SEC Form SC 13G/A filed by Universal Stainless & Alloy Products Inc. (Amendment)
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
SCHEDULE 13G
Under the Securities Exchange Act of
1934
(Amendment No. 5)*
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 ("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).
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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CUSIP No. |
913837100 |
| 1 | NAMES OF REPORTING PERSONS: | ||||
| Minerva Advisors
LLC Minerva Group, LP Minerva GP, LP Minerva GP, Inc. David P. Cohen | |||||
| 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: | ||||
| Minerva Advisors LLC -
Delaware Minerva Group, LP - Delaware Minerva GP, LP - Delaware Minerva GP, Inc. - Pennsylvania David P. Cohen - U.S. Citizen | |||||
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER: | |||
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Minerva Advisors LLC* - 584,923 *Each of these reporting persons is deemed a beneficial owner of the 584,923 shares of the Issuer held by Minerva Group, LP. | |||||
| 6 | SHARED VOTING POWER: | ||||
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Minerva Advisors LLC - 191,122 **David P. Cohen is deemed a beneficial owner of the 191,122 shares of the Issuer beneficially owned by Minerva Advisors LLC. | |||||
| 7 | SOLE DISPOSITIVE POWER: | ||||
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Minerva Advisors LLC* - 584,923 *Each of these reporting persons is deemed a beneficial owner of the 584,923 shares of the Issuer held by Minerva Group, LP. | |||||
| 8 | SHARED DISPOSITIVE POWER: | ||||
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Minerva Advisors LLC - 191,122 **David P. Cohen is deemed a beneficial owner of the 191,122 shares of the Issuer beneficially owned by Minerva Advisors LLC. | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
| Minerva Advisors LLC* -
776,045 Minerva Group, LP - 584,923 Minerva GP, LP* - 584,923 Minerva GP, Inc.* - 584,923 David P. Cohen* - 776,045 *Each of these reporting persons is deemed a beneficial owner of the 584,923 shares of the Issuer held by Minerva Group, LP. David P. Cohen is also deemed a beneficial owner of the 776,045 shares of the Issuer beneficially owned by Minerva Advisors LLC. | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||
| [ ] | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): | ||||
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Minerva Advisors LLC* - 8.5% *Each of these reporting persons is deemed a beneficial owner of the 6.4% of the shares of the Issuer held by Minerva Group, LP. David P. Cohen is also deemed a beneficial owner of the 8.5% of the shares of the Issuer beneficially owned by Minerva Advisors LLC. Based on a total of 9,088,245 shares of the Issuer's Common Stock outstanding as of October 30, 2023, as reported in the Issuer's Quarterly Report on Form 10-Q for the period ended September 30, 2023. | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||
| Minerva Advisors LLC - IA
Minerva Group, LP - PN Minerva GP, LP - PN Minerva GP, Inc. - CO David P. Cohen - IN | |||||
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Item 1(a)
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Name of Issuer. | |
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Universal Stainless & Alloy Products, Inc. | |
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Item 1(b)
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Address of Issuer's Principal Executive Offices. | |
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600 Mayer Street
Bridgeville, PA 15017 |
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Item 2(a)
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Name of Person Filing. | |
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Minerva Advisors LLC Minerva Group, LP Minerva GP, LP Minerva GP, Inc. David P. Cohen | |
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Item 2(b)
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Address of Principal Business Office or, if none, Residence. | |
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50 Monument Road, Suite 201 Bala Cynwyd, PA 19004 | |
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Item 2(c)
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Citizenship. | |
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David P. Cohen is a U.S. Citizen. Minerva Advisors LLC, Minerva Group, LP, and Minerva GP, LP are organized under Delaware law. Minerva GP, Inc. is organized under Pennsylvania law. | |
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Item 2(d)
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Title of Class of Securities. | |
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Common Stock, par value $.001 | |
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Item 2(e)
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CUSIP Number. | |
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913837100 | |
| Item 3 | This statement is not filed pursuant to Rules 13d-1(b), 13d-2(b) or 13d-2(c). | |||
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| Item 4 | Ownership. | |||
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(a) | Amount
beneficially owned:
