Sec Form 13D Filing - Zeff Capital LP filing for TSR INC (TSRI) - 2020-08-17

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 11)*

TSR, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

872885207

(CUSIP Number)

Daniel Zeff

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

August 13, 2020

(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 (“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. 872885207		13D	Page 2 of 7
(1) NAMES OF REPORTING PERSONS Zeff Capital, L.P.
(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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 shares
	(8) SHARED VOTING POWER
	437,774 shares
	(9) SOLE DISPOSITIVE POWER
	0 shares
	(10) SHARED DISPOSITIVE POWER
	437,774 shares
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 437,774 shares
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.3%*
(14) TYPE OF REPORTING PERSON (see instructions) PN

*Percentage calculated based on 1,962,062 shares of common stock, par value $0.01 per share, outstanding as of March 31, 2020, as reported in the Form 10-Q filed by TSR, Inc. on April 13, 2020.

 

CUSIP No. 872885207		13D	Page 3 of 7
(1) NAMES OF REPORTING PERSONS Zeff Holding Company, 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) OO
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 shares
	(8) SHARED VOTING POWER
	437,774 shares
	(9) SOLE DISPOSITIVE POWER
	0 shares
	(10) SHARED DISPOSITIVE POWER
	437,774 shares
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 437,774 shares
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.3%*
(14) TYPE OF REPORTING PERSON (see instructions) OO

* Percentage calculated based on 1,962,062 shares of common stock, par value $0.01 per share, outstanding as of March 31, 2020, as reported in the Form 10-Q filed by TSR, Inc. on April 13, 2020.

 

CUSIP No. 872885207		13D	Page 4 of 7
(1) NAMES OF REPORTING PERSONS Daniel Zeff
(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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
(6) CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	(7) SOLE VOTING POWER
	0 shares
	(8) SHARED VOTING POWER
	437,774 shares
	(9) SOLE DISPOSITIVE POWER
	0 shares
	(10) SHARED DISPOSITIVE POWER
	437,774 shares
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 437,774 shares
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.3%*
(14) TYPE OF REPORTING PERSON (see instructions) IN

*Percentage calculated based on 1,962,062 shares of common stock, par value $0.01 per share, outstanding as of March 31, 2020, as reported in the Form 10-Q filed by TSR, Inc. on April 13, 2020.

Explanatory Note

 

This Amendment No. 11 (this “Amendment”) amends and supplements the Schedule 13D filed on July 26, 2018, as amended on August 23, 2018, September 19, 2018, October 10, 2019, January 4, 2019, August 2, 2019, August 8, 2019, September 4, 2019, October 23, 2019, October 29, 2019, and January 2, 2020 (as amended, the “Schedule 13D”), by the Reporting Persons relating to the Common Stock. Information reported in the Schedule 13D remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment. Capitalized terms used but not defined in this Amendment have the respective meanings set forth in the Schedule 13D. All references in the Schedule 13D and this Amendment to the “Statement” will be deemed to refer to the Schedule 13D as amended and supplemented by this Amendm ent.

Item 4.

Purpose of Transaction.

Item 4 is amended to add the following:

On August 13, 2020, the Reporting Persons entered into an Agreement with the Issuer (the “August 2020 Agreement”). Pursuant to the August 2020 Agreement, the Issuer agreed to reimburse certain of the costs and expenses incurred by the Reporting Persons in connection with certain proxy solicitation activities involving the Issuer. The Issuer will reimburse an aggregate of $900,000 in three equal installments on June 30, 2021 and June 30, 2022. The third installment can be made in the form of Common Stock.

The foregoing description of the August 2020 Agreement is qualified in its entirety by reference to such agreement, which is incorporated by reference as Exhibit 10.

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.

Dated: August 17, 2020

ZEFF CAPITAL, L.P.

By: Zeff Holding Company, LLC, as
general partner

By: /s/ Daniel Zeff

Name: Daniel Zeff

Title: Manager

ZEFF HOLDING COMPANY, LLC

By: /s/ Daniel Zeff

Name: Daniel Zeff

Title: Manager

 

/s/ Daniel Zeff

Daniel Zeff

 

 

 

EXHIBIT INDEX

 

Exhibit Number	Description
1	Joint Filing Agreement (incorporated by reference to Exhibit 1 to the Amendment No. 1 to Schedule 13D filed by Zeff Capital, L.P., Zeff Holding Company, LLC and Daniel Zeff on August 23, 2018).
2	Letter dated as of September 17, 2018 (incorporated by reference to Exhibit 2 to the Amendment No. 2 to Schedule 13D filed by Zeff Capital, L.P., Zeff Holding Company, LLC and Daniel Zeff on September 19, 2018).
3	Press release of Zeff Capital, L.P. (incorporated by reference to the DFAN14A filing made by Zeff Capital, L.P. on October 10, 2018).
4	Form of Indemnification Agreement (incorporated by reference to Exhibit 4 to the Amendment No. 3 to Schedule 13D filed by Zeff Capital, L.P., Zeff Holding Company, LLC and Daniel Zeff on October 10, 2018).
5	Complaint filed by TSR, Inc. (incorporated by reference to Exhibit 5 to the Amendment No. 4 to Schedule 13D filed by Zeff Capital, L.P., Zeff Holding Company, LLC and Daniel Zeff on January 4, 2019).
6	Notice dated as of August 1, 2019. (incorporated by reference to Exhibit 6 to the Amendment No. 5 to Schedule 13D filed by Zeff Capital, L.P., Zeff Holding Company, LLC and Daniel Zeff on August 2, 2019).
7	Settlement and Release Agreement, dated as of August 30, 2019, by and between TSR, Inc. and Zeff Capital, L.P., Zeff Holding Company, LLC and Daniel Zeff, QAR Industries, Inc. and Robert Fitzgerald, and Fintech Consulting, LLC and Tajuddin Haslani (incorporated by reference to Exhibit 7 to the Amendment No. 7 to Schedule 13D filed by Zeff Capital, L.P., Zeff Holding Company, LLC and Daniel Zeff on September 4, 2019).
8	Share Repurchase Agreement, dated as of August 30, 2019, by and between TSR, Inc. and Zeff Capital, L.P., Zeff Holding Company, LLC and Daniel Zeff, QAR Industries, Inc. and Robert Fitzgerald, and Fintech Consulting, LLC and Tajuddin Haslani (incorporated by reference to Exhibit 8 to the Amendment No. 7 to Schedule 13D filed by Zeff Capital, L.P., Zeff Holding Company, LLC and Daniel Zeff on September 4, 2019).
9	Press Release of TSR, Inc. (incorporated by reference to Exhibit 9 to the Amendment No. 7 to Schedule 13D filed by Zeff Capital, L.P., Zeff Holding Company, LLC and Daniel Zeff on September 4, 2019).
10	Agreement, dated as of August 13, 2020, by and between TSR, Inc. and Zeff Capital, L.P., Zeff Holding Company, LLC and Daniel Zeff.*

* Filed herewith.