If the filing person has previously filed
a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because
of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☐
* 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
|
NAME OF REPORTING PERSON
Neil S. Subin
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ☒
(b) ☐
|
3
|
SEC
USE ONLY
|
4
|
SOURCE OF FUNDS*
PF-AF-OO
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
|
31,742
|
8
|
SHARED VOTING POWER
|
792,658(2)
|
9
|
SOLE
DISPOSITIVE POWER
|
31,742
|
10
|
|
SHARED DISPOSITIVE POWER
|
792,658(2)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
824,400(1)(2)
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
9.4%(3)
|
14
|
TYPE OF REPORTING PERSON
IN
|
(1) Represents 31,742 restricted stock units held of record
by Mr. Subin of which 25,008 have vested.
(2) Represents (i) 95,858 shares of Class A Common Stock owned
of record by Lloyd I. Miller, III Trust A-4; (ii) 95,858 shares of Class A Common Stock owned of record by Marli B. Miller Trust
A-4; (iii) 36,776 shares of Class A Common Stock owned of record by Catherine Miller Trust C; (iv) 96,973 shares of Class A Common
Stock owned of record by the Susan Miller Spousal IRA; (v) 348,422 shares of Class A Common Stock owned of record by Milfam II
L.P.; (vi) 113,771 shares of Class A Common Stock owned of record by Lloyd I. Miller, III Revocable Trust; and (vii) 5,000 shares
of Class A Common Stock owned of record by Catherine Miller Irrevocable Trust. Mr. Subin is the President and Manager of MILFAM
LLC, which serves as manager, general partner, or advisor of a number of the foregoing entities formerly managed or
advised by the late Lloyd I. Miller, III, and he also serves as trustee of a number of a number of the foregoing trusts for the
benefit of the family of the late Mr. Lloyd I. Miller, III, consequently, he may be deemed the beneficial owner of the shares
specified in clauses (i) through (vii) of the preceding sentence. Mr. Subin disclaims beneficial ownership of any shares other
than to the extent he may have a pecuniary interest therein.
(2) The percentage reported in this Amendment No. 1 to
Schedule 13D is based upon 8,783,189 shares of Class A Common Stock outstanding according to the Quarterly Report on Form
10-Q filed by Centrus Energy Corp. on May 12, 2020.
1
|
NAME OF REPORTING PERSON
MILFAM LLC
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ☒
(b) ☐
|
3
|
SEC
USE ONLY
|
4
|
SOURCE OF FUNDS*
PF-AF-OO
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
|
0
|
8
|
SHARED VOTING POWER
|
792,658(1)
|
9
|
SOLE
DISPOSITIVE POWER
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
792,658(1)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
792,658(1)
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
9.0%(2)
|
14
|
TYPE OF REPORTING PERSON
OO
|
(1) Represents (i) 95,858 shares of Class A Common Stock owned
of record by Lloyd I. Miller III Trust A-4; (ii) 95,858 shares of Class A Common Stock owned of record by Marli B. Miller Trust
A-4; (iii) 36,776 shares of Class A Common Stock owned of record by Catherine Miller Trust C; (iv) 96,973 shares of Class A Common
Stock owned of record by the Susan Miller Spousal IRA; (v) 348,422 shares of Class A Common Stock owned of record by Milfam II
L.P.; (vi) 113,771 shares of Class A Common Stock owned of record by Lloyd I. Miller, III Revocable Trust; and (vii) 5,000 shares
of Class A Common Stock owned of record by Catherine Miller Irrevocable Trust. MILFAM LLC serves as manager, general partner,
or advisor of the foregoing entities formerly managed or advised by the late Lloyd I. Miller, III, consequently, it
may be deemed the beneficial owner of the shares specified in clauses (i) through (vii) of the preceding sentence. MILFAM LLC
disclaims beneficial ownership of any shares other than to the extent it may have a pecuniary interest therein.
(2) The percentage reported in this Amendment No. 1 to
Schedule 13D is based upon 8,783,189 shares of Class A Common Stock outstanding according to the Quarterly Report on Form
10-Q filed by Centrus Energy Corp. on May 12, 2020.
