SEC Form SC 13G/A filed by NV5 Global Inc. (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
NV5 Global, Inc.
(Name of Issuer)
Common Stock, par value $0.01
(Title of Class of Securities)
62945V109
(CUSIP Number)
December 31, 2021
(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 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, as amended (“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).
| CUSIP No. 62945V109 | Page 2 of 6 |
| 1. | Name of Reporting Person
Fifth Street Station 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, U.S.A. |
Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
1,078,542 |
| 6. | Shared Voting Power
0 | |
| 7. | Sole Dispositive Power
1,078,542 | |
| 8. | Shared Dispositive Power
0 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,078,542 |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ¨
|
| 11. | Percent of Class Represented by Amount in Row 9
7.0% (1) |
| 12. | Type of Reporting Person (see instructions)
OO |
| (1) | Calculated in accordance with Rule 13(d)-3(d)(1)(i), and based on an aggregate total of 15,401,051 shares of the Issuer’s Common Stock outstanding as of November 5, 2021, as reported by the Issuer in its Quarterly Report for the period ended October 2, 2021, filed on Form 10-Q with the Securities and Exchange Commission (the “SEC”) on November 10, 2021. |
| CUSIP No. 62945V109 | Page 3 of 6 |
| Item 1(a) | Name of Issuer.
NV5 Global, Inc. (the “Issuer”)
| |
| Item 1(b) | Address of Issuer’s Principal Executive Offices.
200 South Park Road Suite 350 Hollywood, FL 33021
| |
| Item 2(a) | Name of Person Filing. | |
Fifth Street Station LLC (the “Reporting Person”)
| ||
| Item 2(b) | Address of Principal Business Office or, if none, Residence.
The address of the principal business office of the Reporting Person is: | |
505 Fifth Avenue South Suite 900 Seattle, WA 98104 | ||
| Item 2(c) | Citizenship. | |
Delaware, U.S.A.
| ||
| Item 2(d) | Title of Class of Securities.
Common Stock, $0.01 par value | |
Item 2(e) |
CUSIP Number.
62945V109 | |
| 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); |
| CUSIP No. 62945V109 | Page 4 of 6 |
| (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) | ¨ 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:________________________________. |
| Item 4. | Ownership. |
Provide the following information regarding the aggregate number and percentage of the class of securities of the Issuer identified in Item 1.
| a. | Amount Beneficially Owned: |
As of December 31, 2021, the Reporting Person directly and beneficially owned 1,078,542 shares of the Issuer’s Common Stock. Voting and investment discretion for securities directly and beneficially owned by the Reporting Person during the 12-month period prior to December 31, 2021 (the “Reporting Period”) was exercised by an investment committee comprised of five of the Reporting Person’s officers.
| b. | Percent of Class: |
As of December 31, 2021, the Reporting Person was deemed to directly beneficially own 7.0% of the Issuer’s outstanding Common Stock. This percentage was calculated in accordance with Rule 13(d)-3(d)(1)(i), promulgated under the Exchange Act, and based on an aggregate total of 15,401,051 shares of the Issuer’s Common Stock outstanding as of November 5, 2021, as reported by the Issuer in its Quarterly Report for the period ended October 2, 2021, filed on Form 10-Q with the Securities and Exchange Commission on November 10, 2021.
| c. | Number of shares as to which the person has: |
| i. | Sole power to vote or to direct the vote: | 1,078,542 |
| ii. | Shared power to vote or to direct the vote: | 0 |
| iii. | Sole power to dispose or to direct the disposition of: | 1,078,542 |
| iv. | Shared power to dispose or to direct the disposition of: | 0 |
| CUSIP No. 62945V109 | Page 5 of 6 |
| Item 5. | Ownership of 5 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 o.
| Item 6. | Ownership of More than 5 Percent on Behalf of Another Person. |
Item 6 is 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. |
Item 7 is not applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Item 8 is not applicable.
| Item 9. | Notice of Dissolution of a Group. |
Item 9 is not applicable.
| Item 10. | Certification |
By signing below I certify that, to the best of my 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, other than activities solely in connection with a nomination under § 240.141-11.
| CUSIP No. 62945V109 | Page 6 of 6 |
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: February 11, 2022 | FIFTH STREET STATION LLC |
| By: | Cercano Management LLC | |
| Its: | Investment Manager |
| By: | /s/ Elizabeth Bernstein | ||
| Elizabeth Bernstein, Vice President |