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 [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(b) for other parties to whom copies are to be sent.
*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.
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/A
1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
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North Star Investment Management Corporation
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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 (See Instructions)
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OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
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758,034
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8
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SHARED VOTING POWER
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9
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SOLE DISPOSITIVE POWER
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758,034
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10
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SHARED DISPOSITIVE POWER
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516,237
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
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1,274,271
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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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[ ]
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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28.34%
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14
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TYPE OF REPORTING PERSON (See Instructions)
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IA
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Page 2
Explanatory Note:
North Star Investment Management Corporation, the Reporting Person, heretofore
has reported its beneficial ownership of shares of the Class A Common Stock of
Truett-Hurst, Inc. on Schedule 13G. The Reporting Person is required to amend
its Schedule 13G to report a recent increase in its beneficial ownership of more
than five percent of the Class A Common Stock of Truett-Hurst, Inc. The
Reporting Person has elected, instead, to report such increase on this statement
on Schedule 13D/A. However, the filing of this statement on Schedule 13D/A does
not constitute an acknowledgement or admission by the Reporting Person that it
is required to report its beneficial ownership of Class A Common Stock on
Schedule 13D/A, rather than on Schedule 13G.
Item 1. Security and Issuer
This statement on Schedule 13D relates to the Class A Common Stock, par value
$0.001 per share (the Common Stock), of Truett-Hurst, Inc., a Delaware
corporation (the Issuer), which were purchased by investment advisory clients
of the Reporting Person (the Shares). The principal executive offices of the
Issuer are located at 125 Foss Creek Circle, Healdsburg, California 95448.
Item 2. Identity and Background
(a)-(c) The reporting person is: North Star Investment
Management Corporation (the Reporting Person), a Delaware corporation. The
Reporting Person is a privately-held investment advisor which is wholly owned by
North Star Financial Services Corp. (the Holding Company). The Reporting
Person provides investment advisory services to public mutual and private
investment funds (Funds) and accounts held by corporations, individuals and
others (the Separately Managed Accounts).
The business address of the Reporting Person and the Holding Company is: 20 N.
Wacker Drive, Suite 1416, Chicago, IL 60606
(i) The names, addresses and principal occupations of each of the Reporting
Persons executive officers, each member of the Reporting Persons Board of
Directors and any other persons ultimately in control of the Reporting Person
are set forth below:
Peter Gottlieb President, Director
and control person of Reporting Person
Eric Kuby Chief Investment Officer,
Director and control person of Reporting Person
(ii) The names, addresses and principal occupations of each of the
Holding Companys executive officers, each member of the Holding Companys Board
of Directors and any other persons ultimately in control of the Reporting Person
are set forth below:
Eric Kuby President, Director and
control person of Holding Company
Peter Gottlieb Secretary, Treasurer,
Director and control person of Holding Company
The address for each of the individuals
listed above is 20 N. Wacker Drive, Suite 1416, Chicago, IL 60606.
(d) During the last
five years, neither the Reporting Person, the Holding Company, nor, to the best
of the Reporting Persons knowledge, any of the persons named in response to
Item 2(a) above have been convicted in any criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) During the last
five years, neither the Reporting Person, the Holding Company, nor, to the best
of the Reporting Persons knowledge, any of the persons named in response to
Item 2(a) above have been a party to any 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 fining any violation with respect to
such laws.
Page 3
(f) Mr. Gottlieb and
Mr. Kuby are each a citizen of the United States.
Item 3. Source and Amount of Funds or Other Considerations
The Shares purchased on behalf of the respective Funds were purchased with
monies obtained by the Funds through capital contributions from investors in the
Funds. The Shares purchased on behalf of the Separately Managed Accounts were
purchased with personal or operating funds of the account holders.
The total amount of funds used by the Reporting Persons advisory clients to
purchase the Shares reported herein is $3,395,278.93.
Item 4. Purpose of Transaction
The Shares were purchased for investment purposes on behalf of the advisory
clients of the Reporting Person. The Reporting Person intends to evaluate from
time to time the investment goals and objectives of its advisory clients, other
investment opportunities available to them, and general economic, market and
other conditions, as well as the Issuer's business operations and prospects and
the price and availability of shares of Common Stock. Based on such evaluations,
the Reporting Person may determine at any time to cause its advisory clients to
acquire additional shares of Common Stock or sell or otherwise dispose of some
or all of the Shares.