1
|
NAME OF REPORTING PERSON
Lloyd I. Miller, III Trust A-4
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ☒
(b) ☐
|
3
|
SEC
USE ONLY
|
4
|
SOURCE OF FUNDS*
PF
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
|
0
|
8
|
SHARED VOTING POWER
|
95,858
|
9
|
SOLE
DISPOSITIVE POWER
|
0
|
10
|
|
SHARED DISPOSITIVE POWER
|
95,858
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
95,858
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
1.1%(1)
|
14
|
TYPE OF REPORTING PERSON
OO
|
(1) The percentage reported in this Amendment No. 1 to
Schedule 13D is based upon 8,783,189 shares of Class A Common Stock outstanding according to the Quarterly Report on Form
10-Q filed by Centrus Energy Corp. on May 12, 2020.
1
|
NAME OF REPORTING PERSON
Marli B. Miller Trust A-4
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ☒
(b) ☐
|
3
|
SEC
USE ONLY
|
4
|
SOURCE OF FUNDS*
PF
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
|
0
|
8
|
SHARED VOTING POWER
|
95,858
|
9
|
SOLE
DISPOSITIVE POWER
|
0
|
10
|
|
SHARED DISPOSITIVE POWER
|
95,858
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
95,858
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
1.1%(1)
|
14
|
TYPE OF REPORTING PERSON
OO
|
(1) The percentage reported in this Amendment No. 1 to
Schedule 13D is based upon 8,783,189 shares of Class A Common Stock outstanding according to the Quarterly Report on Form
10-Q filed by Centrus Energy Corp. on May 12, 2020.
1
|
NAME OF REPORTING PERSON
Catherine Miller Trust C
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ☒
(b) ☐
|
3
|
SEC
USE ONLY
|
4
|
SOURCE OF FUNDS*
PF
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
|
0
|
8
|
SHARED VOTING POWER
|
36,776
|
9
|
SOLE
DISPOSITIVE POWER
|
0
|
10
|
|
SHARED DISPOSITIVE POWER
|
36,776
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
36,776
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
0.4%(1)
|
14
|
TYPE OF REPORTING PERSON
OO
|
(1) The percentage reported in this Amendment No. 1 to
Schedule 13D is based upon 8,783,189 shares of Class A Common Stock outstanding according to the Quarterly Report on Form
10-Q filed by Centrus Energy Corp. on May 12, 2020.
1
|
NAME OF REPORTING PERSON
Susan Miller Spousal IRA
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ☒
(b) ☐
|
3
|
SEC
USE ONLY
|
4
|
SOURCE OF FUNDS*
PF
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
|
0
|
8
|
SHARED VOTING POWER
|
96,973
|
9
|
SOLE
DISPOSITIVE POWER
|
0
|
10
|
|
SHARED DISPOSITIVE POWER
|
96,973
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
96,973
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
1.1%(1)
|
14
|
TYPE OF REPORTING PERSON
OO
|
(1) The percentage reported in this Amendment No. 1 to
Schedule 13D is based upon 8,783,189 shares of Class A Common Stock outstanding according to the Quarterly Report on Form
10-Q filed by Centrus Energy Corp. on May 12, 2020.
1
|
NAME OF REPORTING PERSON
Milfam II L.P.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ☒
(b) ☐
|
3
|
SEC
USE ONLY
|
4
|
SOURCE OF FUNDS*
WC
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
|
0
|
8
|
SHARED VOTING POWER
|
348,422
|
9
|
SOLE
DISPOSITIVE POWER
|
0
|
10
|
|
SHARED DISPOSITIVE POWER
|
348,422
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
348,422
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
4.0%(1)
|
14
|
TYPE OF REPORTING PERSON
PN
|
(1) The percentage reported in this Amendment No. 1 to
Schedule 13D is based upon 8,783,189 shares of Class A Common Stock outstanding according to the Quarterly Report on Form
10-Q filed by Centrus Energy Corp. on May 12, 2020.
