Amended Statement of Beneficial Ownership (sc 13d/a)
26 April 2016 - 4:46AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
API
Technologies Corp.
(Name of Issuer)
Common Stock
(Title of
Class of Securities)
00187E104
(CUSIP Number)
Vintage
Albany Acquisition, LLC
c/o Vintage Capital Management, LLC
Brian R. Kahn
4705 S.
Apopka Vineland Rd. Suite 210
Orlando, Florida 32819
(407) 909-8015
With
a copy to:
Bradley L. Finkelstein
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo
Alto, California 94304
(650) 493-9300
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
April 22, 2016
(Date of
Event which Requires Filing of this Statement)
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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box.
¨
Note
: Schedules filed in paper format shall
include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
*
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The remainder of this cover page shall be filled out for a reporting persons 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.
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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).
SCHEDULE 13D
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1.
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Names of
Reporting Persons.
Vintage Albany Acquisition, LLC
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions).
(a)
x
(b)
¨
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
OO
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5.
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Check Box if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
¨
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6.
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7.
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Sole Voting Power
None
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8.
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Shared Voting Power
None
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9.
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Sole Dispositive Power
None
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10.
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Shared Dispositive Power
None
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
None
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12.
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Check Box if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions)
¨
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13.
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Percent of Class Represented by Amount
in Row (11)
0%
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14.
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Type of Reporting Person (See
Instructions)
OO
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Schedule 13D
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CUSIP No. 00187E104
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Page 3 of 11
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1.
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Names of
Reporting Persons.
Vintage Albany Partners LP
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions).
(a)
x
(b)
¨
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
OO
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5.
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Check Box if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
¨
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6.
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7.
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|
Sole Voting Power
None
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8.
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Shared Voting Power
None
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9.
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Sole Dispositive Power
None
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10.
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Shared Dispositive Power
None
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
None
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12.
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Check Box if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions)
¨
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13.
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Percent of Class Represented by Amount
in Row (11)
0%
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14.
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Type of Reporting Person (See
Instructions)
PN
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Schedule 13D
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CUSIP No. 00187E104
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Page 4 of 11
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1.
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Names of
Reporting Persons.
Vintage Albany Partners GP LLC
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions).
(a)
x
(b)
¨
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
OO
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5.
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Check Box if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
¨
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6.
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|
Citizenship or Place of
Organization
Delaware
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
None
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8.
|
|
Shared Voting Power
None
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|
9.
|
|
Sole Dispositive Power
None
|
|
10.
|
|
Shared Dispositive Power
None
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
None
|
12.
|
|
Check Box if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions)
¨
|
13.
|
|
Percent of Class Represented by Amount
in Row (11)
0%
|
14.
|
|
Type of Reporting Person (See
Instructions)
OO
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Schedule 13D
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CUSIP No. 00187E104
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Page 5 of 11
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1.
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Names of
Reporting Persons.
Vintage Capital Management, LLC.
|
2.
|
|
Check the Appropriate Box if a Member
of a Group (See Instructions).
(a)
x
(b)
¨
|
3.
|
|
SEC Use Only
|
4.
|
|
Source of Funds (See Instructions)
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
Delaware
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
None
|
|
8.
|
|
Shared Voting Power
None
|
|
9.
|
|
Sole Dispositive Power
None
|
|
10.
|
|
Shared Dispositive Power
None
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
None
|
12.
|
|
Check Box if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions)
¨
|
13.
|
|
Percent of Class Represented by Amount
in Row (11)
0%
|
14.
|
|
Type of Reporting Person (See
Instructions)
OO
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Schedule 13D
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CUSIP No. 00187E104
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Page 6 of 11
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1.
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Names of
Reporting Persons.
Kahn Capital Management, LLC.
|
2.
|
|
Check the Appropriate Box if a Member
of a Group (See Instructions).
(a)
x
(b)
¨
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3.
|
|
SEC Use Only
|
4.
|
|
Source of Funds (See Instructions)
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
Delaware
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
None
|
|
8.
|
|
Shared Voting Power
None
|
|
9.
|
|
Sole Dispositive Power
None
|
|
10.
|
|
Shared Dispositive Power
None
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
None
|
12.
|
|
Check Box if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions)
¨
|
13.
|
|
Percent of Class Represented by Amount
in Row (11)
0%
|
14.
|
|
Type of Reporting Person (See
Instructions)
OO
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Schedule 13D
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CUSIP No. 00187E104
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Page 7 of 11
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1.