Minerva Advisors LLC* -
776,045 *Each of these reporting persons is deemed a beneficial owner of the 584,923 shares of the Issuer held by Minerva Group, LP. David P. Cohen is also deemed a beneficial owner of the 776,045 shares of the Issuer beneficially owned by Minerva Advisors LLC. | ||
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(b) | Percent of Class: Minerva Advisors LLC* - 8.5% *Each of these reporting persons is deemed a beneficial owner of the 6.4% of the shares of the Issuer held by Minerva Group, LP. David P. Cohen is also deemed a beneficial owner of the 8.5% of the shares of the Issuer beneficially owned by Minerva Advisors LLC. Based on a total of 9,088,245 shares of the Issuer's Common Stock outstanding as of October 30, 2023, as reported in the Issuer's Quarterly Report on Form 10-Q for the period ended September 30, 2023. | ||
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(c) | Number of Shares as to which the person has: (i) Sole power to vote or to direct the vote: Minerva Advisors LLC* - 584,923 *Each of these reporting persons is deemed a beneficial owner of the 584,923 shares of the Issuer held by Minerva Group, LP. (ii) Shared power to vote or to direct the vote: Minerva Advisors LLC - 191,122 **David P. Cohen is deemed a beneficial owner of the 191,122 shares of the Issuer beneficially owned by Minerva Advisors LLC. (iii) Sole power to dispose or to direct the disposition of:
Minerva Advisors LLC* - 584,923 *Each of these reporting persons is deemed a beneficial owner of the 584,923 shares of the Issuer held by Minerva Group, LP. (iv) Shared power to dispose or to direct the disposition of: Minerva Advisors LLC - 191,122 **David P. Cohen is deemed a beneficial owner of the 191,122 shares of the Issuer beneficially owned by Minerva Advisors LLC. | ||
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| Item 5 | Ownership of Five Percent or Less of a Class. | |||
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| Not applicable. | ||||
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| Item 6 | Ownership of More Than Five Percent on Behalf of Another Person. | |||
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| Not applicable. | ||||
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| Item 7 | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported On By the Parent Holding Company or Control Person. | |||
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| Not applicable. | ||||
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| Item 8 | Identification and Classification of Members of the Group. | |||
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| Not applicable. | ||||
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| Item 9 | Notice of Dissolution of Group. | |||
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| Not applicable. | ||||
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| Item 10 | Certification. | |||
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| 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. | ||||
| MINERVA ADVISORS LLC | ||||||
| Date: January 25, 2024 | ||||||
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| By: | David P. Cohen, President | |||||
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| By: | /s/ Beth N. Lowson | |||||
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| Name: Beth N. Lowson | ||||||
| Title: Attorney-In-Fact | ||||||
| DarrowEverett LLP | ||||||
| MINERVA GROUP, LP | ||||||
| Date: January 25, 2024 | ||||||
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| By: | MINERVA GP, LP, its General Partner | |||||
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By: | MINERVA GP, INC., its General Partner | ||||
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By: | David P. Cohen, President | ||||
| By: | /s/ Beth N. Lowson | |||||
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| Name: Beth N. Lowson | ||||||
| Title: Attorney-In-Fact | ||||||
| DarrowEverett LLP | ||||||
| MINERVA GP, LP | ||||||
| Date: January 25, 2024 | ||||||
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| By: | MINERVA GP, INC., its General Partner | |||||
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By: | David P. Cohen, President | ||||
| By: | /s/ Beth N. Lowson | |||||
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| Name: Beth N. Lowson | ||||||
| Title: Attorney-In-Fact | ||||||
| DarrowEverett LLP | ||||||
| MINERVA GP, INC. | ||||||
| Date: January 25, 2024 | ||||||
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| By: | David P. Cohen | |||||
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By: | /s/ Beth N. Lowson | ||||
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| Name: Beth N. Lowson | ||||||
| Title: Attorney-In-Fact | ||||||
| DarrowEverett LLP | ||||||
| DAVID P. COHEN | ||||||
| Date: January 25, 2024 | ||||||
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By: | /s/ Beth N. Lowson | ||||
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| Name: Beth N. Lowson | ||||||
| Title: Attorney-In-Fact | ||||||
| DarrowEverett LLP | ||||||
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By: | /s/ David P. Cohen |
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| David P. Cohen | ||