1
|
NAME OF REPORTING PERSON
Catherine Miller Irrevocable Trust
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ☒
(b) ☐
|
3
|
SEC
USE ONLY
|
4
|
SOURCE OF FUNDS*
PF
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
|
0
|
8
|
SHARED VOTING POWER
|
5,000
|
9
|
SOLE
DISPOSITIVE POWER
|
0
|
10
|
|
SHARED DISPOSITIVE POWER
|
5,000
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
5,000
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
0.1%(1)
|
14
|
TYPE OF REPORTING PERSON
OO
|
(1) The percentage reported in this Amendment No. 1 to
Schedule 13D is based upon 8,783,189 shares of Class A Common Stock outstanding according to the Quarterly Report on Form
10-Q filed by Centrus Energy Corp. on May 12, 2020.
1
|
NAME OF REPORTING PERSON
Lloyd I. Miller, III Revocable Trust
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ☒
(b) ☐
|
3
|
SEC
USE ONLY
|
4
|
SOURCE OF FUNDS*
PF
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
|
0
|
8
|
SHARED VOTING POWER
|
113,771
|
9
|
SOLE
DISPOSITIVE POWER
|
0
|
10
|
|
SHARED DISPOSITIVE POWER
|
113,771
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
113,771
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
1.3%(1)
|
14
|
TYPE OF REPORTING PERSON
OO
|
(1) The percentage reported in this Amendment No. 1 to
Schedule 13D is based upon 8,783,189 shares of Class A Common Stock outstanding according to the Quarterly Report on Form
10-Q filed by Centrus Energy Corp. on May 12, 2020.
AMENDMENT
NO. 1 TO SCHEDULE 13D
This Amendment No. 1 to Schedule 13D (this “Amendment”)
is being filed with the Securities and Exchange Commission (the “Commission”) on behalf of (i) Mr. Neil
S. Subin (“Mr. Subin”), (ii) MILFAM LLC, (iii) Lloyd I. Miller, III Trust A-4 (“LIM III Trust
A-4”), (iv) Marli B. Miller Trust A-4 (“MBM Trust A-4”), (v) Catherine Miller Trust C (“Trust
C”), (vi) the Susan Miller Spousal IRA (the “Spousal IRA”), (vii) Milfam II, L.P. (“Milfam
II”), (viii) Catherine Miller Irrevocable Trust (the “Catherine GST”), and (ix) Lloyd I.
Miller, III Revocable Trust (“LIM Revocable Trust”, and such persons, trusts and entities named in items
(i) through (ix), collectively, the “Reporting Persons”) relating to shares of Class A Common Stock,
par value $0.10 per share (“Class A Common Stock”) of Centrus Energy Corp., a Delaware corporation.
This Amendment modifies the original Schedule 13D filed by Mr. Subin on January 23, 2018 (the “Original 13D”).
This Amendment is being filed to report that (i) Mr. Subin no longer has a relationship with Broadbill Partners II, L.P. (“Broadbill
II”) and therefore is no longer deemed to beneficially own shares of Common Stock held of record by Broadbill II
and is reducing the number of shares of Class A Common Stock reported herein, (ii) certain shares of Class A Common Stock formerly
owned by the SEP IRA were transferred to the Spousal IRA, and (iii) Mr. Subin has received certain grants of restricted stock
units from the Company.
Capitalized terms used but not otherwise defined in
this Amendment have the meanings ascribed to such terms in the Original 13D. Except as expressly amended and supplemented by this
Amendment, the Original 13D is not amended or supplemented in any respect, and the disclosures set forth in the Original 13D,
other than as amended herein are incorporated by reference herein.
As the Reporting Persons vote in concert, each Reporting
Person may be deemed to share voting power over the aggregate number of shares, 824,400, held by all of the Reporting Persons.
The Reporting Persons disclaim beneficial ownership of any shares other than to the extent he, she or it may have a pecuniary
interest therein.
|
Item 2.
|
Identity and Background
|
Item 2 is
hereby amended and restated, in its entirety as follows:
(a), (b), (c)
and (f). This statement is filed by:
(i)
Mr. Subin, whose principal business address is 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. Mr. Subin’s principal
occupation is investing assets held, among others, by or on behalf of or for the benefit of himself, his family and its entities,
and the Miller Entities. Mr. Subin is a United States citizen.
(ii)
MILFAM LLC, whose principal executive offices are located at 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. The principal
business of MILFAM LLC is managing and investing assets held, among others, by or on behalf of or for the benefit of, and advising,
certain of the Miller Entities and other entities. MILFAM LLC is a limited liability company formed under the laws of Delaware.
