Amended Statement of Beneficial Ownership (sc 13d/a)
23 October 2018 - 7:34AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 3)
1
Schmitt Industries, Inc.
(Name
of Issuer)
Common Stock, no par value
(Title of Class of Securities)
806870200
(CUSIP Number)
Michael
r. zapata
sententia
capital management, llc
745 Fifth Avenue, 14th Floor
New York, New York 10151
(212)
851-3488
ANDREW M. FREEDMAN, ESQ.
OLSHAN
FROME WOLOSKY LLP
1325
Avenue of the Americas
New
York, New York 10019
(212)
451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices
and Communications)
October 18, 2018
(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
§ 240.13d-7 for other parties to whom copies are to be sent.
1
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
).
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1
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NAME OF REPORTING PERSON
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SENTENTIA GROUP, LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(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
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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350,779
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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- 0 -
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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350,779
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10
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SHARED DISPOSITIVE POWER
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- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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350,779
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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8.8%
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14
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TYPE OF REPORTING PERSON
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PN
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1
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NAME OF REPORTING PERSON
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SENTENTIA CAPITAL MANAGEMENT, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(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
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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New York
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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350,779
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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- 0 -
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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350,779
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10
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SHARED DISPOSITIVE POWER
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- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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350,779
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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8.8%
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14
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TYPE OF REPORTING PERSON
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OO
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1
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NAME OF REPORTING PERSON
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MICHAEL R. ZAPATA
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(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
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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USA
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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350,779
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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- 0 -
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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350,779
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10
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SHARED DISPOSITIVE POWER
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- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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350,779
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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8.8%
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14
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TYPE OF REPORTING PERSON
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IN
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1
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NAME OF REPORTING PERSON
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ANDREW P. HINES
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(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
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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USA
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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- 0 -
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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- 0 -
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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0%
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14
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TYPE OF REPORTING PERSON
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IN
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The following constitutes
Amendment No. 3 to the Schedule 13D filed by the undersigned (“Amendment No. 3”). This Amendment No. 3 amends the Schedule
13D as specifically set forth herein.
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Item 2.
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Identity and Background
.
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Item 2 is hereby amended
to add the following:
In connection with
the election of Mr. Hines to the Board at the Issuer’s 2018 annual meeting of shareholders held on October 12, 2018 (the
“2018 Annual Meeting”) as described in Item 4 below, Mr. Hines is no longer a member of the Section 13(d) group and
shall cease to be a Reporting Person immediately upon the filing of this Amendment No. 3. The remaining Reporting Persons will
continue filing as a group statements on Schedule 13D with respect to their beneficial ownership of securities of the Issuer to
the extent required by applicable law. Each of the remaining Reporting Persons is party to the Joint Filing Agreement described
in Item 6 below.
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Item 3.
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Source and Amount of Funds or Other Consideration
.
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Item 3 is hereby amended
and restated in its entirety as follows:
The Shares purchased
by Sententia Group were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms
in the ordinary course of business) in open market purchases. The aggregate purchase price of the 350,779 Shares owned directly
by Sententia Group is approximately $830,841, including brokerage commissions.
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Item 4.
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Purpose of Transaction
.
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Item 4 is hereby amended
to add the following:
According to the final
voting results from the 2018 Annual Meeting, as disclosed in the Issuer’s Current Report on Form 8-K filed with the Securities
and Exchange Commission on October 18, 2018, both of Sententia Group’s director nominees, Andrew P. Hines and Michael R.
Zapata, were elected to the Board at the 2018 Annual Meeting.
On October 19, 2018,
Sententia issued a press release regarding the election of Messrs. Hines and Zapata to the Board.
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Item 5.
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Interest in Securities of the Issuer.
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Items 5(a) –
(c) are hereby amended and restated to read as follows:
The aggregate percentage
of Shares reported owned by each person named herein is based upon 3,994,545 Shares outstanding as of September 30, 2018, which
is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities
and Exchange Commission on October 15, 2018.
