SEC Form SC 13G/A filed by iRadimed Corporation (Amendment)
Iradimed Corporation
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(Name of Issuer)
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Common Stock
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(Title of Class of Securities)
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46266A109
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(CUSIP Number)
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December 31, 2023
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(Date of Event Which Requires Filing of this Statement)
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CUSIP No. |
46266A109
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1
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NAMES OF REPORTING PERSONS
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Roger E. Susi
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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162,950(1)
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6
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SHARED VOTING POWER
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4,425,000(2)
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7
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SOLE DISPOSITIVE POWER
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162,950(1)
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8
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SHARED DISPOSITIVE POWER
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4,425,000(2)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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4,587,950(3)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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36.4%(4)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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(1)
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Represents 162,950 shares of common stock (the “RT Shares”), par value $0.0001 per share (“Common
Stock”), of Iradimed Corporation (the “Issuer”) held by the Roger E. Susi Revocable Trust (“RT”). Roger Susi is the settlor and trustee of RT.
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(2)
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Represents 2,062,500 shares of Common Stock (the “MT Shares”) held by the Matthew Susi 2008 Dynasty Trust (“MT”) and 2,362,500 shares of Common Stock
(the “PT Shares”) held by the Phillip Susi 2008 Dynasty Trust (“PT”). Roger Susi is the settlor for each of MT and PT, which are irrevocable, but for which Roger Susi holds rights as the
settlor to substitute the assets of MT and PT in certain circumstances. J. Richard Susi, the brother of Roger Susi, is the trustee for each of MT and PT.
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(3)
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Represents (i) the RT Shares plus (ii) the MT Shares plus (iii) the PT Shares.
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(4)
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This percentage is calculated based upon 12,605,577 shares of Common Stock outstanding of the Issuer as of October 31, 2023, as reported in the
Issuer’s Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission on November 3, 2023 (the “Form 10-Q”).
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CUSIP No. |
46266A109
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1
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NAMES OF REPORTING PERSONS
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Roger E. Susi Revocable Trust
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Florida
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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162,950(1)
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6
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SHARED VOTING POWER
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0
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7
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SOLE DISPOSITIVE POWER
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162,950(1)
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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162,950(1)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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1.3%(2)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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(1)
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Represents the RT Shares. Roger Susi is the settlor and trustee of RT.
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(2)
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This percentage is calculated based upon 12,605,577 shares of Common Stock outstanding of the Issuer as of October 31, 2023, as reported in the Form
10-Q.
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CUSIP No. |
46266A109
|
1
|
NAMES OF REPORTING PERSONS
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Matthew Susi 2008 Dynasty Trust
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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||||
(a)☐
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|||||
(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Florida
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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2,062,500(1)
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6
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SHARED VOTING POWER
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0
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7
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SOLE DISPOSITIVE POWER
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2,062,500(1)
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,062,500(1)
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||||
10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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|||
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||||
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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16.4%(2)
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||||
12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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(1)
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Represents the MT Shares. Roger Susi is the settlor of MT, which is irrevocable, but for which Roger Susi holds rights as the settlor to substitute the
assets of MT in certain circumstances. J. Richard Susi, the brother of Roger Susi, is the trustee of MT.
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(2)
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This percentage is calculated based upon 12,605,577 shares of Common Stock outstanding of the Issuer as of October 31, 2023, as reported in the Form
10-Q.
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CUSIP No. |
46266A109
|
1
|
NAMES OF REPORTING PERSONS
|
|
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Phillip Susi 2008 Dynasty Trust
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
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|||||
(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Florida
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
|
SOLE VOTING POWER
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2,362,500(1)
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||||
6
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SHARED VOTING POWER
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0
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7
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SOLE DISPOSITIVE POWER
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2,362,500(1)
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8
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SHARED DISPOSITIVE POWER
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0
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|||
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||||
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,362,500(1)
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|||
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|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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|
|
||
☐
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|
|||
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|
||||
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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18.7%(2)
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||||
12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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(1)
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Represents the PT Shares. Roger Susi is the settlor of PT, which is irrevocable, but for which Roger Susi holds rights as the settlor to substitute the
assets of PT in certain circumstances. J. Richard Susi, the brother of Roger Susi, is the trustee of PT.