Mr. Subin is the manager of MILFAM LLC.
(iii)
LIM III Trust A-4, whose principal address is 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. LIM III Trust A-4 is a trust
for the benefit of the Miller Family. To the extent such concept is applicable, the trust is a United States citizen. MILFAM LLC
is an advisor of LIM III Trust A-4.
(iv)
MBM Trust A-4, whose principal address is 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. MBM - Trust A-4 is a trust
for the benefit of the Miller Family. To the extent such concept is applicable, the trust is a United States citizen. MILFAM
LLC is an advisor of MBM Trust A-4.
(v)
Trust C, whose principal address is 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. To the extent such concept is applicable,
the trust is a United States citizen. MILFAM LLC is an advisor of Trust C.
(vi)
The Spousal IRA, whose principal address is 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. To the extent such concept is
applicable, the Spousal IRA is a United States citizen. Mr. Subin is the agent of the Spousal IRA.
(vii)
Milfam II, whose principal executive offices are located at 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. The principal
business of Milfam II is as an investment fund. Milfam II is a limited partnership formed under the laws of Delaware. MILFAM LLC
is the general partner of Milfam II
(viii)
Catherine GST, whose principal address is 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. Catherine GST is a trust for the
benefit of the Miller Family. To the extent such concept is applicable, the trust is a United States citizen. Mr. Subin is the
trustee of Catherine GST.
(ix)
LIM Revocable Trust, whose principal address is 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. LIM Revocable Trust is a
trust for the benefit of the Miller Family. To the extent such concept is applicable, the trust is a United States citizen. Mr.
Subin is the trustee of LIM Revocable Trust.
(d)
No Reporting Person has
during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). To
the knowledge of the Reporting Persons, no person specified by Instruction C has, during the last five years, been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)
No Reporting Person,
during the last five years, was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and
as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
To the knowledge of the
Reporting Persons, no persons specified by Instruction C, during the last five years, was a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
|
Item 3.
|
Source and Amount of Funds or Other Consideration
|
Item 3
is hereby amended and restated, in its entirety, as follows:
Mr. Subin is the President and Manager of MILFAM
LLC, which serves as manager, general partner, or advisor of a number of entities formerly managed or advised by the late Lloyd
I. Miller, III (“Mr. Miller”). Mr. Subin also serves as trustee of a number of trusts for the benefit of the
family of Mr. Miller (the “Miller Family”). The Reporting Persons disclaim beneficial ownership
of any shares other than to the extent he, she or it may have a pecuniary interest therein.
Mr. Subin is on the Board of Directors of the Company.
Mr. Miller was the managing member and manager
of MILFAM LLC. MILFAM LLC is (i) an advisor to various entities, including Trust C, LIM III Trust A-4, and MBM Trust A-4 and (ii)
the general partner of Milfam II. All of the shares of Class A Common Stock purchased by LIM III Trust A-4 were purchased with
funds generated and held by LIM III Trust A-4. The aggregate purchase price for the shares of Class A Common Stock purchased by
LIM III Trust A-4 was approximately $621,867.00. All of the shares of Class A Common Stock purchased by MBM Trust A-4 were purchased
with funds generated and held by MBM Trust A-4. The aggregate purchase price for the shares of Class A Common Stock purchased by
MBM Trust A-4 was approximately $621,867.00. All of the shares of Class A Common Stock purchased by Trust C were purchased with
funds generated and held by Trust C. The aggregate purchase price for the shares of Class A Common Stock purchased by Trust C was
approximately $456,149.00. All of the shares of Class A Common Stock that Mr. Miller was deemed to beneficially own as the manager
of the general partner of Milfam II were purchased with money contributed to Milfam II by its partners or money generated and held
by Milfam II. The aggregate purchase price for the shares of Class A Common Stock purchased by Milfam II was approximately $3,423,210.00.
Mr. Miller was
the trustee for a certain generation skipping trust, the Catherine GST. All of the shares of Class A Common Stock that Mr. Miller
was deemed to beneficially own as the trustee for Catherine GST were purchased with funds generated and held by the Catherine
GST. The aggregate purchase price for the shares of Class A Common Stock that Mr. Miller was deemed to beneficially own as trustee
of the Catherine GST was approximately $21,099.00.
