check the appropriate box if
a member of a group (SEE INSTRUCTIONS) (a)
(b)
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3
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Sec use only
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4
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Source of funds (SEE
INSTRUCTIONS)
None
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5
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Check box if disclosure of
legal proceedings is required pursuant to items 2 (d) or 2 (e)
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6
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Citizenship or place of organization
New York
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Number Of
Shares
Beneficially
Owned
By Each
Reporting
Person
With
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: 7
:
:
:
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Sole voting power
None (Item 5)
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: 8
:
:
:
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Shared voting power
None
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: 9
:
:
:
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Sole dispositive power
None (Item 5)
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:10
:
:
:
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Shared dispositive power
None
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11
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Aggregate amount beneficially owned by each reporting person
None (Item 5)
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12
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Check box if the aggregate amount in row (11) excludes certain shares
(SEE INSTRUCTIONS)
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13
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Percent of class represented by amount in row (11)
0.00%
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14
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Type of reporting person (SEE
INSTRUCTIONS)
IA, CO
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2
CUSIP No. 55380K109
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1
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Names of reporting persons
I.R.S. identification nos. of above persons (entities only)
Marc Gabelli
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2
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Check the appropriate box if
a member of a group (SEE INSTRUCTIONS) (a)
(b)
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3
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Sec use only
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4
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Source of funds (SEE INSTRUCTIONS)
PF
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5
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Check box if disclosure of
legal proceedings is required pursuant to items 2 (d) or 2 (e)
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6
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Citizenship or place of organization
USA
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Number Of
Shares
Beneficially
Owned
By Each
Reporting
Person
With
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: 7
:
:
:
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Sole voting power
41,556 (Item 5)
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: 8
:
:
:
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Shared voting power
None
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: 9
:
:
:
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Sole dispositive power
41,556 (Item 5)
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:10
:
:
:
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Shared dispositive power
None
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11
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Aggregate amount beneficially owned by each reporting person
41,556 (Item 5)
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||
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12
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Check box if the aggregate amount in row (11) excludes certain shares
(SEE INSTRUCTIONS)
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13
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Percent of class represented by amount in row (11)
1.49%
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14
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Type of reporting person (SEE
INSTRUCTIONS)
OO
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3
CUSIP No. 55380K109
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1
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Names of reporting persons
I.R.S. identification nos. of above persons (entities only)
Venator Global LLC
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Check the appropriate box if
a member of a group (SEE INSTRUCTIONS) (a)
(b)
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|||
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3
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Sec use only
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4
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Source of funds (SEE INSTRUCTIONS)
AF
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5
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Check box if disclosure of
legal proceedings is required pursuant to items 2 (d) or 2 (e)
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6
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Citizenship or place of organization
Delaware
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Number Of
Shares
Beneficially
Owned
By Each
Reporting
Person
With
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: 7
:
:
:
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Sole voting power
68,321 (Item 5)
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: 8
:
:
:
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Shared voting power
None
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||
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: 9
:
:
:
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Sole dispositive power
68,321 (Item 5)
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:10
:
:
:
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Shared dispositive power
None
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||
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11
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Aggregate amount beneficially owned by each reporting person
68,321 (Item 5)
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||
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12
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Check box if the aggregate amount in row (11) excludes certain shares
(SEE INSTRUCTIONS)
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13
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Percent of class represented by amount in row (11)
2.45%
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14
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Type of reporting person (SEE
INSTRUCTIONS)
OO
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Item 1. Security and Issuer
This Amendment No. 5 to Schedule 13D on the Common Stock of M-Tron Industries, Inc. (the “Issuer”) is being filed on behalf of the
undersigned to amend the Schedule 13D, as amended (the “Schedule 13D”) which was originally filed on December 5, 2023. Unless otherwise indicated, all capitalized terms used herein but not defined herein shall have the same meanings as set forth in
the Schedule 13D.
Item 2. Identity and Background
This statement is being filed by Marc J. Gabelli, EMG Madonna Educational Foundation Inc. (“Foundation”), Venator Global, LLC (“Venator Global) and Venator Merchant Fund, L.P.
(“Venator Fund”) (collectively, the “Reporting Persons”). Mr. Gabelli is the Treasurer of EMG Madonna Educational Foundation and the President of Venator Global, LLC, the general partner of Venator Merchant Fund, LP, an investment management
firm. Mr. Gabelli is also the Chairman of the Board of Directors of the Issuer. Mr. Gabelli’s business address is 189 Mason Street, Greenwich, CT 06830.
The Foundation is a private foundation. Marc Gabelli is the Treasurer of the Foundation. The business address is 1177 6th
Avenue, 18th Floor, New York, New York 10036.
Venator Fund is an investment management firm whose objective is to provide capital appreciation by investing
in public and private companies. Venator Global is the general partner of Venator Fund. The business address of each of Venator Global and Venator Fund is c/o Marc Gabelli, The LGL Group, Inc., 2525 Shader Road, Orlando, FL 32804.
Item 5. Interest In Securities Of The Issuer
Item 5 to Schedule 13D is amended, in pertinent part, as follows:
(a) The aggregate number of Securities to which this Schedule 13D relates is 109,877 shares, representing 3.94% of the 2,787,860 shares
outstanding as reported in the Issuer’s most recently filed Form 10-Q for the quarterly period ended September 30, 2023. The Reporting Persons beneficially own those Securities as follows:
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Name
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Shares of
Common Stock
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% of Class of
Common
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Venator Global
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68,321
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2.45%
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Marc Gabelli
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41,556
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1.49%
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(b) Each of the Reporting Persons may be
deemed to have the sole power to vote and dispose of the Securities held by Venator Global and Venator Fund. Mr. Gabelli has the sole power to vote and dispose of the Securities he holds directly.
(c) Information with respect to all transactions in the Securities which were effected during the past sixty days or since the most recent
filing on Schedule 13D, whichever is less, by each of the Reporting Persons is set forth on Schedule II annexed hereto and incorporated herein by reference.
(e) The Reporting Persons ceased to be beneficial owners of 5% or more of the Issuer’s common stock on January 5, 2024.
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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: January 16, 2024
THE EMG MADONNA EDUCATIONAL FOUNDATION INC.
VENATOR MERCHANT FUND, L.P.
VENATOR GLOBAL, LLC
By:/s/ Marc J. Gabelli
Marc J. Gabelli
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SCHEDULE II
INFORMATION WITH RESPECT TO
TRANSACTIONS EFFECTED DURING THE PAST SIXTY DAYS OR
SINCE THE MOST RECENT FILING ON SCHEDULE 13D
SHARES PURCHASED AVERAGE
DATE SOLD(-) PRICE
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THE EMG MADONNA EDUCATIONAL FOUNDATION INC.
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01/10/2024
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-29,044
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39.99
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01/04/2024
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-37,797
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37.86
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12/21/2023
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-2,300
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33.35
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(1) UNLESS OTHERWISE INDICATED, ALL TRANSACTIONS WERE EFFECTED
ON THE NYSE.
(2) PRICE EXCLUDES COMMISSION.
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