UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Loar Holdings Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
53947R105
(CUSIP Number)
September 30, 2024
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ 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 the 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 (“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).
Except as otherwise provided herein, beneficial ownership information contained herein is given as of the date listed above.
| 1 |
NAME OF REPORTING PERSONS
Charles Family Trust 13 | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Charles Family Trust 13 – Florida | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
Charles Family Trust 13 – 0 | ||||
| 6 | SHARED VOTING POWER
Charles Family Trust 13 – 4,848,337
Refer to Item 4 below. | |||||
| 7 | SOLE DISPOSITIVE POWER
Charles Family Trust 13 – 0 | |||||
| 8 | SHARED DISPOSITIVE POWER
Charles Family Trust 13 – 4,848,337
Refer to Item 4 below. | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Charles Family Trust 13 – 4,848,337
Refer to Item 4 below. | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Charles Family Trust 13 – 5.4%
Refer to Item 4 below. | |||||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
Charles Family Trust 13 – OO (Trust) | |||||
| 1 |
NAME OF REPORTING PERSONS
Dirkson Charles | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Dirkson Charles – United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
Dirkson Charles – 4,848,337 | ||||
| 6 | SHARED VOTING POWER
Dirkson Charles – 4,848,337
Refer to Item 4 below. | |||||
| 7 | SOLE DISPOSITIVE POWER
Dirkson Charles – 4,848,337 | |||||
| 8 | SHARED DISPOSITIVE POWER
Dirkson Charles – 4,848,337
Refer to Item 4 below. | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Dirkson Charles – 4,848,337
Refer to Item 4 below. | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Dirkson Charles – 5.4%
Refer to Item 4 below. | |||||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
Dirkson Charles – IN | |||||
| Item 1. (a) | Name of Issuer |
Loar Holdings Inc.
| (b) | Address of Issuer’s Principal Executive Offices |
20 New King Street, White Plains, New York 10604
| Item 2. (a) | Name of Person Filing |
Charles Family Trust 13
Dirkson Charles
| (b) | Address of Principal Business Office, or, if none, Residence |
Charles Family Trust 13
Dirkson Charles
20 New King Street, White Plains, New York 10604
| (c) | Citizenship |
Charles Family Trust 13 – Florida
Dirkson Charles – United States
| (d) | Title of Class of Securities |
Common stock, par value $0.01 per share
| (d) | CUSIP No.: |
53947R105
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) | ☐ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | ||
| (b) | ☐ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | ||
| (c) | ☐ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | ||
| (d) | ☐ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | ||
| (e) | ☐ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | ||
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | ||
| (g) | ☐ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | ||
| (h) | ☐ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | ||
| (i) | ☐ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | ||
| (j) | ☐ | A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); | ||
| (k) | ☐ | A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: | ||
If filing as a non-U.S. institution in accordance with 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
| Item 4. | Ownership** |
The percentages herein are calculated based upon the statement in the Issuer’s quarterly report on Form 10-Q for the quarter ended June 30, 2024, as filed with the SEC on August 13, 2024, that there were 89,703,571 outstanding shares of common stock of the Issuer as of August 12, 2024.
| (a) | Amount beneficially owned |
Charles Family Trust 13 – 4,848,337
Dirkson Charles – 4,848,337
| (b) | Percent of class |
Charles Family Trust 13 – 5.4%
Dirkson Charles – 5.4%
| (c) | Number of shares as to which the person has voting and dispositive power: |
| (i) | Sole power to vote or to direct the vote |
Charles Family Trust 13 – 0 shares
Dirkson Charles – 4,848,337 shares
| (ii) | Shared power to vote or to direct the vote |
Charles Family Trust 13 – 4,848,337 shares
Dirkson Charles – 4,848,337 shares
| (iii) | Sole power to dispose or to direct the disposition of |
Charles Family Trust 13 – 0 shares
Dirkson Charles – 4,848,337 shares
| (iv) | Shared power to dispose or to direct the disposition of |
Charles Family Trust 13 – 5.4%
Dirkson Charles – 5.4%
| ** | Shares reported herein for Charles Family Trust 13 represent shares beneficially owned by Mr. Charles. Shares reported herein for Mr. Charles represent the above referenced shares reported for Charles Family Trust 13, the trustee of which is Mr. Charles. |
| Item 5. | Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☐.
| Item 6. | Ownership of More Than Five Percent on Behalf of Another Person |
Not Applicable
| Item 7. | Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person |
Not Applicable
| Item 8. | Identification and Classification of Members of the Group |
Not Applicable
| Item 9. | Notice of Dissolution of Group |
Not Applicable
| Exhibits | Exhibit | |
| 99.1 | Joint Filing Agreement by and among the Reporting Persons. | |
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.
Date: November 14, 2024
| CHARLES FAMILY TRUST 13 | ||||
| By: | /s/ Dirkson R. Charles | |||
| Name: | Dirkson R. Charles | |||
| Title: | Trustee | |||
| Dirkson R. Charles | ||||
| By: | /s/ Dirkson R. Charles | |||
| Name: | Dirkson R. Charles | |||