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
(Rule 13d-101)
Information to be Included in Statements Filed Pursuant to § 240.13d-1(a) and Amendments Thereto Filed Pursuant to § 240.13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. 19)*
POWER SOLUTIONS INTERNATIONAL, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
73933G202
(CUSIP Number)
Gary S. Winemaster
c/o Power Solutions International, Inc.
201 Mittel Drive
Wood Dale, Illinois 60191
(630) 350-9400
(Name,
Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 20, 2023
(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 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. 73933G202 | 13D | Page 2 of 4 pages |
| 1 | NAMES OF REPORTING PERSONS
|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ |
| 3 | SEC USE ONLY
< br> |
| 4 | SOURCE OF FUNDS
N/A |
| 5 | Check if disclosure of legal proceedings 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
3,317,603 |
| 8 | SHARED VOTING POWER
676 | |
| 9 | SOLE DISPOSITIVE POWER
3,317,603 | |
| 10 | SHARED DISPOSITIVE POWER
676 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,318,279 |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.5% |
| 14 | TYPE OF REPORTING PERSON
IN |
| CUSIP No. 73933G202 | 13D | Page 3 of 4 pages |
Explanatory Note
This Amendment No. 19 to Schedule 13D (“Amendment No. 19”) amends and supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission on May 9, 2011, as amended to date, (the “Schedule 13D”), relating to the common stock, par value $0.001 per share (“Common Stock”), of Power Solutions International, Inc., a Delaware corporation (the “Issuer”). Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D.
| Item 5. | Interest in Securities of the Issuer |
Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
(a) – (b)
| ● | Amount beneficially owned: 3,318,279, which includes 676 shares held of record by the Reporting Person’s spouse. | |
| ● | Percent of Class: 14.5% | |
| ● | Number of shares the Reporting Person has: |
| ○ | Sole power to vote or direct the vote: 3,317,603 | |
| ○ | Shared power to vote: 676 | |
| ○ | Sole power to dispose or direct the disposition of: 3,317,603 | |
| ○ | Shared power to dispose or direct the disposition of: 676 |
The above percent of class is based on 22,951,478 shares of the Issuer’s Common Stock outstanding as of May 26, 2023.
(c) During the past sixty days, the Reporting Person has not engaged in any transactions in the Issuer’s Common Stock. On July 20, 2023, the Reporting Person’s spouse disposed of 15,000 shares of Common Stock at a price of $3.15 per share in an open market transaction on the OTCPink market.
(d) None.
(e) Not applicable.
| CUSIP No. 73933G202 | 13D | Page 4 of 4 pages |
SIGNATURES
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.
| Date: August 7, 2023 | ||
| By: | /s/ Gary S. Winemaster | |
| Name: | Gary S. Winemaster |