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.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
What is insider trading>>
THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
urban-gro, Inc.
(Name of Issuer)
Common Stock, Par Value $0.001
(Title of Class of Securities)
91704K202
(CUSIP Number)
May 31, 2024
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule 13G is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 the disclosures provided in a prior cover page.
The information required in 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. 91704K202
(1) Names of Reporting Persons. I.R.S. Identification Nos. of
Above Persons (entities only):
AWM Investment Company, Inc.
(2) Check the Appropriate Box if a Member of a Group (See
Instructions) (a)___ b)___
(3) SEC Use Only
(4) Citizenship or Place of Organization: Delaware, United States
Number of Shares Beneficially
Owned by Each Reporting Person
With
(5) Sole Voting Power:
1,444,037 **
(6) Shared Voting Power: 0**
(7) Sole Dispositive Power:
1,444,037 **
(8) Shared Dispositive Power: 0**
(9) Aggregate Amount Beneficially Owned by Each Reporting
Person: 1,444,037 **
(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions):
(11) Percent of Class Represented by Amount in Row (9): 11.7%**
(12) Type of Reporting Person (See Instructions): IA
**AWM Investment Company, Inc., a Delaware Corporation (AWM), is the
investment adviser to Special Situations Fund III QP, L.P. (SSFQP)and
Special Situations Cayman Fund, L.P. (Cayman), (SSFQP and Cayman will
hereafter be referred to as the Funds). As the investment adviser to
the Funds, AWM holds sole voting and investment power over 398,800
Shares of Common Stock of the Issuer (the Shares) held by SSFQP and
345,958 Shares held by Cayman. See Items 2 and 4 of this Schedule for
additional information.
Item 1(a). Name Of Issuer: urban-gro, Inc.
Item 1(b). Address of Issuer?s Principal Executive Offices:
1751 Panorama Point ? Unit G
Lafayette, CO 80026
Item 2(a). Name of Person Filing:
The person filing this report is AWM Investment Company, Inc.,
a Delaware corporation (AWM), which is the investment adviser
to Special Situations Cayman Fund, L.P., a Cayman Islands
Limited Partnership (CAYMAN)and Special Situations Fund III QP,
L.P., a Delaware limited partnership (SSFQP), (CAYMAN and SSFQP
will hereafter be referred to as the Funds). The principal
business of each Fund is to invest in equity and equity-related
securities and other securities of any kind or nature.
David M. Greenhouse (Greenhouse) and Adam C. Stettner
(Stettner) are members of: SSCayman, L.L.C., a Delaware limited
liability company (SSCAY), the general partner of CAYMAN; and
MGP Advisers Limited Partnership, a Delaware limited
partnership (MGP), the general partner of SSFQP. Greenhouse and
Stettner are also controlling principals of AWM.
Item 2(b). Address of Principal Business Office or, if None,
Residence:
The principal business address for AWM is c/o Special
Situations Funds, 527 Madison Avenue, Suite 2600, New York, NY
10022.
Item 2(c). Citizenship: AWM is a Delaware Corporation.
Item 2(d). Title of Class of Securities: Common Stock, Par
Value $0.001
Item 2(e). CUSIP No.: 91704K202
Item 3. If This Statement Is Filed Pursuant to ??240.13d-1(b) or
240.13d-2(b) or (c), check whether the Person Filing is a:
Not Applicable
Item 4. Ownership
(a) Amount Beneficially Owned: 1,444,037 **
(b) Percent of Class: 11.7%**
(c) Number of Shares as to which the person has:
(i) sole power to vote or to direct the vote: 1,444,037
**
(ii) shared power to vote or to direct the vote: 0**
(iii) sole power to dispose or to direct the disposition of:
1,444,037 **
(iv) shared power to dispose or to direct the disposition
of: 0**
______________________________________________________________________
** AWM is the investment adviser to each of the Funds. As the
investment adviser to the Funds, AWM holds sole voting and investment
power over 398,800 shares of Common Stock of the Issuer (the Shares)
held by SSFQP and 345,958 Shares held by Cayman. Greenhouse and
Stettner are members of SSCAY, the general partner of CAYMAN; and MGP,
the general partner of SSFQP. Greenhouse and Stettner are also
controlling principals of AWM.
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the
following. __
Item 6. Ownership of More Than Five Percent on Behalf of Another
Person
Not Applicable.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company or Control Person
Not Applicable.
Item 8. Identification and Classification of Members of the Group
Not Applicable.
Item 9. Notice of Dissolution of Group
Not Applicable.
Item 10. Certification
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any transaction
having that purpose or effect.
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: June 10, 2024
AWM INVESTMENT COMPANY, INC.
By:/s/ Adam Stettner
Name: Adam Stettner
Title: Executive Vice President
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001)
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