Sec Form 13D Filing - HALE MARTIN M JR filing for LANTRONIX INC (LTRX) - 2020-09-25

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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SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  
   
SCHEDULE 13D
 

Under the Securities Exchange Act of 1934

(Amendment No. 1)

 
 

LANTRONIX, INC.

(Name of Issuer)
 

Common Stock, Par Value $0.0001 Per Share

(Title of Class of Securities)
 

516548203

(CUSIP Number)
 
 

Martin M. Hale, Jr.

17 State Street, Suite 3230

New York, NY 10004

(212) 751-8800

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 

September 23, 2020

(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 Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ¨

 

(Page 1 of 9 Pages)

 

 

* 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).

 

 

 

 

 

 

1

NAME OF REPORTING PERSON

Martin M. Hale, Jr.

 

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

 

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
7

SOLE VOTING POWER

0

 

8

SHARED VOTING POWER

1,613,562 Shares of Common Stock

 

9

SOLE DISPOSITIVE POWER

0

 

10

SHARED DISPOSITIVE POWER

1,613,562 Shares of Common Stock

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

1,613,562 Shares of Common Stock

 

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

¨

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.69%*

 

14

TYPE OF REPORTING PERSON

IN

 

       

 

*Based on (i) 28,292,841 shares of Common Stock outstanding as of August 31, 2020 as disclosed in the Annual Report on Form 10-K of Lantronix, Inc. (the “Issuer”) for the fiscal year ended June 30, 2020 and (ii) 51,533 shares of Common Stock issued to Hale Capital Partners, LP upon the cashless exercise by Martin Hale, Jr.  of certain director options on August 31, 2020.

 

 

 

 

1

NAME OF REPORTING PERSON

Hale Fund Management, LLC

 

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

 

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
7

SOLE VOTING POWER

0

 

8

SHARED VOTING POWER

1,613,562 Shares of Common Stock

 

9

SOLE DISPOSITIVE POWER

0

 

10

SHARED DISPOSITIVE POWER

1,613,562 Shares of Common Stock

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

1,613,562 Shares of Common Stock

 

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.69%*

 

14

TYPE OF REPORTING PERSON

OO

 

       

 

*Based on (i) 28,292,841 shares of Common Stock outstanding as of August 31, 2020 as disclosed in the Annual Report on Form 10-K of the Issuer for the fiscal year ended June 30, 2020 and (ii) 51,533 shares of Common Stock issued to Hale Capital Partners, LP upon the cashless exercise by Martin Hale, Jr. of certain director options on August 31, 2020.  

 

 

 

 

1

NAME OF REPORTING PERSON

Hale Capital Management, LP

 

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

 

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
7

SOLE VOTING POWER

0

 

8

SHARED VOTING POWER

1,613,562 Shares of Common Stock

 

9

SOLE DISPOSITIVE POWER

0

 

10

SHARED DISPOSITIVE POWER

1,613,562 Shares of Common Stock

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

1,613,562 Shares of Common Stock

 

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

¨

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.69%*

 

14

TYPE OF REPORTING PERSON

PN

 

       

 

*Based on (i) 28,292,841 shares of Common Stock outstanding as of August 31, 2020 as disclosed in the Annual Report on Form 10-K of the Issuer for the fiscal year ended June 30, 2020 and (ii) 51,533 shares of Common Stock issued to Hale Capital Partners, LP upon the cashless exercise by Martin Hale, Jr. of certain director options on August 31, 2020.  

 

 

 

 

1

NAME OF REPORTING PERSON

Hale Capital Partners, LP

 

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

SOURCE OF FUNDS

WC

 

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
7

SOLE VOTING POWER

0

 

8

SHARED VOTING POWER

1,613,562 Shares of Common Stock

 

9

SOLE DISPOSITIVE POWER

0

 

10

SHARED DISPOSITIVE POWER

1,613,562 Shares of Common Stock

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

1,613,562 Shares of Common Stock

 

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

¨

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.69%*

 

14

TYPE OF REPORTING PERSON

PN

 

       

 

*Based on (i) 28,292,841 shares of Common Stock outstanding as of August 31, 2020 as disclosed in the Annual Report on Form 10-K of the Issuer for the fiscal year ended June 30, 2020 and (ii) 51,533 shares of Common Stock issued to Hale Capital Partners, LP upon the cashless exercise by Martin Hale, Jr. of certain director options on August 31, 2020.  