The Reporting Person may seek to engage in discussions with the management of
the concerning the Issuer or its business or operations. Such discussions may
relate to any one or more of the transactions specified below in clauses (a)
through (j) of this Item 4.
Except as described above, the Reporting Person has no plans or proposals which
relate to or would result in:
(a) The acquisition by any person of
additional securities of the Issuer, or the disposition of securities of the
Issuer;
(b) An extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Issuer;
(c) A sale or transfer of a material
amount of assets of the Issuer;
(d) Any change in the present board of
directors or management of the Issuer, including any plans or proposals to
change the number or term of directors or to fill any existing vacancies on the
board;
(e) Any material change in the present
capitalization or dividend policy of the Issuer;
(f) Any other material change in the
Issuer's business or corporate structure;
(g) Changes in the Issuer's charter,
bylaws or instruments corresponding thereto or other actions which may impede
the acquisition of control of the Issuer by any person;
(h)
Causing a class of securities of the Issuer to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities association;
(i) A class of equity securities of
the Issuer becoming eligible for termination of registration pursuant to Section
12(g)(4) of the Act; or
(j) Any action similar to any of those
enumerated above.
Page 4
Item 5. Interest in Securities of the Issuer
(a) The Reporting Person is the
beneficial owner of a total of 1,274,271 Shares, representing approximately
28.34% of the shares of the Common Stock outstanding (based on 4,496,383 shares
of Common Stock outstanding on March 31, 2018, as reported in the Issuers
Quarterly Report on Form 10-Q/A for the quarter ended March 31, 2018). None of
the persons named in Item 2 other than the Reporting Person beneficially own any
of the securities reported herein.
(b) The Reporting Person has sole
voting and dispositive power over the 758,034 Shares held, in the aggregate, by
the Funds and has shared dispositive power and no voting power over the 516,237
Shares held in the aggregate in the Separately Managed Accounts.
(c) Certain information regarding
transactions in shares of the Common Stock effected by the Reporting Person
within the last 60 days is set forth in Schedule 1 to this Schedule 13D.
(d) As of August 16, 2018, the
following persons were known to the Reporting Person to have the right to
receive dividends from, or the proceeds from the sale of more than 5% of the
Common Stock of the Issuer.
North Star 10 10 Fund L.P.
North
Star Micro Cap Fund
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
There are no contracts, arrangements, understandings or relationships between
the Reporting Person or any executive officers or directors of the Reporting
Person, and any other person, with respect to any securities of the Issuer,
including but not limited to transfer of voting of any of the shares, finder's
fees, joint ventures, loan or option arrangements, puts or calls, guarantees of
profits, division of profits or loss, or the giving or withholding of proxies,
other than the investment advisory contracts between the Reporting Person and
its investment advisory clients, in which the advisory clients grant to the
Reporting Person voting and investment power with respect to securities held in
their respective accounts, including shares of the Issuer.
Item 7. Material to Be Filed as Exhibits
None.
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.
August 16, 2018
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Dated
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/s/ Andrew
Eisenberg
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Signature
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General
Counsel/Chief Compliance Officer
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Name/Title
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Page 5
The original statement shall be signed by each person on whose
behalf the statement is filed or his authorized representative. If the statement
is signed on behalf of a person by his authorized representative (other than an
executive officer or general partner of this filing person), evidence of the
representatives authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C. 1001).
Page 6
SCHEDULE 1
TRANSACTIONS EFFECTED DURING THE PAST 60 DAYS
The following table sets forth all transactions that were effected during the
past sixty (60) days in shares of Common Stock by the Reporting Person. Each
transaction was effected in the open market through a broker-dealer.
Transaction Date
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Type of
Transaction
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Number of
Shares
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Amount
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Price
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8/14/2018
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Sell
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25,000
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-$74,567.50
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$2.98
|
8/14/2018
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Sell
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1,000
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-$2,982.70
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$2.98
|
8/14/2018
|
Sell
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1,000
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-$2,982.70
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$2.98
|
8/14/2018
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Sell
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1,000
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-$2,982.70
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$2.98
|
8/14/2018
|
Sell
|
63,500
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-$189,401.45
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$2.98
|
8/14/2018
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Sell
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63,500
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-$189,401.45
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$2.98
|
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