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Names of
Reporting Persons.
Brian R. Kahn
|
2.
|
|
Check the Appropriate Box if a Member
of a Group (See Instructions).
(a)
x
(b)
¨
|
3.
|
|
SEC Use Only
|
4.
|
|
Source of Funds (See Instructions)
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
Delaware
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
None
|
|
8.
|
|
Shared Voting Power
None
|
|
9.
|
|
Sole Dispositive Power
None
|
|
10.
|
|
Shared Dispositive Power
None
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
None
|
12.
|
|
Check Box if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions)
¨
|
13.
|
|
Percent of Class Represented by Amount
in Row (11)
0%
|
14.
|
|
Type of Reporting Person (See
Instructions)
IN
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Schedule 13D
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CUSIP No. 00187E104
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Page 8 of 11
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1.
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Names of
Reporting Persons.
Andrew M. Laurence
|
2.
|
|
Check the Appropriate Box if a Member
of a Group (See Instructions).
(a)
x
(b)
¨
|
3.
|
|
SEC Use Only
|
4.
|
|
Source of Funds (See Instructions)
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
Delaware
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
None
|
|
8.
|
|
Shared Voting Power
None
|
|
9.
|
|
Sole Dispositive Power
None
|
|
10.
|
|
Shared Dispositive Power
None
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
None
|
12.
|
|
Check Box if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions)
¨
|
13.
|
|
Percent of Class Represented by Amount
in Row (11)
0%
|
14.
|
|
Type of Reporting Person (See
Instructions)
IN
|
Schedule 13D
|
|
|
CUSIP No. 00187E104
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Page 9 of 11
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1.
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Names of
Reporting Persons.
Jeremy R. Nowak
|
2.
|
|
Check the Appropriate Box if a Member
of a Group (See Instructions).
(a)
x
(b)
¨
|
3.
|
|
SEC Use Only
|
4.
|
|
Source of Funds (See Instructions)
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
Delaware
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
None
|
|
8.
|
|
Shared Voting Power
None
|
|
9.
|
|
Sole Dispositive Power
None
|
|
10.
|
|
Shared Dispositive Power
None
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
None
|
12.
|
|
Check Box if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions)
¨
|
13.
|
|
Percent of Class Represented by Amount
in Row (11)
0%
|
14.
|
|
Type of Reporting Person (See
Instructions)
IN
|
Schedule 13D
|
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|
CUSIP No. 00187E104
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Page
10
of 11
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Explanatory Note
This Amendment No. 2 (Amendment No. 2) amends and supplements the Schedule 13D filed with the United States Securities
and Exchange Commission (the SEC) on January 13, 2011 (the Original 13D), as amended by Amendment No. 1 filed with the SEC on March 2, 2016 (Amendment No. 1 and, together with the Original 13D
and Amendment No. 2, the Schedule 13D) with respect to the items and matters described below. Capitalized terms used but not herein defined have the meanings set forth in the Original 13D and Amendment No. 1.
Item 5.
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Interest in Securities of the Issuer
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Item 5 of the Schedule 13D is hereby amended
and supplemented with the following:
On April 22, 2016, as a result of the consummation of the Merger, the Reporting Persons ceased to be the
beneficial owners of any of the Issuers Shares.
Schedule 13D
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CUSIP No. 00187E104
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Page
11
of 11
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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.
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Date: April 25, 2016
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/s/ Brian R. Kahn
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Brian R. Kahn, for (i) himself; (ii) as the sole member of Kahn Capital, LLC, (iii) as member of Vintage Capital Management, LLC and Vintage Albany Partners GP, LLC, the general partner of Vintage Albany Partners, L.P., sole member
of Vintage Albany Acquisition, LLC.
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Date: April 25, 2016
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/s/ Andrew M. Laurence
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Andrew M. Laurence for himself
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Date: April 25, 2016
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/s/ Jeremy R. Nowak
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Jeremy R. Nowak for himself
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