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>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
OPTEX
SYSTEMS HOLDINGS, INC.
(Name
of Issuer)
Common Stock, Par Value $0.001 Per Share
(Title
of Class of Securities)
68384X209
(CUSIP
Number)
Dayton
Judd
Sudbury
Capital Fund, LP
136 Oak
Trail
Coppell,
TX 75019
972-304-5000
(Name,
Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
August 26, 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 which 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
(“Exchange Act”) or otherwise subject to the
liabilities of that section of the Exchange Act but shall
be subject to all other provisions of the Exchange Act
(however, see the Notes).
|
CUSIP
No. 68384X209
|
|||||
|
(1)
|
|
Names
of Reporting Persons/ I.R.S. Identification Nos. of Above Persons
(Entities Only)
Dayton
Judd
|
|||
|
(2)
|
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
(a)
(b)
|
|||
|
(3)
|
|
SEC Use
Only
|
|||
|
(4)
|
|
Source
of Funds (See Instructions)
OO
|
|||
|
(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
0
|
|
|
(8)
|
|
Shared
Voting Power
845,000
(1)
|
|
|
|
(9)
|
|
Sole
Dispositive Power
0
|
|
|
|
(10)
|
|
Shared
Dispositive Power
845,000
(1)
|
|
(11)
|
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
845,000
|
|||
|
(12)
|
|
Check
if the Aggregate Amount in Row (11) Excludes Certain
Shares [ ]
|
|||
|
(13)
|
|
Percent
of Class Represented by Amount in Row (11)
9.9%
(2)
|
|||
|
(14)
|
|
Type of
Reporting Person (See Instructions)
IN
|
|||
(1)
Includes
(i) 25,000 shares of Common Stock held indirectly by Mr. Judd
through his SEP IRA; and (ii) 820,000 shares of Common Stock held
by Sudbury Holdings, LLC.
(2)
Based on 8,523,804
shares of Common Stock outstanding as of August 26, 2021, as
reported in the Issuer’s Current Report on Form 8-K filed on
August 31, 2021.
|
CUSIP
No. 68384X209
|
|||||
|
(1)
|
|
Names
of Reporting Persons/ I.R.S. Identification Nos. of Above Persons
(Entities Only)
Sudbury
Capital Fund LP
38-3873725
|
|||
|
(2)
|
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
(a)
(b)
|
|||
|
(3)
|
|
SEC Use
Only
|
|||
|
(4)
|
|
Source
of Funds (See Instructions)
WC
|
|||
|
(5)
|
|
Check
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
With
|
|
(7)
|
|
Sole Voting
Power
0
|
|
|
(8)
|
|
Shared Voting
Power
820,000
|
|
|
|
(9)
|
|
Sole Dispositive
Power
0
|
|
|
|
(10)
|
|
Shared Dispositive
Power
820,000
|
|
(11)
|
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
|||
|
(12)
|
|
Check
if the Aggregate
Amount in Row (11) Excludes Certain
Shares [ ]
|
|||
|
(13)
|
|
Percent
of Class Represented by Amount in Row (11)
9.6%
(1)
|
|||
|
(14)
|
|
Type of
Reporting Person (See Instructions)
PN
|
|||
(1)
Based on 8,523,804
shares of Common Stock outstanding as of August 26, 2021, as
reported in the Issuer’s Current Report on Form 8-K filed on
August 31, 2021.
|
CUSIP
No. 68384X209
|
|||||
|
(1)
|
|
Names
of Reporting Persons/ I.R.S. Identification Nos. of Above Persons
(Entities Only)
Sudbury
Holdings, LLC
|
|||
|
(2)
|
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
(a)
(b)
|
|||
|
(3)
|
|
SEC Use
Only
|
|||
|
(4)
|
|
Source
of Funds (See Instructions)
AF
|
|||
|
(5)
|
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) [ ]
|
|||
|
(6)
|
|
Citizenship
or Place of Organization
Texas
|
|||
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
(7)
|
|
Sole
Voting Power
0
|
|
|
(8)
|
|
Shared
Voting Power
|
|
|
|
(9)
|
|
Sole
Dispositive Power
0
|
|
|
|
(10)
|
|
Shared
Dispositive Power
|
|
(11)
|
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
|||
|
(12)
|
|
Check
if the Aggregate Amount in Row (11) Excludes Certain
Shares [ ]
|
|||
|
(13)
|
|
Percent
of Class Represented by Amount in Row (11)
9.6%
(1)
|
|||
|
(14)
|
|
Type of
Reporting Person (See Instructions)
HC
|
|||
(1)
Based on 8,523,804
shares of Common Stock outstanding as of August 26, 2021, as
reported in the Issuer’s Current Report on Form 8-K filed on
August 31, 2021.