Mr. Miller was
the settlor of an individual retirement trust account (the “SEP IRA”). All of the shares of Class A Common
Stock held by the SEP IRA were purchased with personal funds generated and contributed to the SEP IRA by Mr. Miller. The purchase
price for the shares of Class A Common Stock held by the SEP IRA was approximately $1,209,859.00. the shares of Class A Common
Stock held by the SEP IRA were transferred to the Spousal IRA on May 16, 2019.
All of the shares
of Class A Common Stock purchased by LIM Revocable Trust were purchased with funds generated and held by the LIM Revocable Trust.
The aggregate purchase price for the shares of Class A Common Stock purchased by the LIM Revocable Trust was approximately $556,248.00.
All of the shares
of Class A Common Stock owned by Mr. Subin individually were received as restricted stock units for service to the Issuer as a
director.
The aggregate
purchase prices set forth in this Item 3 include brokerage commissions and reflect certain cost basis adjustments.
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Item 4.
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Purpose of the Transaction
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Item 4 is
hereby amended and modified to include the following (which shall be in addition to the information previously included in the
Original 13D):
The shares of
Class A Common Stock held by the SEP IRA were transferred to the Spousal IRA on May 16, 2019 due to the death of Mr. Miller.
The shares of Class A Common Stock owned by
Mr. Subin individually were received as restricted stock units for service to the Issuer as a director.
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Item 5.
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Interest in Securities
of the Issuer
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Item 5
is hereby amended and restated, in its entirety, as follows:
(a) and (b)
The percentage
reported in this Amendment No. 1 to Schedule 13D is based upon 8,783,189 shares of Class A Common Stock outstanding (“Class
A Common Stock Outstanding”) according to the Quarterly Report on Form 10-Q filed by the Issuer on May 12, 2020.
As the Reporting Persons vote in
concert, each Reporting Person may be deemed to share voting power over the aggregate number of shares, 824,400, held by all of
the Reporting Persons, constituting 9.4% of the Class A Common Stock Outstanding. The Reporting Persons disclaim beneficial ownership
of any shares other than to the extent he, she or it may have a pecuniary interest therein.
The aggregate number and percentage
of shares of Class A Common Stock over which each Reporting Person may have dispositive power are as follows:
(i) Mr. Subin is the record holder of 31,742 shares of Class A Common
Stock, Mr. Subin is the President and Manager of MILFAM LLC, which serves as manager, general partner, or advisor of a number of
the foregoing entities formerly managed or advised by the late Mr. Miller, and Mr. Subin also serves as trustee of a number of
the foregoing trusts for the benefit of the family of the late Mr. Miller, consequently, he may be deemed to share dispositive
power over 792,658 shares of Class A Common Stock held by the entities and trusts specified in paragraphs (ii) through (ix) below,
together with the 31,742 shares of Class A Common Stock held of record by Mr. Subin, constituting 9.4% of the shares of Class A
Common Stock Outstanding. Mr. Subin disclaims beneficial ownership of any shares other than to the extent he may have a pecuniary
interest therein.
(ii) MILFAM LLC, serves as manager, general partner, or advisor
of a number of the entities formerly managed or advised by the late Lloyd I. Miller, III, consequently, it may be deemed to share
dispositive power over 792,658 shares of Class A Common Stock held by the entities and trusts specified in paragraphs (iii) through
(ix) below, constituting 9.0% of the shares of the Class A Common Stock Outstanding. MILFAM LLC disclaims beneficial ownership
of any shares other than to the extent it may have a pecuniary interest therein.
(iii)
LIM III Trust A-4, as the owner of 95,858 shares of Class A Common Stock, may be deemed to share dispositive power over 95,858
shares of Class A Common Stock with MILFAM LLC and Mr. Subin, constituting 1.1% of the Class A Common Stock Outstanding.
LIM III Trust A-4 disclaims beneficial ownership of any shares other than to the extent it may have a pecuniary interest therein.
