UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
(Amendment No. 2)
Under the Securities Exchange Act of 1934
| CADRE HOLDINGS, INC. |
| (Name of Issuer) |
| Common stock, par value $0.0001 per share |
| (Title of Class of Securities) |
| 12763L105 |
| (CUSIP Number) |
| December 31, 2023 |
| (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) |
| x | 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 (the “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).
| 1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Warren B. Kanders |
| 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
United States |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER
14,974,452 |
| 6 |
SHARED VOTING POWER
23,450 | |
| 7 |
SOLE DISPOSITIVE POWER
14,974,452 | |
| 8 |
SHARED DISPOSITIVE POWER
23,450 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,997,902 |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
39.9% |
| 12 |
TYPE OF REPORTING PERSON (See Instructions)
IN |
| 1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Kanders SAF, LLC |
| 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
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER
13,623,045 |
| 6 |
SHARED VOTING POWER
0 | |
| 7 |
SOLE DISPOSITIVE POWER
13,623,045 | |
| 8 |
SHARED DISPOSITIVE POWER
0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,623,045 |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
36.2% |
| 12 |
TYPE OF REPORTING PERSON (See Instructions)
CO |
| Item 1(a). | Name of Issuer: |
Cadre Holdings, Inc., a Delaware corporation
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
13386 International Pkwy, Jacksonville, Florida, 32218
| Item 2(a). | Name of Filing Person: |
This statement is filed by:
(i) Warren B. Kanders; and
(ii) Kanders SAF, LLC, a Delaware limited liability company (“SAF”).
| Item 2(b). | Address of Principal Business Office or, if none, Residence: |
The address of the principal business office of the Reporting Persons is 250 Royal Palm Way, Suite 201, Palm Beach, Florida 33480.
| Item 2(c). | Citizenship: |
Mr. Kanders is a citizen of the United States of America. SAF is a Delaware limited liability company.
| Item 2(d). | Title of Class of Securities: |
Common stock, par value $0.0001 per share
| Item 2(e). | CUSIP Number: |
12763L105
| 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 Act. |
| (b) | ¨ Bank as defined in section 3(a)(6) of the Act. |
| (c) | ¨ Insurance company as defined in section 3(a)(19) of the Act. |
| (d) | ¨ Investment company registered under section 8 of the Investment Company Act of 1940. |
| (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 (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. |
| (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: ___ |
| Item 4. | Ownership: |
| A. | Warren B. Kanders |
| (a) | Amount beneficially owned: 14,997,902 (1)(3)(4) | |
| (b) | Percent of class: 39.9% (2) | |
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or direct the vote: 14,974,452 (3) | |
| (ii) | Shared power to vote or direct the vote: 23,450 (4) | |
| (iii) | Sole power to dispose or direct the disposition: 14,974,452 (3) | |
| (iv) | Shared power to dispose or direct the disposition: 23,450 (4) |
| B. | Kanders SAF, LLC. |
| (a) | Amount beneficially owned: 13,623,045 (5) | |
| (b) | Percent of class: 36.2% (2) | |
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or direct the vote: 13,623,045 (5) | |
| (ii) | Shared power to vote or direct the vote: 0 | |
| (iii) | Sole power to dispose or direct the disposition: 13,623,045 (5) | |
| (iv) | Shared power to dispose or direct the disposition: 0 |
| (1) |
The amount reported above as being beneficially owned by Mr. Kanders (i) includes 37,878 shares underlying stock options to purchase shares of Common Stock which were previously granted under the Company’s 2021 Stock Incentive Plan and that are presently exercisable or exercisable within 60 days of December 31, 2023; and (ii) excludes (a) 75,758 shares underlying stock options to purchase shares of Common Stock which were previously granted under the Company’s 2021 Stock Incentive Plan and that are not presently exercisable or exercisable within 60 days of December 31, 2023, and (b) 2,020,834 shares underlying restricted Common Stock awards which were previously granted under the Company’s 2021 Stock Incentive Plan and that are not presently vested or vesting within 60 days of December 31, 2023.
|
| (2) |
The percentage of shares of Common Stock reported as being beneficially owned by Mr. Kanders is based upon 37,623,909 shares of Common Stock outstanding as of December 31, 2023, which includes: (i) 37,586,031 shares of Common Stock outstanding as of November 3, 2023, as set forth in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, filed with the Securities and Exchange Commission on November 8, 2023; (ii) options to purchase an aggregate of 37,878 shares of Common Stock which were previously granted under the Company’s 2021 Stock Incentive Plan and that are presently exercisable or exercisable within 60 days of December 31, 2023.
|
| (3) |
Consists of (i) 7,879 shares held by Warren B. Kanders, (ii) 1,305,650 shares held by Warren B. Kanders Roth IRA, (iii) 13,623,045 shares held by SAF; and (iv) options to purchase an aggregate of 37,878 shares of Common Stock which were previously granted under the Company’s 2021 Stock Incentive Plan and that are presently exercisable or exercisable within 60 days of December 31, 2023. Mr. Kanders is the sole member and manager of SAF, and accordingly all of the shares of the Company’s common stock held by SAF may be deemed to be beneficially owned by Mr. Kanders.
|
| (4) |
Consists of 23,450 shares held by Allison Kanders Roth IRA. Allison Kanders is the wife of Mr. Kanders, and accordingly all of the shares of the Company’s common stock held by Allison Kanders may be deemed to be beneficially owned by Mr. Kanders.
|
| (5) | Mr. Kanders is the sole member and manager of SAF, and accordingly may be deemed to beneficially own all of the shares of the Company’s common stock held by SAF. |
| 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.
| Item 10. | Certification: |
Not applicable.
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: February 12, 2024
| /s/ Warren B. Kanders | ||
| Warren B. Kanders, Individually | ||
| KANDERS SAF, LLC | ||
| By: | /s/ Warren B. Kanders | |
|
Name: |
Warren B. Kanders
|
|
| Title: | Manager | |