 

 

 

 

This Amendment No. 1 (“Amendment No. 1”) amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on June 24, 2016 (the “Original Schedule 13D” as amended by Amendment No. 1, the “Schedule 13D”) with respect to the common stock, par value $0.0001 per share (the “Common Stock”), of Lantronix, Inc., a Delaware corporation (the “Issuer”). The Issuer’s principal executive offices are located at 7535 Irvine Center Drive, Suite 100, Irvine, California 92618. This Amendment No. 1 amends and supplements Item 5 of the Schedule 13D as set forth below. Capitalized terms used herein and not otherwise defined in this Amendment No. 1 have the meanings set forth in the Schedule 13D.

 

Item 5.INTEREST IN SECURITIES OF THE COMPANY.

 

Paragraphs (a) – (c) of Item 5 of Schedule 13D are hereby amended and restated in their entirety as follows:

 

(a)See rows (11) and (13) of the cover pages to this Amendment No. 1 for the aggregate number of shares of Common Stock and percentage of Common Stock beneficially owned by each of the Reporting Persons. Percentages of the shares of Common Stock outstanding reported in this Amendment No. 1 are calculated based upon (i) 28,292,841 shares of Common Stock outstanding as of August 31,2020 as disclosed in the Issuer’s Annual Report on Form 10-K for the fiscal year ended June 30, 2020 and (ii) 51,533 shares of Common Stock issued to Hale Capital Partners, LP upon the cashless exercise by Martin Hale, Jr. of certain director options on August 31, 2020.

 

(b)See rows (7) through (10) of the cover pages to this Amendment No. 1 for the number of shares of Common Stock as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.

 

(c)During the past sixty (60) days, the Reporting Persons effected the sale transactions set forth on Exhibit A annexed hereto.

 

In addition, on August 31, 2020, Martin Hale, Jr., a former director of the Issuer, exercised certain options to purchase Common Stock on a cashless basis that resulted in the issuance to Hale Capital Partners, LP of 51,533 shares of Common Stock.

 

 

 

 

SIGNATURES

 

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

 

Date: September 25, 2020

 

  /s/ Martin M. Hale, Jr.
     
     
  HALE CAPITAL MANAGEMENT, LP
     
  By: Hale Fund Management, LLC, its General Partner
     
     
  By: /s/ Martin M. Hale,  Jr.
    Name: Martin M. Hale, Jr.
    Title: Chief Executive Officer
     
     
  HALE CAPITAL PARTNERS, LP
     
  By: Hale Fund Management, LLC, its General Partner
     
     
  By:  /s/ Martin M. Hale, Jr.
    Name: Martin M. Hale, Jr.
    Title: Chief Executive Officer
     
     
  HALE FUND MANAGEMENT, LLC
     
     
     
  By: /s/ Martin M. Hale, Jr.
    Name: Martin M. Hale, Jr.
    Title: Chief Executive Officer

 

 

 

 

Exhibit A

 

Name of Reporting Person Date of Transaction Number of Shares of Common Stock Sold Price Per Share Transaction Effected
HALE CAPITAL PARTNERS LP 09/15/2020 5,013 $4.51940 Open Market Sale
HALE CAPITAL PARTNERS LP 09/15/2020 50,110 $4.51940 Open Market Sale
HALE CAPITAL PARTNERS LP 09/16/2020 6,434 $4.50000 Open Market Sale
HALE CAPITAL PARTNERS LP 09/18/2020 5,013 $4.50000 Open Market Sale
HALE CAPITAL PARTNERS LP 09/18/2020 22,856 $4.50000 Open Market Sale
HALE CAPITAL PARTNERS LP 09/23/2020 5,013 $4.82090 Open Market Sale
HALE CAPITAL PARTNERS LP 09/23/2020 375,280 $4.82090 Open Market Sale