SEC Form SC 13G filed by Luna Innovations Incorporated

13G

Item 1(a)

Name of Issuer:

LUNA INNOVATIONS INC.

Item 1(b)

Address of Issuer's Principal Executive Offices:

301 1st Street SW, Suite 200, Roanoke, VA 24011

Item 2(a)

This statement is filed by: (i) ACK Asset Management LLC (“ACK”) with respect to shares of Common Stock, par value $0.001 (“Shares”), of the Issuer beneficially owned by certain funds and managed accounts advised by ACK and through ACK’s managing members, (ii) Richard Meisenberg and (iii) John Reilly.

ACK, Richard Meisenberg and John Reilly have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 99.1, pursuant to which they have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Act.

Item 2(b)

Address or Principal Business Office:

The address of the principal business office of ACK, Richard Meisenberg and John Reilly is 2 Greenwich Office Park, Suite 300, Greenwich, CT 06831

Item 2(c)

Citizenship:

ACK is a Delaware limited liability company.  Mr. Meisenberg and Mr. Reilly are United States citizens.

Item 2(d)

Title of Class of Securities:

Common Stock, par value $0.001 Per Share

Item 2(e)

CUSIP Number:

550351100

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:

[ ] Broker or dealer registered under Section 15 of the Act;

[ ] Bank as defined in Section 3(a)(6) of the Act;

[ ] Insurance company as defined in Section 3(a)(19) of the Act;

[ ] Investment company registered under Section 8 of the Investment Company Act of 1940;

[X] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); *

[ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

[X] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); **

[ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

[ ] 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;

[ ] A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);

[ ] Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____

* ACK is filing as an investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).

** Mr. Meisenberg and Mr. Reilly are filing as control persons in accordance with Rule 13d-1(b)(1)(ii)(G).

Item 4

Ownership:

The percentages used herein are calculated based upon the Shares of common stock issued and outstanding as of November 26, 2021 as reported on the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission by the Issuer for the quarterly period ended November 15, 2021.

As of the close of business on November 26, 2021                                  :

1.  ACK Asset Management LLC

(a) Amount beneficially owned: 1,832,647

(b) Percent of class: 5.73%

(c)(i) Sole power to vote or direct the vote: -0-

(ii) Shared power to vote or direct the vote: 1,832,647

(iii) Sole power to dispose or direct the disposition: -0-

(iv) Shared power to dispose or direct the disposition: 1,832,647

2.  Richard Meisenberg

(a) Amount beneficially owned: 1,832,647

(b) Percent of class: 5.73%

(c)(i) Sole power to vote or direct the vote: -0-

(ii) Shared power to vote or direct the vote: 1,832,647

(iii) Sole power to dispose or direct the disposition: -0-

(iv) Shared power to dispose or direct the disposition: 1,832,647

3.  John Reilly

(a) Amount beneficially owned: 1,832,647

(b) Percent of class: 5.73%

(c)(i) Sole power to vote or direct the vote: -0-

(ii) Shared power to vote or direct the vote: 1,832,647

(iii) Sole power to dispose or direct the disposition: -0-

(iv) Shared power to dispose or direct the disposition: 1,832,647

ACK owns no Shares directly.  ACK maintains investment and/or voting power with respect to certain funds and managed accounts advised by it.  Mr. Meisenberg and Mr. Reilly are the managing members of ACK and control ACK.  By reason of the provisions of Rule 13d-3 of the Securities Exchange Act of 1934, as amended, each of ACK, Mr. Meisenberg and Mr. Reilly may be deemed to beneficially own 1,832,647 Shares (constituting approximately 5.73% of the Shares outstanding). Each of ACK, Mr. Meisenberg and Mr. Reilly disclaims beneficial ownership of any of the securities covered by this statement.

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 five 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:

See Exhibit 99.2.

Item 8

Identification and Classification of Members of the Group:

Not Applicable

Item 9

Notice of Dissolution of Group:

Not Applicable

Item 10

Certification: