Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
The ExOne Company
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
302104104
(CUSIP Number)
S. Kent Rockwell
127 Industry Boulevard
North Huntingdon, Pennsylvania 15642
(724) 863-9663
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
November 5, 2019
(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 §§ 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.
| * | 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.
CUSIP No. 302104104
| 1 |
NAMES OF REPORTING PERSONS.
S. Kent Rockwell | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
OO | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
USA | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
4,235,555 | ||||
| 8 | SHARED VOTING POWER
303,450 | |||||
| 9 | SOLE DISPOSITIVE POWER
4,224,055 | |||||
| 10 | SHARED DISPOSITIVE POWER
303,450 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,539,005(1) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.7% (2) | |||||
| 14 | TYPE OF REPORTING PERSON
IN | |||||
| (1) | Includes (a) 4,208,055 shares held by Rockwell Forest Products, Inc. (“RFP”), (b) 303,450 shares held by the S. Kent Rockwell Foundation (“Foundation”), and (c) 27,500 shares held directly by Mr. Rockwell of which 11,500 shares are unvested restricted stock. Mr. Rockwell is deemed to have beneficial ownership of the shares held by RFP as the beneficiary of the S. Kent Rockwell Revocable Trust, which is the indirect, sole stockholder of RFP. Mr. Rockwell has sole voting and dispositive power with respect to the 4,208,055 shares held by RFP. Mr. Rockwell serves as the president and a member of the Board of Directors of the Foundation and shares voting and dispositive power over the 378,450 shares held by the Foundation. Mr. Rockwell has sole voting power and no dispositive power with respect to the 11,500 shares of unvested restricted stock held directly by him. |
| (2) | Based on 16,413,473 shares of Common Stock outstanding as of November 7, 2019, as reported on the Issuer’s Form 10-Q filed on November 7, 2019. |
Explanatory Note
This Amendment No. 1 (this “Amendment”) amends and supplements the statement on Schedule 13D originally filed by S. Kent Rockwell (the “Reporting Person”) with the Securities and Exchange Commission on January 20, 2016 and relates to the common stock, $0.01 par value per share (the “Shares”), of The ExOne Company (the “Issuer”). This Amendment is being filed to update the percentage of Shares beneficially owned by the Reporting Person as a result of dilution due to equity issuances by the Issuer and the sale of 75,000 Shares by the Foundation for tax planning purposes. Except as specifically provided herein, this Amendment does not modify any of the information previously reported on the Schedule 13D.
| Item 2. | Identity and Background. |
Item 2 is amended, in pertinent part, as follows:
(c) The Reporting Person currently serves as the Chairman and Chief Executive Officer of Rockwell Venture Capital, Inc., a private venture capital company, with principal offices located at 960 Penn Avenue, Suite 400, Pittsburgh, Pennsylvania 15222.
| Item 5. | Interest in Securities of the Issuer. |
Item 5 is amended, in pertinent part, as follows:
(a) As of the date hereof, the Reporting Person beneficially owns 4,539,005 Shares, which represents approximately 27.7% of the outstanding Shares. This percentage calculation is based on a total number of outstanding Shares of 16,413,473 as of November 7, 2019, which number was reported in the Issuer’s Form 10-Q filed on November 7, 2019.
(b) With respect to the Shares described in Item 5(a) above, the Reporting Person has sole voting power with respect to 4,235,555 Shares and sole dispositive power with respect to 4,224,055 Shares. The Reporting Person also has shared voting and dispositive power with respect to 303,450 Shares, which are held by the Foundation. The Reporting Person is the president and a member of the board of directors of the Foundation, which is a Pennsylvania non-profit corporation, whose principal business and office address is 960 Penn Avenue, Suite 400, Pittsburgh, Pennsylvania 15222. The Foundation is a private not-for-profit foundation and the Reporting Person has no pecuniary interest in the Shares held by the Foundation. During the last five years, the Foundation has not been convicted in a criminal proceeding. During the last five years, the Foundation was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and has not been, as a result of any such proceeding, 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 finding any violation with respect to such laws.
(c) The Foundation sold an aggregate of 75,000 Shares in the open market for tax planning purposes between November 1, 2019 and November 6, 2019 pursuant to a Rule 10b5-1 trading plan adopted by the Foundation on December 26, 2018. The sales prices for the 11,959 Shares sold on November 1, 2019 ranged from $6.62 to $6.84, inclusive. The sales prices for the 25,007 Shares sold on November 4, 2019 ranged from $6.77 to $7.035, inclusive. The sales prices for the 21,329 Shares sold on November 5, 2019 ranged from $7.01 to $7.50, inclusive. The sales prices for the 16,705 Shares sold on November 6, 2019 ranged from $7.035 to $7.55, inclusive.
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.
Dated: November 8, 2019
| /s/ S. Kent Rockwell |
| S. Kent Rockwell |