Sec Form 13G Filing - HENRY PARTNERS L P filing for Optex Systems Holdings Inc (OPXS) - 2020-02-14

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Optex Systems Holdings, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

68384X209

(CUSIP Number)

December 31, 2019

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

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).

Optex Systems Holdings, Inc.

1420 Presidential Drive,

Richardson, TX 75081

Philadelphia, PA 19103

Philadelphia, PA 19103

Philadelphia, PA 19103

Philadelphia, PA 19103

Common Stock, par value $0.001 per share

68384X209

Not applicable.

The aggregate percentage of Shares reported owned by each person named herein is based upon 8,495,869 Shares outstanding, which is the total number of Shares outstanding as reported in the Issuer’s quarterly report on Form 10-Q for the quarter ended December 29, 2019. As of December 31, 2019, Henry beneficially owned 330,000 Shares, constituting approximately 3.9% of the Shares outstanding, Matthew beneficially owned 250,000 Shares, constituting approximately 2.9% of the Shares outstanding, and Mr. Wright beneficially owned 35,100 Shares for an aggregate ownership of Henry, Matthew and Mr. Wright of 615,100 Shares, constituting 7.2% of the Shares outstanding. Mr. Wright, as President of the sole general partner of HIT, which is the sole general partner of each of Henry and Matthew, has the authority to vote and dispose of such Shares.

Each of Mr. Wright, Canine Partners, LLC and Henry Investment Trust, L.P. disclaims beneficial ownership of the Shares reported, except to the extent of their respective pecuniary interest in such Shares.

Henry Investment Trust, L.P. is the general partner of each of Henry Partners, L.P. and Matthew Partners, L.P. David W. Wright is the investment manager of each of Henry Partners, L.P. and Matthew Partners, L.P. and is the President of Canine Partners, LLC, the general partner of Henry Investment Trust, L.P. Investment decisions made on behalf of Henry Partners, L.P. and Matthew Partners, L.P. are made primarily through their general partner and David W. Wright.

(1) 330,000 shares

(2) 250,000 shares

(3) 580,000 shares (Henry Investment Trust, L.P. may be deemed a beneficial owner of the shares held by Henry Partners, L.P. and Matthew Partners, L.P. solely because Henry Investment Trust, L.P. is the general partner of those partnerships)

(4) 615,100 shares (including 35,100 shares held individually by Mr. Wright).

(1) 3.9%

(2) 2.9%

(3) 6.8%

(4) 7.2% (including 0.4% held individually by Mr. Wright)

i. Sole power to vote or to direct the vote:

(1) 330,000 shares

(2) 250,000 shares

(3) 580,000 shares (Henry Investment Trust, L.P. may be deemed a beneficial owner of the shares held by Henry Partners, L.P. and Matthew Partners, L.P. solely because Henry Investment Trust, L.P. is the general partner of those partnerships)

(4) 615,100 shares (including 35,100 shares held individually by Mr. Wright)

ii. Shared power to vote or to direct the vote:

(1) -0-

(2) -0-

(3) -0-

(4) -0-

iii. Sole power to dispose or to direct the disposition of:

(1) 330,000 shares

(2) 250,000 shares

(3) 580,000 shares (Henry Investment Trust, L.P. may be deemed a beneficial owner of the shares held by Henry Partners, L.P. and Matthew Partners, L.P. solely because Henry Investment Trust, L.P. is the general partner of those partnerships)

(4) 615,100 shares (including 35,100 shares held individually by Mr. Wright).

iv. Shared power to dispose or to direct the disposition of:

(1) -0-

(2) -0-

(3) -0-

(4) -0-

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. [ ]

Not applicable.

Not applicable.

Not applicable.

Not applicable.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

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.

JOINT FILING AGREEMENT

The undersigned, the Reporting Persons named in this Amendment No. 1 to Schedule 13G (the “Schedule 13G”), hereby agree that the Schedule 13G is filed on behalf of each of them and that each Reporting Person is responsible for the timely filing of any amendments to the Schedule 13G. Each Reporting Person further agrees that each of them is responsible for the completeness and accuracy of the information concerning such Reporting Person, respectively, contained in the Schedule 13G and that each of them is not responsible for the completeness or accuracy of the information concerning the other Reporting Persons.

IN WITNESS WHEREOF, the undersigned have executed this Joint Filing Agreement as of the 14^th day of February, 2020.