(iv)
MBM Trust A-4, as the owner of 95,858 shares of Class A Common Stock, may be deemed to share dispositive power over 95,858 shares
of Class A Common Stock with MILFAM LLC and Mr. Subin, constituting 1.1% of the Class A Common Stock Outstanding. MBM Trust
A-4 disclaims beneficial ownership of any shares other than to the extent it may have a pecuniary interest therein.
(v)
Trust C, as the owner of 36,776 shares of Class A Common Stock, may be deemed to share dispositive power over 36,776 shares of
Class A Common Stock with MILFAM LLC and Mr. Subin, constituting 0.4% of the Class A Common Stock Outstanding. Trust C disclaims
beneficial ownership of any shares other than to the extent it may have a pecuniary interest therein.
(vi)
Spousal IRA, as the owner of 96,973 shares of Class A Common Stock, may be deemed to share dispositive power over 96,973 shares
of Class A Common Stock with MILFAM LLC and Mr. Subin, constituting 1.1% of the Class A Common Stock Outstanding. Spousal
IRA disclaims beneficial ownership of any shares other than to the extent it may have a pecuniary interest therein.
(vii)
Milfam II, as the owner of 348,422 shares of Class A Common Stock, may be deemed to share dispositive power over 348,422 shares
of Class A Common Stock with MILFAM LLC and Mr. Subin, constituting 4.0% of the Class A Common Stock Outstanding. Milfam II disclaims
beneficial ownership of any shares other than to the extent it may have a pecuniary interest therein.
(viii)
Catherine GST, as the owner of 5,000 shares of Class A Common Stock, may be deemed to share dispositive power over 5,000 shares
of Class A Common Stock with MILFAM LLC and Mr. Subin, constituting 0.1% of the Class A Common Stock Outstanding. Catherine
GST disclaims beneficial ownership of any shares other than to the extent it may have a pecuniary interest therein.
(ix)
LIM Revocable Trust as the owner of 113,771 shares of Class A Common Stock, may be deemed to share dispositive power over 113,771
shares of Class A Common Stock with MILFAM LLC and Mr. Subin, constituting 1.3% of the Class A Common Stock Outstanding.
LIM Revocable Trust disclaims beneficial ownership of any shares other than to the extent it may have a pecuniary interest therein.
(c) Not Applicable.
(d) Persons other than
Mr. Subin have the right to receive and the power to direct the receipt of dividends from, or the proceeds from the sale of, the
reported securities.
(e) Not Applicable.
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Item 7.
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Materials to be Filed
as Exhibits:
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Item 7 is hereby amended and restated,
in its entirety as follows:
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: June 19, 2020
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/s/ Neil S. Subin
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Neil S. Subin
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MILFAM LLC
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|
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By:
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/s/ Neil S. Subin
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Name:
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Neil S. Subin
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Title:
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Manager
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Lloyd I. Miller, III Trust
A-4
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|
|
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By:
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MILFAM LLC
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Its:
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Advisor
|
|
|
|
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By:
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/s/ Neil S. Subin
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Name:
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Neil S. Subin
|
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Title:
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Manager
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|
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|
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Marli B. miller Trust
A-4
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|
|
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By:
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MILFAM LLC
|
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Its:
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Advisor
|
|
|
|
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By:
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/s/ Neil S. Subin
|
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Name:
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Neil S. Subin
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Title:
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Manager
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Catherine miller trust c
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|
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By:
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MILFAM LLC
|
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Its:
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Advisor
|
|
|
|
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By:
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/s/ Neil S. Subin
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Name:
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Neil S. Subin
|
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Title:
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Manager
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|
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Susan Miller Spousal IRA
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By:
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/s/ Neil S. Subin
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Name:
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Neil S. Subin
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Title:
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Agent
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MILFAM II L.P.
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|
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|
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By:
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MILFAM LLC
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Its:
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General Partner
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By:
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/s/ Neil S. Subin
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Name:
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Neil S. Subin
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Title:
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Manager
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CATHERINE MILLER IRREVOCABLE TRUST
|
|
|
|
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By:
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/s/ Neil S. Subin
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Name:
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Neil S. Subin
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Title:
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Trustee
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|
|
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LLOYD I. MILLER, III REVOCABLE TRUST
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|
|
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By:
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/s/ Neil S. Subin
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Name:
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Neil S. Subin
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Title:
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Trustee
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Page 17 of 17