Sec Form 13D Filing - INTEL CORP (INTC) filing for VUZIX CORPORATION (VUZI) - 2021-01-29

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 5)

Vuzix Corporation

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

92921W300

(CUSIP Number)

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

January 28, 2021

(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  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(b) for other parties to whom copies are to be sent.

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).

This Amendment No. 5 (this “Amendment”) to the Statement on Schedule 13D (the “Schedule 13D”) filed by Intel Corporation, a Delaware corporation (the “Reporting Person” or “Intel”), on January 12, 2015, as amended by Amendment No. 1 to the Schedule 13D filed by the Reporting Person on November 17, 2016, Amendment No. 2 to the Schedule 13D filed by the Reporting Person on December 9, 2016, Amendment No. 3 to the Schedule 13D filed by the Reporting Person on August 18, 2017, and Amendment No. 4 to the Schedule 13D filed by the Reporting Person on February 2, 2018, relates to the common stock, par value $0.001 per share (the “Common Stock”), of Vuzix Corporation, a Delaware corporation (the “Issuer” or “Vuzix”), and amends and supplements such Schedule 13D, as so amended. This Amendment is being filed by the Reporting Person to reflect the conversion of 49,626 shares of Series A Preferred Stock held by the Reporting Person into 4,962,600 shares of Common Stock that occurred on January 28, 2021 and the subsequent sale of all of those shares. Except as specifically set forth herein, the Schedule 13D, as so amended, remains unmodified.

Item 4 is hereby amended and supplemented as follows:

On January 28, 2021, the Reporting Person converted its 49,626 shares Series A Preferred Stock into 4,962,600 shares of Common Stock and sold all of those shares of Common Stock in open market transactions for regular portfolio management reasons. Except as otherwise described above, the Reporting Person, and to the Reporting Person’s knowledge, the persons set forth on Schedule A, have no plans or proposals that relate to or would result in any transaction, event or action enumerated in paragraphs (a) through (j) of Item 4 of Schedule 13D.

Items 5(a), (b), (c), and (e) are hereby amended and restated in their entirety as follows:

(a)

As of the date hereof, Intel beneficially owns 0 shares, representing 0%, of the Issuer’s Common Stock.

(b)

(c)

On January 28, 2021, the Reporting Person delivered to the Issuer a notice of conversion with respect to 49,626 shares of Series A Preferred Stock held by the Reporting Person, resulting in the conversion of such shares of Series A Preferred Stock into 4,962,600 shares of Common Stock.

On January 28, 2021, the Reporting Person sold an aggregate of 550,086 shares of the Common Stock in open market transactions at a weighted average price of $12.6307 per share, with prices ranging from $12.35 to $13.32 per share. On January 28, 2021, the Reporting Person also sold an aggregate of 299,035 shares of the Common Stock in open market transactions at a weighted average price of $12.2582 per share, with prices ranging from $12.25 to $12.31 per share. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the foregoing transactions were effected. On January 28, 2021, the Reporting Person also sold 4,113,479 shares of the Common Stock in an open market transaction at a price of $11.30 per share.

Except as set forth or incorporated herein, neither the Reporting Person nor, to its knowledge, any person listed on Schedule A, has effected any transaction in the Common Stock during the past 60 days.

(e)

The Reporting Person ceased to be the beneficial owner of more than five percent of the Common Stock as of January 28, 2021.

Item 6 is hereby amended and supplemented as follows:

The information set forth in Item 4 of this Amendment No. 5 is incorporated by reference into this Item 6.

SIGNATURE

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

SCHEDULE A

Schedule A of the Schedule 13D is hereby amended and restated in its entirety as follows:

DIRECTORS AND EXECUTIVE OFFICERS OF INTEL CORPORATION

The name, present principal occupation or employment, business address, and citizenship of each of the directors and executive officers of the Reporting Person are as set forth below.

Directors:

Non-Director Executives:

EXHIBIT INDEX