|
CUSIP
No. 68384X209
|
|||||
|
(1)
|
|
Names
of Reporting Persons/ I.R.S. Identification Nos. of Above Persons
(Entities Only)
Sudbury
Capital GP, LP
|
|||
|
(2)
|
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
(a)
(b)
|
|||
|
(3)
|
|
SEC Use
Only
|
|||
|
(4)
|
|
Source
of Funds (See Instructions)
AF
|
|||
|
(5)
|
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) [ ]
|
|||
|
(6)
|
|
Citizenship
or Place of Organization
Texas
|
|||
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
(7)
|
|
Sole
Voting Power
0
|
|
|
(8)
|
|
Shared
Voting Power
|
|
|
|
(9)
|
|
Sole
Dispositive Power
0
|
|
|
|
(10)
|
|
Shared
Dispositive Power
820,000
|
|
(11)
|
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
|||
|
(12)
|
|
Check
if the Aggregate Amount in Row (11) Excludes Certain
Shares [ ]
|
|||
|
(13)
|
|
Percent
of Class Represented by Amount in Row (11)
9.6%
(1)
|
|||
|
(14)
|
|
Type of
Reporting Person (See Instructions)
PN
|
|||
(1)
Based on 8,523,804
shares of Common Stock outstanding as of August 26, 2021, as
reported in the Issuer’s Current Report on Form 8-K filed on
August 31, 2021.
|
CUSIP
No. 68384X209
|
|||||
|
(1)
|
|
Names
of Reporting Persons/ I.R.S. Identification Nos. of Above Persons
(Entities Only)
Sudbury
Capital Management, LLC
|
|||
|
(2)
|
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
(a)
(b)
|
|||
|
(3)
|
|
SEC Use
Only
|
|||
|
(4)
|
|
Source
of Funds (See Instructions)
AF
|
|||
|
(5)
|
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) [ ]
|
|||
|
(6)
|
|
Citizenship
or Place of Organization
Texas
|
|||
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
(7)
|
|
Sole
Voting Power
0
|
|
|
(8)
|
|
Shared
Voting Power
|
|
|
|
(9)
|
|
Sole
Dispositive Power
0
|
|
|
|
(10)
|
|
Shared
Dispositive Power
|
|
(11)
|
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
|||
|
(12)
|
|
Check
if the Aggregate Amount in Row (11) Excludes Certain
Shares [ ]
|
|||
|
(13)
|
|
Percent
of Class Represented by Amount in Row (11)
9.6%
(1)
|
|||
|
(14)
|
|
Type of
Reporting Person (See Instructions)
IA
|
|||
(1)
Based on 8,523,804
shares of Common Stock outstanding as of August 26, 2021, as
reported in the Issuer’s Current Report on Form 8-K filed on
August 31, 2021.
Item 1. Security and Issuer
This
Statement relates to the Common Stock, par value $0.001 per share
(the "Common Stock"), of
Optex Systems Holdings, Inc. (the "Company"). The principal executive
offices of the Company are located at 1420 Presidential Drive,
Richardson, TX 75081.
Item 2. Identity and Background
(a)
This Statement is
filed by (i) Dayton Judd; (ii) Sudbury Capital Fund, LP, a Delaware
limited partnership and pooled investment vehicle; (iii) Sudbury
Holdings, LLC, a Texas limited liability company; (iv) Sudbury
Capital Management, LLC, a Texas limited liability company and the
Investment Adviser; and (v) Sudbury Capital GP, LP, a Texas limited
partnership and the General Partner of the pooled investment
vehicle.
Mr.
