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. 13)*
ASCENT INDUSTRIES CO.
(Name of Issuer)
Common Stock, $1.00 par value per share
(Title of Class of Securities)
871565107
(CUSIP Number)
RYAN LEVENSON
PRIVET FUND MANAGEMENT LLC
79 West Paces Ferry Road
Suite 200B
Atlanta, Georgia 30305
(404) 419-2670
Rick Miller
Amy Wilson
Bryan Cave Leighton Paisner LLP
One Atlantic Center
Fourteenth Floor
1201 Peachtree St. NW
Atlanta, Georgia 30309
Phone: (404) 572-6600
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 19, 2024
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), 13d-1(f) or 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 Rule 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 (however, see the Notes).
| CUSIP No. 871565107 |
| 1 |
NAME OF REPORTING PERSON
Privet Fund LP |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x (b) ¨ |
| 3 |
SEC USE ONLY
|
| 4 |
SOURCE OF FUNDS
WC |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 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 |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
1 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
1 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1 |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% |
| 14 |
TYPE OF REPORTING PERSON
PN |
|
|
| 1 |
NAME OF REPORTING PERSON
Privet Fund Management LLC |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x (b) ¨ |
| 3 |
SEC USE ONLY
|
| 4 |
SOURCE OF FUNDS
WC |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 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 |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
1 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
1 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1 |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% |
| 14 |
TYPE OF REPORTING PERSON
OO |
|
|
| 1 |
NAME OF REPORTING PERSON
Ryan Levenson |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x (b) ¨ |
| 3 |
SEC USE ONLY
|
| 4 |
SOURCE OF FUNDS
WC |
| 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 |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
1 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
1 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1 |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% |
| 14 |
TYPE OF REPORTING PERSON
IN |
The following constitutes Amendment No. 13 to the Schedule 13D filed by the undersigned (“Amendment No. 13”). This Amendment No. 13 amends the Schedule 13D as specifically set forth herein.
As of the date of this Amendment No. 13, the Reporting Persons are no longer beneficial owners of more than 5% of the Issuer’s Common Stock. The filing of this Amendment No. 13 represents the final amendment to this Schedule 13D and constitutes an exit filing for the Reporting Persons.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Items 5(a) - (c) and (e) are hereby amended and restated to read as follows:
(a) The aggregate percentage of Shares reported as owned by each person named herein is based upon 10,124,737 Shares outstanding as of August 2, 2024, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 6, 2024.
As of the date hereof, Privet Fund beneficially owned 1 Share, constituting approximately 0% of the Shares outstanding.
Privet Fund Management, as the general partner and investment manager of Privet Fund, may be deemed to beneficially own 1 Share owned by Privet Fund, constituting approximately 0% of the Shares outstanding. Mr. Levenson, as the managing member of Privet Fund Management, may be deemed to beneficially own the 1 Share owned by Privet Fund, constituting approximately 0% of the Shares outstanding.
Based on UPG’s most recent Schedule 13D/A filed with the SEC on July 2, 2020, UPG beneficially owns 783,998 Shares. Collectively, UPG and Privet beneficially own 783,999 Shares, which represents approximately 7.74% of the outstanding Shares. Each Reporting Person disclaims beneficial ownership of the Shares that he, she or it does not directly own. Furthermore, the Reporting Persons expressly disclaim beneficial ownership of the 783,998 Shares beneficially owned by UPG.
(c) On September 19, 2024, Privet Fund sold 1,665,000 Shares at an average price per share of $8.29. On September 20, 2024, Privet Fund sold 8,647 Shares at an average price per share of $9.13. There have been no other reportable transactions by any of the Reporting Persons with respect to Shares in the last 60 days.
(e) As a result of the transactions described herein, the Reporting Persons ceased to be the beneficial owners of more than 5% of the Issuer’s Common Stock on September 19, 2024. The filing of this Amendment No. 13 represents the final amendment to this Schedule 13D and constitutes an exit filing for the Reporting Persons.
After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
| Date: September 20, 2024 | PRIVET FUND LP | |
| By: Privet Fund Management LLC, | ||
| Its General Partner | ||
| By: | /s/ Ryan Levenson | |
| Name: Ryan Levenson | ||
| Its: Managing Member | ||
| PRIVET FUND MANAGEMENT LLC | ||
| By: | /s/ Ryan Levenson | |
| Name: Ryan Levenson | ||
| Its: Managing Member | ||
| /s/ Ryan Levenson | ||
| Ryan Levenson | ||