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(a)
|
As of the close of business on October 22, 2018, Sententia Group beneficially owned 350,779 Shares.
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Percentage: Approximately
8.8%
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(b)
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1. Sole power to vote or direct vote: 350,779
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 350,779
4. Shared power to dispose or direct the disposition: 0
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(c)
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The transactions in the Shares by Sententia Group during the past sixty days are set forth in Schedule
A and are incorporated herein by reference.
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(a)
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Sententia Capital, as the general partner of Sententia Group, may be deemed the beneficial owner
of the 350,779 Shares owned by Sententia Group.
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Percentage: Approximately
8.8%
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(b)
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1. Sole power to vote or direct vote: 350,779
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 350,779
4. Shared power to dispose or direct the disposition: 0
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(c)
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Sententia Capital has not entered into any transactions in the Shares during the past sixty days.
The transactions in the Shares on behalf of Sententia Group during the past sixty days are set forth in Schedule A and are incorporated
herein by reference.
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(a)
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Mr. Zapata, as the Managing Member of Sententia Capital, may be deemed the beneficial owner of
the 350,779 Shares owned by Sententia Group.
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Percentage: Approximately
8.8%
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(b)
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1. Sole power to vote or direct vote: 350,779
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 350,779
4. Shared power to dispose or direct the disposition: 0
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(c)
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Mr. Zapata has not entered into any transactions in the Shares during the past sixty days. The
transactions in the Shares on behalf of Sententia Group during the past sixty days are set forth in Schedule A and are incorporated
herein by reference.
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(a)
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As of the close of business on October 22, 2018, Mr. Hines did not own any Shares.
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Percentage: 0%
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(b)
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1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 0
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(c)
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Mr. Hines has not entered into any transactions in the Shares during the past sixty days.
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Each Reporting Person,
as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange
Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Each Reporting
Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
.
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Item 6 is hereby amended
to add the following:
On October 22, 2018,
the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons who will remain Reporting Persons subsequent
to this Amendment No. 3 agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the
securities of the Issuer to the extent required by applicable law. A copy of the Joint Filing Agreement is attached hereto as Exhibit
99.1 and is incorporated herein by reference.
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Item 7.
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Material to be Filed as Exhibits
.
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Item 7 is hereby amended
to add the following exhibit:
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99.1
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Joint Filing Agreement, dated October 22, 2018.
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SIGNATURES
After reasonable inquiry
and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement
is true, complete and correct.
Dated: October 22, 2018
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SENTENTIA GROUP, LP
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By:
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Sententia Capital Management, LLC,
its general partner
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By:
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/s/ Michael R. Zapata
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Name:
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Michael R. Zapata
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Title:
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Managing Member
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SENTENTIA CAPITAL MANAGEMENT, LLC
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By:
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/s/ Michael R. Zapata
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Name:
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Michael R. Zapata
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Title:
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Managing Member
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/s/ Michael R. Zapata
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Michael R. Zapata
Individually and as attorney-in-fact for Andrew P. Hines
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SCHEDULE A
Transactions in the Shares of the
Issuer During the Past Sixty Days
Nature of the Transaction
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Amount of Shares
Purchased/(Sold)
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Price ($)
|
Date of
Purchase/Sale
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SENTENTIA
GROUP, LP
Purchase of Common Stock
|
11,000
|
2.7600
|
08/23/2018
|
Purchase of Common Stock
|
4,037
|
2.7900
|
08/24/2018
|
Purchase of Common Stock
|
2,390
|
2.8000
|
10/10/2018
|
Purchase of Common Stock
|
2,530
|
2.7900
|
10/12/2018
|
Purchase of Common Stock
|
16,000
|
2.7400
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10/15/2018
|
Purchase of Common Stock
|
5,922
|
2.6500
|
10/16/2018
|
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