UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Information Statement Pursuant to Rules 13d-1
Under the Securities Exchange Act of 1934
(Amendment No.)*
GENTHERM INCORPORATED
(Name of Issuer)
Common Stock, No Par Value
(Title of Class of Securities)
37253A103
(CUSIP Number)
December 31, 2023
Date of Event Which Requires Filing of the Statement
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| x | Rule 13d-1(b) |
| ¨ | Rule 13d-1(c) |
| ¨ | Rule 13d-1(d) |
*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 (however, see the Notes).
| CUSIP No. 37253A103 | Schedule 13G | Page 2 of 12 |
| 1. | Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Trigran Investments, Inc. | ||||
| 2. | Check the Appropriate Box if a Member of a Group | ||||
| (a) | ¨ | ||||
| (b) | x | ||||
| 3. | SEC Use Only | ||||
| 4. | Citizenship or Place of Organization Illinois corporation | ||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power 0 | |||
| 6. | Shared Voting Power 1,807,860 shares of common stock | ||||
| 7. | Sole Dispositive Power 0 | ||||
| 8. | Shared Dispositive Power 1,887,857 shares of common stock | ||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 1,887,857 shares of common stock (1) | ||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ¨ | ||||
| 11. | Percent of Class Represented by Amount in Row (9) Approximately 5.8% (based on 32,796,297 shares of common stock issued and outstanding as of October 20, 2023, pursuant to the Gentherm Incorporated Form 10-Q filed with the SEC on October 26, 2023) | ||||
| 12. | Type of Reporting Person IA/CO | ||||
(1) The Reporting Person disclaims beneficial ownership of the shares reported in this Schedule 13G, except to the extent of its pecuniary interest.
| CUSIP No. 37253A103 | Schedule 13G | Page 3 of 12 |
| 1. | Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Douglas Granat | ||||
| 2. | Check the Appropriate Box if a Member of a Group | ||||
| (a) | ¨ | ||||
| (b) | x | ||||
| 3. | SEC Use Only | ||||
| 4. | Citizenship or Place of Organization U.S. Citizen | ||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power 0 | |||
| 6. | Shared Voting Power 1,807,860 shares of common stock | ||||
| 7. | Sole Dispositive Power 0 | ||||
| 8. | Shared Dispositive Power 1,887,857 shares of common stock | ||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 1,887,857 shares of common stock (1) | ||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ¨ | ||||
| 11. | Percent of Class Represented by Amount in Row (9) Approximately 5.8% (based on 32,796,297 shares of common stock issued and outstanding as of October 20, 2023, pursuant to the Gentherm Incorporated Form 10-Q filed with the SEC on October 26, 2023) | ||||
| 12. | Type of Reporting Person IN/HC | ||||
(1) The Reporting Person disclaims beneficial ownership of the shares reported in this Schedule 13G, except to the extent of his pecuniary interest.
| CUSIP No. 37253A103 | Schedule 13G | Page 4 of 12 |
| 1. | Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Lawrence A. Oberman | ||||
| 2. | Check the Appropriate Box if a Member of a Group | ||||
| (a) | ¨ | ||||
| (b) | x | ||||
| 3. | SEC Use Only | ||||
| 4. | Citizenship or Place of Organization U.S. Citizen | ||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power 0 | |||
| 6. | Shared Voting Power 1,807,860 shares of common stock | ||||
| 7. | Sole Dispositive Power 0 | ||||
| 8. | Shared Dispositive Power 1,887,857 shares of common stock | ||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 1,887,857 shares of common stock (1) | ||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ¨ | ||||
| 11. | Percent of Class Represented by Amount in Row (9) Approximately 5.8% (based on 32,796,297 shares of common stock issued and outstanding as of October 20, 2023, pursuant to the Gentherm Incorporated Form 10-Q filed with the SEC on October 26, 2023) | ||||
| 12. | Type of Reporting Person IN/HC | ||||
(1) The Reporting Person disclaims beneficial ownership of the shares reported in this Schedule 13G, except to the extent of his pecuniary interest.
