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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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Date I/O Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
(CUSIP Number)
October 27, 2020
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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□
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Rule 13d-1(b)
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☒
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Rule 13d-1(c)
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□
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Rule 13d-1(d)
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*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 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).
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CUSIP No. 237690 102
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SCHEDULE 13G
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Page 2 of 8 pages
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1
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NAMES OF REPORTING PERSONS
Select Equity Group, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) X
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER
OF SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
712,755
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
712,755
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
712,755
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.5%*
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12
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TYPE OF REPORTING PERSON
PN
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* Beneficial ownership based on 8,390,943 shares of Common Stock outstanding as of July 30, 2020, as reported on the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on
August 13, 2020.
2
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CUSIP No. 237690 102
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SCHEDULE 13G
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Page 3 of 8 pages
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1
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NAMES OF REPORTING PERSONS
Shinbone Alley, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) X
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER
OF SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
712,755
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
712,755
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
712,755
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.5%*
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12
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TYPE OF REPORTING PERSON
PN
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* Beneficial ownership based on 8,390,943 shares of Common Stock outstanding as of July 30, 2020, as reported on the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on August 13, 2020.
3
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CUSIP No. 237690 102
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SCHEDULE 13G
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Page 4 of 8 pages
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1
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NAMES OF REPORTING PERSONS
Shinbone Alley Holdings, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) X
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER
OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
712,755
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
712,755
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
712,755
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.5%*
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12
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TYPE OF REPORTING PERSON
OO
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* Beneficial ownership based on 8,390,943 shares of Common Stock outstanding as of July 30, 2020, as reported on the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on August 13, 2020.
4
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CUSIP No. 237690 102
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SCHEDULE 13G
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Page 5 of 8 pages
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1
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NAMES OF REPORTING PERSONS
George S. Loening
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) X
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER
OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
712,755
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
712,755
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
712,755
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.5%*
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12
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TYPE OF REPORTING PERSON
IN/HC
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* Beneficial ownership based on 8,390,943 shares of Common Stock outstanding as of July 30, 2020, as reported on the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on August 13, 2020.
5
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CUSIP No. 237690 102
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SCHEDULE 13G
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Page 6 of 8 pages
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1
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NAMES OF REPORTING PERSONS
John D. Delafield
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) X
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER
OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
32,059 (1)
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
32,059 (1)
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
32,059
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.4%*
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12
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TYPE OF REPORTING PERSON
IN
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(1) Includes 32,059 restricted stock units held by Mr. Delafield individually, including 18,600 restricted stock units vesting on the earlier of May 18, 2021 and the Issuer’s 2021 annual meeting.
* Beneficial ownership based on 8,390,943 shares of Common Stock outstanding as of July 30, 2020, as reported on the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on August 13, 2020
.
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This Schedule 13G is being filed jointly by Select Equity Group, L.P., a Delaware limited partnership (“Select LP”), Shinbone Alley, L.P., a Delaware limited partnership (“Shinbone Alley”), Shinbone
Alley Holdings, LLC, a Delaware limited liability company (“Shinbone Alley Holdings”), George S. Loening (“Loening”) and John D. Delafield (“Delafield”), and amends, supplements and replaces in its entirety the Schedule 13D filed on July 10, 2020,
as previously amended (the “Schedule 13D”), by Shinbone Alley, Shinbone Alley Holdings, Select LP, Loening and Delafield, relating to shares of Common Stock of Data I/O Corporation (the “Issuer”). As part of Delafield resigning from the board of
directors of the Issuer on October 27, 2020, Shinbone Alley, Shinbone Alley Holdings, Select LP, Loening and Delafield determined that they no longer hold any shares of Common Stock of the Issuer with any purpose, or with the effect of, changing or
influencing control of the Issuer or in connection with or as a participant in any transaction having that purpose or effect. In accordance with Rule 13d-1(h), the reporting persons accordingly determined to again report the beneficial ownership of
shares of Common Stock of the Issuer on Schedule 13G.
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Item 1(a)
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Name of Issuer:
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Data I/O Corporation
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Item 1(b)
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Address of Issuer’s Principal Executive Offices:
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6645 185 Ave NE, Suite 100
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Redmond, Washington 98052
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Items 2(a)
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Name of Person Filing:
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This Schedule 13G is being filed jointly by Shinbone Alley, Shinbone Alley Holdings, Select LP, Delafield, an employee of Select LP, and Loening, who is the majority owner of Select
LP and managing member of its general partner. Select LP, Shinbone Alley, Shinbone Alley Holdings, Loening and Delafield are sometimes jointly referred to herein as the “Select Reporting Persons.”
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Item 2(b)
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Address of Principal Business Office:
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The business address of each of the Select Reporting Persons is:
380 Lafayette Street, 6th Floor New York, New York 10003 |
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Item 2(c)
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Citizenship:
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George S. Loening is a United States citizen.
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Item 2(d)
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Title of Class of Securities:
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Common Stock
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Item 2(e)
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CUSIP Number:
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237690 102
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Item 3
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If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is:
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(a) ☐ Broker or dealer registered under Section 15 of the Act;
(b) ☐ Bank as defined in Section 3(a)(6) of the Act;
(c) ☐ Insurance company as defined in Section 3(a)(19) of the Act;
(d) ☐ Investment company registered under Section 8 of the Investment Company Act of 1940;
(e) ☐ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) ☐ An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
(g) ☐ A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
(h) ☐ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) ☐ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment
Company Act of 1940;
(j) ☐ A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);
(k) ☐ Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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Item 4
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Ownership:
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The information required by Items 4(a)-(c), as of the close of business on October 27, 2020, is set forth in Rows 5-11 of the cover page hereto for each Select
Reporting Person and is incorporated herein by reference for each such Select Reporting Person.
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Item 5
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Ownership of Five Percent or Less of a Class:
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If this statement is being filed to report the fact that as of the date hereof a reporting person has ceased to be the beneficial owner of more than 5 percent of
the class of securities, check the following ☐.
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Item 6
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Ownership of More than Five Percent on Behalf of Another Person:
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N/A
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Item 7
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company:
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N/A
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Item 8
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Identification and Classification of Members of the Group:
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N/A
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Item 9
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Notice of Dissolution of Group:
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N/A
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Item 10
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Certification:
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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 other than activities
solely in connection with a nomination under §240.14a-11.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
SELECT EQUITY GROUP, L.P.
By: Select Equity GP, LLC, its General Partner
By: /s/ George Loening
Name: George S. Loening
Title: Managing Member
SHINBONE ALLEY, L.P.
By: Shinbone Alley Holdings, LLC, its General Partner
By: /s/ George Loening
Name: George S. Loening
Title: Manager
SHINBONE ALLEY HOLDINGS, LLC
By: /s/ George Loening
Name: George S. Loening
Title: Managing Member
/s/ George Loening
George S. Loening, an individual
/s/ John D. Delafield
John D. Delafield, an individual
Dated: October 30, 2020