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(2)
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This percentage is calculated based upon 12,605,577 shares of Common Stock outstanding of the Issuer as of October 31, 2023, as reported in the
Form 10-Q.
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CUSIP No. |
46266A109
|
1
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NAMES OF REPORTING PERSONS
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J. Richard Susi
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|||
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||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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||||
(a)☐
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|||||
(b)☐
|
|
|
|||
3
|
SEC USE ONLY
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||
|
|
|
|||
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|
||||
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
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4,425,000(1)
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|||
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|
||||
6
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SHARED VOTING POWER
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0
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|||
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||||
7
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SOLE DISPOSITIVE POWER
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4,425,000(1)
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8
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SHARED DISPOSITIVE POWER
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0
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|||
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||||
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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4,425,000(1)
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|||
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|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
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|
||||
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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35.1%(2)
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|||
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||||
12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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|||
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(1)
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Represents (i) the MT Shares plus (ii) the PT Shares. Roger Susi is the settlor for each of MT and PT, which are irrevocable, but for which Roger Susi holds
rights as the settlor to substitute the assets of MT and PT in certain circumstances. J. Richard Susi, the brother of Roger Susi, is the trustee for each of MT and PT. J. Richard Susi disclaims any pecuniary interest in the MT
Shares and the PT Shares.
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(2)
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This percentage is calculated based upon 12,605,577 shares of Common Stock outstanding of the Issuer as of October 31, 2023, as reported in the
Form 10-Q.
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Item 1(a). | Name of Issuer: |
Item 1(b). | Address of Issuer's Principal Executive Offices: |
Item 2(a). | Name of Person Filing: |
Item 2(b). | Address of Principal Business Office or, if none, Residence: |
Item 2(c). |
Citizenship:
Each of Messrs. Roger E. Susi and J. Richard Susi is a
citizen of the United States of America.
RT is a Florida trust.
MT is a Florida trust.
PT is a Florida trust.
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Item 2(d). | Title of Class of Securities: |
Item 2(e). | CUSIP Number: |
Item 3. |
If this Statement is Filed Pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a:
Not Applicable.
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Item 4. |
Ownership.
The information required by Items 4(a) – (c) is set forth in Rows (5) – (11) of the cover page, including the related footnotes, for each
Reporting Person and is incorporated herein by reference for such Reporting Person.
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Item 5. |
Ownership of Five Percent or Less of a Class.
Not Applicable.
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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.
Not Applicable.
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Item 8. |
Identification and Classification of Members of the Group.
Not Applicable.
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Item 9. |
Notice of Dissolution of Group.
Not Applicable.
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Item 10.
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Certification.
Not Applicable.
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Dated: February 13, 2024
/s/ Roger Susi
Roger Susi
ROGER E. SUSI REVOCABLE TRUST
/s/ Roger Susi
Roger Susi, Trustee
MATTHEW SUSI 2008 DYNASTY TRUST
/s/ J. Richard Susi
J. Richard Susi, Trustee
PHILLIP SUSI 2008 DYNASTY TRUST
/s/ J. Richard Susi
J. Richard Susi, Trustee
/s/ J. Richard Susi
J. Richard Susi
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EXHIBIT A
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Dated: February 13, 2024
/s/ Roger Susi
Roger Susi
ROGER E. SUSI REVOCABLE TRUST
/s/ Roger Susi
Roger Susi, Trustee
MATTHEW SUSI 2008 DYNASTY TRUST
/s/ J. Richard Susi
J. Richard Susi, Trustee
PHILLIP SUSI 2008 DYNASTY TRUST
/s/ J. Richard Susi
J. Richard Susi, Trustee
/s/ J. Richard Susi
J. Richard Susi
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