| CUSIP No. 37253A103 | Schedule 13G | Page 5 of 12 |
| 1. | Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Steven G. Simon | ||||
| 2. | Check the Appropriate Box if a Member of a Group | ||||
| (a) | ¨ | ||||
| (b) | x | ||||
| 3. | SEC Use Only | ||||
| 4. | Citizenship or Place of Organization U.S. Citizen | ||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power 0 | |||
| 6. | Shared Voting Power 1,807,860 shares of common stock | ||||
| 7. | Sole Dispositive Power 0 | ||||
| 8. | Shared Dispositive Power 1,887,857 shares of common stock | ||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 1,887,857 shares of common stock (1) | ||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ¨ | ||||
| 11. | Percent of Class Represented by Amount in Row (9) Approximately 5.8% (based on 32,796,297 shares of common stock issued and outstanding as of October 20, 2023, pursuant to the Gentherm Incorporated Form 10-Q filed with the SEC on October 26, 2023) | ||||
| 12. | Type of Reporting Person IN/HC | ||||
(1) The Reporting Person disclaims beneficial ownership of the shares reported in this Schedule 13G, except to the extent of his pecuniary interest.
| CUSIP No. 37253A103 | Schedule 13G | Page 6 of 12 |
| 1. | Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Bradley F. Simon | ||||
| 2. | Check the Appropriate Box if a Member of a Group | ||||
| (a) | ¨ | ||||
| (b) | x | ||||
| 3. | SEC Use Only | ||||
| 4. | Citizenship or Place of Organization U.S. Citizen | ||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power 0 | |||
| 6. | Shared Voting Power 1,807,860 shares of common stock | ||||
| 7. | Sole Dispositive Power 0 | ||||
| 8. | Shared Dispositive Power 1,887,857 shares of common stock | ||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 1,887,857 shares of common stock (1) | ||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ¨ | ||||
| 11. | Percent of Class Represented by Amount in Row (9) Approximately 5.8% (based on 32,796,297 shares of common stock issued and outstanding as of October 20, 2023, pursuant to the Gentherm Incorporated Form 10-Q filed with the SEC on October 26, 2023) | ||||
| 12. | Type of Reporting Person IN/HC | ||||
(1) The Reporting Person disclaims beneficial ownership of the shares reported in this Schedule 13G, except to the extent of his pecuniary interest.
| CUSIP No. 37253A103 | Schedule 13G | Page 7 of 12 |
| 1. | Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Steven R. Monieson | ||||
| 2. | Check the Appropriate Box if a Member of a Group | ||||
| (a) | ¨ | ||||
| (b) | x | ||||
| 3. | SEC Use Only | ||||
| 4. | Citizenship or Place of Organization U.S. Citizen | ||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power 0 | |||
| 6. | Shared Voting Power 1,807,860 shares of common stock | ||||
| 7. | Sole Dispositive Power 0 | ||||
| 8. | Shared Dispositive Power 1,887,857 shares of common stock | ||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 1,887,857 shares of common stock (1) | ||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ¨ | ||||
| 11. | Percent of Class Represented by Amount in Row (9) Approximately 5.8% (based on 32,796,297 shares of common stock issued and outstanding as of October 20, 2023, pursuant to the Gentherm Incorporated Form 10-Q filed with the SEC on October 26, 2023) | ||||
| 12. | Type of Reporting Person IN/HC | ||||
(1) The Reporting Person disclaims beneficial ownership of the shares reported in this Schedule 13G, except to the extent of his pecuniary interest.
