SEC Form SC 13G/A filed by CVD Equipment Corporation (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
CVD Equipment Corporation
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
126601103
(CUSIP Number)
April 1, 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) |
| x | 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).
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Andrew Africk | |
| 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 of America |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER 0 |
| 6. | SHARED VOTING POWER 1,294,388 | |
| 7. | SOLE DISPOSITIVE POWER 0 | |
| 8. | SHARED DISPOSITIVE POWER 1,294,388 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,294,388 | |
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ¨ | |
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |
| 12. | TYPE OF REPORTING PERSON (see instructions) IN |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) ADA Partners, L.P. | |
| 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 0 |
| 6. | SHARED VOTING POWER 1,294,388 | |
| 7. | SOLE DISPOSITIVE POWER 0 | |
| 8. | SHARED DISPOSITIVE POWER 1,294,388 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,294,388 | |
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ¨ | |
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |
| 12. | TYPE OF REPORTING PERSON (see instructions) PN |
Item 1.
| (a) | Name of Issuer CVD Equipment Corporation (the “Issuer”) | |
| (b) |
Address of Issuer’s Principal Executive Offices 355 South Technology Drive, Central Islip, New York 11722 |
Item 2.
| (a) | Name of Person Filing | |
| (b) | Address of the Principal Office or, if none, residence | |
| (c) |
Citizenship
This Statement on Schedule 13G/A is jointly filed by Andrew Africk and ADA Partners, L.P. (each a “Reporting Person” and, collectively, the “Reporting Persons”). The general partner of ADA Partners, L.P. is ADA Partners GP, LLC (“GP”), of which Andrew Africk is the sole member and manager.
Andrew Africk (“Africk”) c/o Searay Capital 111 West 67th Street New York, NY 10023 Citizenship: United States
ADA Partners, L.P. (“Partners”) c/o Searay Capital 111 West 67th Street New York, NY 10023 Citizenship: Delaware | |
| (d) | Title of Class of Securities Common Stock, par value $0.01 per share (“Common Stock”) | |
| (e) | CUSIP Number 126601103 |
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c):
| x | Not applicable. | |
| o | Broker or dealer registered under Section 15 of the Exchange Act. | |
| o | Bank as defined in Section 3(a)(6) of the Exchange Act. | |
| o | Insurance company as defined in Section 3(a)(19) of the Exchange Act. | |
| o | Investment company registered under Section 8 of the Investment Company Act. | |
| o | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E). | |
| o | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F). | |
| o | A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G). | |
| o | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. | |
| o | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act. | |
| o | A non-U.S. institution, in accordance with Rule 13d-1(b)(1)(ii)(J). | |
| o | 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: ____ |
Item 4. Ownership.
(a) As of the close of business on April 2, 2024,
Partners beneficially owned 1,294,388 shares of Common Stock.
Andrew Africk, as the sole member and manager of GP, the general partner of Partners, may be deemed to beneficially own the 1,294,388 shares of Common Stock beneficially owned by GP as a result of being the general partner of Partners.
The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of any shares of Common Stock owned by another Reporting Person. GP disclaims beneficial ownership of the shares of Common Stock beneficially owned by Partners. Africk disclaims beneficial ownership of the shares of Common Stock beneficially owned by GP, and the filing of this statement shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities.
(b) Percent of Class:
As of the close of business on April 2, 2024, (i) Partners beneficially owned approximately 18.97% of the outstanding shares of Common Stock, and (ii) Africk may be deemed to beneficially own approximately 18.97% of the outstanding shares of Common Stock. The percentage is calculated based upon 6,824,511 shares of Common Stock outstanding as of March 25, 2024, as reported in the Issuer’s Form 10-K, filed with the Securities and Exchange Commission on March 28, 2024.
(c) Number of shares as to which such person has:
| (i) | sole power to vote or to direct the vote: |
See Cover Pages Items 5-9.
| (ii) | shared power to vote or to direct the vote: |
See Cover Pages Items 5-9.
| (iii) | sole power to dispose or to direct the disposition of: |
See Cover Pages Items 5-9.
| (iv) | shared power to dispose or to direct the disposition of: |
See Cover Pages Items 5-9.
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.
Africk shares voting and dispositive power over the shares of Common Stock owned by Partners.
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.
See Exhibit 99.1 to the Schedule 13G filed with the Securities and Exchange Commission on April 8, 2022.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below, the reporting person certifies that, to the best of his 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.
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: April 3, 2024
| /s/ Andrew Africk |
Andrew Africk
ADA PARTNERS, L.P.
| By: | ADA Partners GP, LLC, its general partner | |
| By: | /s/ Andrew Africk | |
| Name: Andrew Africk | ||
| Title: Manager |