Judd is the Managing Member of the Investment Advisor and Partner
and Manager of the General Partner.
Each of
the Fund, the General Partner, the Investment Advisor and Mr. Judd
is referred to herein as a "Reporting Person" and collectively as
the "Reporting Persons." The Reporting Persons are filing this
Statement jointly. Neither the fact of this filing nor anything
contained herein shall be deemed to be an admission by any of the
Reporting Persons that they constitute a "group."
(b)
The address of the
business office of Sudbury Capital Fund, LP, Sudbury Holdings, LLC,
Sudbury Capital Management, LLC, Sudbury Capital GP, LP and Dayton
Judd is 136 Oak Trail, Coppell, TX 75019.
(c)
The principal
business of the Fund is serving as a private investment fund. The
principal business of the General Partner is to provide investment
advisory and management services to private investment funds,
including the Fund. The General Partner has delegated the
management of the Fund's investment program to the Investment
Advisor. The principal business of the Investment Advisor is to
provide investment advisory services, including to the Fund. The
principal occupation of Mr. Judd is serving as investment manager
and advisor to the Fund.
(d)
None of the
Reporting Persons or any of their partners, managers, officers or
other controlling persons has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e)
None of the
Reporting Persons or any of their partners, managers, officers or
other controlling persons has, during the last five years, been a
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with
respect to such laws.
(f)
Mr. Judd is a U.S.
citizen.
Item 3. Source and Amount of Funds or Other
Consideration
The securities reported herein were acquired by the Reporting
Persons with an aggregate purchase price of $1,231,640 by Sudbury Holdings, LLC, and $36,700 by
Mr. Judd through his SEP IRA. Other than for those shares of Common
Stock held indirectly by Mr. Judd through his SEP IRA, the source
of funds used in purchasing the Company's securities was the
working capital of the Fund.
Item 4. Purpose of Transaction
The
Reporting Persons acquired the securities reported in this
Statement for investment purposes. The Reporting Persons may in the
future acquire additional shares of Common Stock or other Company
securities, or dispose of some or all of the shares of Common Stock
or other securities held by the Reporting Persons in open-market
transactions or privately negotiated transactions, on such terms
and at such times as the Reporting Persons may deem advisable
subject to applicable securities law and regulations.
On
August 26, 2021, Mr. Judd spoke with the Chairman & Chief
Executive Officer of Optex Systems Holdings, Inc. and requested a
seat on the Issuer's Board of Directors.
Other
than as set forth in this Item 4, the Reporting Persons do not have
any other present plan or proposal that would result in any of the
actions described in paragraphs (a) through (c) and (e) through (j)
of Item 4 of Schedule 13D. However, the Reporting Persons reserve
the right in the future to formulate plans and take such actions
with respect to their investment in the Issuer as they deem
appropriate including, without limitation, engaging in
communications with management and the Board of Directors of the
Issuer, engaging in discussions with stockholders of the Issuer and
others about the Issuer and the Reporting Persons' investment,
making proposals to the Issuer concerning changes to the capital
allocation strategy, capitalization, ownership structure, including
a sale of the Issuer as a whole or in parts, board structure
(including board composition) or operations of the Issuer, or
changing their intention with respect to any and all matters
referred to in paragraphs (a) through (j) of Item 4 of Schedule
13D.
Item 5. Interest in Securities of the Issuer.
(a)
Other
than Mr. Judd, who beneficially owns an aggregate of 845,000 shares
of Common Stock, representing approximately 9.9% of the Company's
shares of Common Stock, each of the Reporting Persons beneficially
own 820,000 shares of Common Stock, which represents approximately
9.6% percent of the Company's outstanding shares of Common Stock.
The Fund directly holds the number and percentage of shares
disclosed as beneficially owned by it in the applicable table set
forth on the cover page to this Statement. Other than the Fund and
Mr. Judd, as disclosed in the applicable tables set forth on the
cover page of this Statement, none of the other Reporting Persons
directly hold any of the shares disclosed in this
Statement.
Each
percentage ownership of shares set forth in this Schedule 13D is
based on 8,523,804 shares of Common Stock outstanding as of August
26, 2021, as reported in the Issuer’s Current Report on Form
8-K filed on August 31, 2021.