| CUSIP No. 37253A103 | Schedule 13G | Page 8 of 12 |
| Item 1(a) | Name of Issuer: Gentherm Incorporated |
| Item 1(b) |
Address of Issuer’s Principal
Executive Offices: Northville, MI 48167 |
| Item 2(a) | Name of Person Filing See Item 2(c) |
| Item 2(b) | Address of Principal Business Office See Item 2(c) |
| Item 2(c) |
Citizenship 630 Dundee Road, Suite 230 Northbrook, IL 60062 Illinois corporation
Douglas Granat 630 Dundee Road, Suite 230 Northbrook, IL 60062 U.S. Citizen
Lawrence A. Oberman 630 Dundee Road, Suite 230 Northbrook, IL 60062 U.S. Citizen
Steven G. Simon 630 Dundee Road, Suite 230 Northbrook, IL 60062 U.S. Citizen
Bradley F. Simon 630 Dundee Road, Suite 230 Northbrook, Illinois 60062 U.S. Citizen
Steven R. Monieson 630 Dundee Road, Suite 230 Northbrook, Illinois 60062 U.S. Citizen |
| Item 2(d) | Title of Class of Securities: Common stock, no par value |
| Item 2(e) | CUSIP Number: 37253A103 |
| Item 3 | If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: | ||
| (a) | ¨ | Broker or dealer registered under section 15 of the Exchange Act; | |
| (b) | ¨ | Bank as defined in section 3(a)(6) of the Exchange Act; | |
| CUSIP No. 37253A103 | Schedule 13G | Page 9 of 12 |
| (c) | ¨ | Insurance company as defined in section 3(a)(19) of the Exchange Act; | |
| (d) | ¨ | Investment company registered under section 8 of the Investment Company Act; | |
| (e) | ⌧ | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); | |
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); | |
| (g) | ⌧ | A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); | |
| (h) | ¨ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; | |
| (i) | ¨ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act; | |
| (j) | ¨ | A non-U.S. institution in accordance with Rule 13d–1(b)(1)(ii)(J); | |
| (k) | ¨ | Group, in accordance with Rule 13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 13d–1(b)(1)(ii)(J), please specify the type of institution:______________ |
| If this statement is filed pursuant to Rule 13d-1(c), check this box. ¨ |
|
Item 4 |
Ownership:(2) | ||
| (a) |
Amount beneficially owned: Incorporated by reference to Item 9 of the cover page pertaining to each reporting person. | ||
| (b) |
Percent of class: Incorporated by reference to Item 11 of the cover page pertaining to each reporting person. | ||
| (c) |
Number of shares as to which such person has:
| ||
| (i) |
Sole power to vote or to direct the vote: Incorporated by reference to Item 5 of the cover page pertaining to each reporting person. | ||
| (ii) |
Shared power to vote or to direct the vote: Incorporated by reference to Item 6 of the cover page pertaining to each reporting person. | ||
| (iii) |
Sole power to dispose or to direct the disposition of: Incorporated by reference to Item 7 of the cover page pertaining to each reporting person. | ||
| (iv) |
Shared power to dispose or to direct the disposition of: Incorporated by reference to Item 8 of the cover page pertaining to each reporting person. | ||
(2) Douglas Granat, Lawrence A. Oberman, Steven G. Simon, Bradley F. Simon, and Steven R. Monieson are the controlling shareholders and officers of Trigran Investments, Inc. and thus may be considered the beneficial owners of shares beneficially owned by Trigran Investments, Inc.
| CUSIP No. 37253A103 | Schedule 13G | Page 10 of 12 |
| Item 5 | Ownership of Five Percent or Less of a Class: |
| Not Applicable. | |
| Item 6 | Ownership of More than Five Percent on Behalf of Another Person: |
| Owners of accounts managed by Trigran Investments, Inc. have or may have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, securities held in their accounts. No such account has such power with respect to more than five percent of the class of securities to which this Schedule 13G relates. | |
| Item 7 | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company: |
| Not Applicable. | |
| Item 8 | Identification and Classification of Members of the Group: |
| Not Applicable. | |
| Item 9 | Notice of Dissolution of Group: |
| Not Applicable. | |
| Item 10 | Certification: |
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. | ||||||
| CUSIP No. 37253A103 | Schedule 13G | Page 11 of 12 |
After reasonable inquiry and to the best of its knowledge and belief, the undersigned Reporting Persons certify that the information set forth in this statement is true, complete, and correct.
Date: February 9, 2024
| TRIGRAN INVESTMENTS, INC. | ||
| By: | /s/ Lawrence A. Oberman | |
| Name: | Lawrence A. Oberman | |
| Title: | Executive Vice President | |
| /s/ Douglas Granat | ||
| Douglas Granat | ||
| /s/ Lawrence A. Oberman | ||
| Lawrence A. Oberman | ||
| /s/ Steven G. Simon | ||
| Steven G. Simon | ||
| /s/ Bradley F. Simon | ||
| Bradley F. Simon | ||
| /s/ Steven R. Monieson | ||
| Steven R. Monieson | ||
| CUSIP No. 37253A103 | Schedule 13G | Page 12 of 12 |
INDEX TO EXHIBITS
| PAGE | |
| EXHIBIT 1: Agreement to Make a Joint Filing | 1 |