Sec Form 13G Filing - SAMPSON RANDALL D filing for Communications Systems, Inc. (JCS) - 2021-04-15

Names of Reporting Persons

Randall D. Sampson 

Address of Issuer’s Principal Executive Offices:
10900 Red Circle Drive 

Minnetonka, MN 55343 

Address of Principal Business Office or, if None, Residence:
10900 Red Circle Drive 

Minnetonka, MN 55343 

If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:

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Amount beneficially owned:   

At March 15, 2021, Mr. Sampson beneficially owned 1,890,823 shares of the outstanding common stock of the Issuer, which includes:

(i) 34,550 shares of common stock owned by Mr. Sampson individually;

(ii) 25,349 shares of common stock owned jointly with Mr. Sampson’s spouse;

(iii) 380,370 shares of common stock held by the Marian Arlis Sampson Revocable Trust, of which Mr. Sampson is the sole trustee;

(iv) 37,722 shares of common stock held by the Marian Sampson IRA, of which Mr. Sampson is an attorney-in-fact authorized to act alone and Ms. Sampson retains authority to act on behalf of the Marian Sampson IRA;

(v) 681,334 shares of common stock owned by Sampson Family Real Estate Holdings, LLC of which Mr. Sampson is the sole manager;

(vi) 61,519 shares of common stock held by the Sampson Family Foundation, a charitable foundation of which Mr. Sampson is one of five directors. The two officers of the Sampson Family Foundation have the authority to vote and dispose of the shares of common stock held by the Sampson Family Foundation. Mr. Sampson is not an officer of the Sampson Family Foundation;

(vii) 62,375 shares of common stock that could be acquired by Mr. Sampson within 60 days of March 15, 2021 upon the exercise of outstanding stock options; and

(vii) 607,604 shares held by the Communications Systems, Inc. Employee Stock Ownership Plan, of which Mr. Sampson is one of three trustees but is not a participant.

Mr. Sampson disclaims beneficial ownership of all of the foregoing shares of the Issuer’s common stock except those shares and options he holds individually or jointly with his spouse.

Additionally, as reported by the Issuer, on March 1, 2021, the Issuer entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Helios Merger Co., a Delaware corporation and a wholly-owned subsidiary of CSI (the “Merger Sub”), Pineapple Energy LLC, a Delaware limited liability company (“Pineapple”), Lake Street Solar LLC, a Delaware limited liability company (the “Members' Representative”), and Randall D. Sampson, as the Shareholders' Representative (the “Shareholders' Representative”), pursuant to which Merger Sub will merge with and into Pineapple with Pineapple surviving the merger as a wholly owned subsidiary of the Issuer (the “Merger”).

Simultaneously with the execution of the Merger Agreement, Pineapple entered into a Voting Agreement, dated March 1, 2021 (the “Voting Agreement”) with officers and director of the Issuer, including Mr. Sampson. Pursuant to the Voting Agreement, Mr. Sampson has agreed, with respect to certain of the voting securities of the Issuer that Mr. Sampson beneficially owns as of the date thereof or thereafter, to vote in favor of the Merger. The Voting Agreement will terminate on the Effective Time (as defined therein) or upon termination of the Merger Agreement in accordance with its terms.

Percent of class:   

20.1% based on 9,327,574 shares of the Issuer’s common stock outstanding as of March 1, 2021 as reported in the Issuer’s Form 10-K for the year ended December 31, 2021 filed March 31, 2021.