Amended Statement of Beneficial Ownership (sc 13d/a)
07 June 2021 - 10:03PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
KVH Industries,
Inc.
(Name of Issuer)
Common Stock,
par value $0.01 per share
(Title of Class of Securities)
482738101
(CUSIP Number)
Vintage Capital
Management, LLC
4705 S. Apopka Vineland Road, Suite 206
Orlando, FL 32819
(407) 909-8015
With a copy to:
Russell Leaf
Jared Fertman
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019
(212) 728-8000
(Name, Address and Telephone Number of Person Authorized
to
Receive Notices and Communications)
June 7, 2021
(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 which 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: x
Note. Schedules filed in paper
format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties
to whom copies are to be sent.
* 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).
CUSIP No. 75689M101
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13D
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Page 2 of 9
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(1) NAMES OF REPORTING PERSONS
Vintage Capital Management, LLC
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ¨
(b) ¨
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS (see instructions)
OO
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
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(6) 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) SOLE VOTING POWER
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0 shares
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(8) SHARED VOTING POWER
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0 shares
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(9) SOLE DISPOSITIVE POWER
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0 shares
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(10) SHARED DISPOSITIVE POWER
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0 shares
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 shares
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(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.00%*
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(14) TYPE OF REPORTING PERSON (see instructions)
OO
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* Percentage
calculated based on 18,754,341 shares of common stock, par value $0.01 per share, outstanding as of April 21, 2021 as reported by KVH
Industries, Inc. in its definitive proxy statement in respect of the 2021 annual meeting of stockholders.
CUSIP No. 75689M101
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13D
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Page 3 of 9
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(1) NAMES OF REPORTING PERSONS
Kahn Capital Management, LLC
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ¨
(b) ¨
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS (see instructions)
OO
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
|
(7) SOLE VOTING POWER
|
0 shares
|
(8) SHARED VOTING POWER
|
0 shares
|
(9) SOLE DISPOSITIVE POWER
|
0 shares
|
(10) SHARED DISPOSITIVE POWER
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0 shares
|
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 shares
|
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨
|
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.00%*
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(14) TYPE OF REPORTING PERSON (see instructions)
OO
|
|
|
|
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* Percentage calculated based on 18,754,341
shares of common stock, par value $0.01 per share, outstanding as of April 21, 2021 as reported by KVH Industries, Inc. in its definitive
proxy statement in respect of the 2021 annual meeting of stockholders.
CUSIP No. 75689M101
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13D
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Page 4 of 9
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(1) NAMES OF REPORTING PERSONS
Brian R. Kahn
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ¨
(b) ¨
|
(3) SEC USE ONLY
|
(4) SOURCE OF FUNDS (see instructions)
OO
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
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(7) SOLE VOTING POWER
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390,050 shares
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(8) SHARED VOTING POWER
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0 shares
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(9) SOLE DISPOSITIVE POWER
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390.050 shares
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(10) SHARED DISPOSITIVE POWER
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0 shares
|
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
390,050 shares
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(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.08%*
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(14) TYPE OF REPORTING PERSON (see instructions)
IN
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*Percentage calculated based on 18,754,341
shares of common stock, par value $0.01 per share, outstanding as of April 21, 2021 as reported by KVH Industries, Inc. in its definitive
proxy statement in respect of the 2021 annual meeting of stockholders.
This Amendment No. 3
(this “Amendment”) amends and supplements the Schedule 13D filed with the Securities and Exchange Commission on February
5, 2020, as amended (the “Schedule 13D”), relating to shares of common stock, par value $0.01 per share (the “Common
Stock”) of KVH Industries, Inc. (the “Issuer”). Capitalized terms used but not otherwise defined shall have
the respective meanings ascribed to such terms in the Schedule 13D.
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Item 4.
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Purpose of Transaction.
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Consistent with recent discussions with the Issuer,
Vintage Capital has determined to effect a distribution of all of the shares of Common Stock owned thereby to the investors thereof (the
“Distribution”). After giving effect to the Distribution, Vintage Capital and Kahn Capital shall cease to beneficially
own any shares of Common Stock, although the principals of Vintage Capital will continue to beneficially own less than 3% of the Common
Stock. Vintage Capital determined to effect the Distribution to allow its principals to focus solely on opportunities with Franchise
Group Inc. Vintage Capital noted that Robert Tavares, who became a member of the Board in connection with the execution of the Cooperation
Agreement, is not and has never been an employee of or affiliated with Vintage Capital and does not have a direct or indirect ownership
interest in any of the shares of Common Stock held and to be distributed by Vintage Capital.
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Item 5.
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Interest in Securities of the Issuer
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(a) and
(b) The responses of the Reporting Persons to rows 7, 8, 9, 10, 11 and 13 on the cover pages of this Statement are incorporated by reference.
After giving effect to the Distribution, Brian Kahn will personally beneficially own 390,050 shares of Common Stock, representing approximately
2.08% of the outstanding shares of Common Stock. After giving effect to the Distribution, the other Reporting Persons will not beneficially
own any shares of Common Stock. The percentage in this paragraph relating to beneficial ownership of Common Stock is based on 18,754,341
shares of Common Stock outstanding as of April 21, 2021 as reported by the Issuer in its definitive proxy statement in respect of the
2021 annual meeting of stockholders.
(c) Except
as disclosed herein, none of the Reporting Persons has effected any transactions in the Common Stock in the last 60 days.
(d) No other person is known
to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale
of, the shares of Common Stock covered by this Statement.
(e) Effective
upon the completion of the Distribution, the Reporting Persons shall cease to be the beneficial owner of more than 5% of the Common Stock.
SIGNATURES
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 7, 2021
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VINTAGE CAPITAL MANAGEMENT, LLC
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By:
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/s/ Brian R. Kahn
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Name: Brian R. Kahn
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Title: Manager
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KAHN CAPITAL MANAGEMENT, LLC
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By:
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/s/ Brian R. Kahn
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Name: Brian R. Kahn
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Title: Manager
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/s/ Brian R. Kahn
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Brian R. Kahn
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