The
General Partner, as general partner to the Fund, and the Investment
Advisor, as the investment manager to the Fund, may be deemed to be
beneficial owners of the shares of Common Stock disclosed as
directly owned by the Fund in this Statement. As principal of the
General Partner and the Investment Advisor, Mr. Judd may be deemed
to be a beneficial owner of the shares of Common Stock disclosed as
directly owned by the Fund in this Statement. Each of the General
Partner, the Investment Advisor and Mr. Judd expressly disclaims
beneficial ownership of the Fund's shares of Common
Stock.
(b)
The Fund
beneficially owns, and has the shared power to direct the voting
and disposition of, the shares of Common Stock disclosed as
beneficially owned by the Fund in the applicable table set forth on
the cover page to this Statement. The General Partner, as the
general partner of the Fund, has the shared power to direct the
voting and disposition of the shares of Common Stock held by the
Fund. The Investment Advisor, as the investment manager of the
Fund, has the shared power to direct the voting and disposition of
the shares of Common Stock held by the Fund. Mr. Judd, as principal
of the General Partner and the Investment Advisor, may also be
deemed to have the shared power to direct the voting and
disposition of the shares of Common Stock held by the
Fund.
(c)
The transactions
effected by each of the Reporting Persons during the 60 days prior
to the date of this Schedule 13D are set forth in Schedule
A.
(d)
Not
applicable.
(e)
Not
applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
The
information set forth in Items 2, 3 and 4 hereof is hereby
incorporated herein by reference. Other than as described in Items
2, 3, and 4 hereof, there are no other contracts, arrangements,
understanding or relationships (legal or otherwise) with respect to
any securities of the issuer.
Item 7. Material to Be Filed as Exhibits
Not
applicable.
|
SIGNATURES
|
|
|
|
|
|
Date: September 7, 2021
|
By:
|
/s/
Dayton Judd
|
|
|
|
Dayton
Judd
|
|
Date: September 7, 2021
|
Sudbury Capital Fund, LP
|
|
|
|
|
|
|
|
By:
|
/s/
Dayton Judd
Name: Dayton Judd
Title: Member of the General Partner of the General Partner of
Sudbury Capital Fund, LP
|
|
|
|
|
|
Date: September 7, 2021
|
Sudbury Holdings, LLC
|
|
|
|
|
|
|
|
By:
|
/s/
Dayton Judd
Name: Dayton Judd
Title: Sole Member <
/font>
|
|
|
|
|
|
Date: September 7, 2021
|
Sudbury Capital GP, LP
|
|
|
|
|
|
|
|
By:
|
/s/ Dayton
Judd
Name: Dayton Judd
Title: Member of the General Partner of Sudbury Capital GP,
LP
|
|
|
|
|
|
Date: September 7, 2021
|
Sudbury Capital Management, LLC
|
|
|
|
|
|
|
|
By:
|
/s/ Dayton
Judd
Name: Dayton Judd
Title: Managing Member
|
|
|
|
|
Transactions in Common Stock by Sudbury Holdings, LLC
|
Date
|
Number
of Shares of
Common
Stock Purchased
|
Purchase
Price Per Share
of
Common Stock (1)
|
|
7/9/2021
|
5,900
|
$ 1.508
|
|
7/12/2021
|
7,070
|
$ 1.532
|
|
7/19/2021
|
5,149
|
$ 1.515
|
|
7/20/2021
|
6,400
|
$ 1.525
|
|
7/23/2021
|
3,795
|
$ 1.510
|
|
7/26/2021
|
20,717
|
$ 1.509
|
|
7/27/2021
|
21,550
|
$ 1.524
|
|
7/28/2021
|
17,935
|
$ 1.511
|
|
8/25/2021
|
70,208
|
$ 1.496
|
8/26/2021
|
544,136
|
$ 1.496
|
|
8/27/2021
|
19,300
|
$ 1.521
|
|
9/2/2021
|
20,665
|
$
1.601
|
|
9/3/2021
|
11,754
|
$
1.673
|
(1)
Each transaction
was effected by a broker in the open market and is inclusive of
commissions.