Sec Form 13D Filing - Axonic Capital LLC filing for POWER REIT COM SHS OF BENEFICI (PW) - 2024-12-10

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

 

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

 

 

POWER REIT

(Name of Issuer)

 

Common Shares, $0.001 par value per share

(Title of Class of Securities)

 

73933H101

(CUSIP Number)

 

Jess Saypoff

Axonic Capital LLC

520 Madison Avenue, 42nd Floor

New York, New York 10022

(212) 259-0430

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

December 6, 2024

(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 Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐

  

* 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. 73933H101

 

1

Name of Reporting Person

 

Axonic Capital LLC

2

Check the Appropriate Box if a Member of a Group

 

(A):    ☐          (B):    ☐

3

SEC Use Only

 

 

4

Source of Funds

 

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

 

0

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

0

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

0 Common Shares

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

 

13

Percent of Class Represented by Amount in Row (11)

 

0%

14

Type of Reporting Person

 

OO (Limited Liability Company)

 

2

 

 

CUSIP No. 73933H101

 

1

Name of Reporting Person

 

Clayton DeGiacinto

2

Check the Appropriate Box if a Member of a Group

 

(A):    ☐          (B):    ☐

3

SEC Use Only

 

 

4

Source of Funds

 

AF (See Item 3)

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

 

0

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

0

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

0 Common Shares

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

 

13

Percent of Class Represe nted by Amount in Row (11)

 

0%

14

Type of Reporting Person

 

IN

 

3

 

 

Explanatory Note

 

This Amendment No. 2 to the Schedule 13D (“Amendment No. 2”), amends and supplements the Schedule 13D originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 25, 2024, as amended by Amendment No. 1 to the Schedule 13D filed with the SEC on September 11, 2024 (as amended and supplemented, the “Schedule 13D”). Unless otherwise indicated, all capitalized terms used but not defined herein shall have the meanings ascribed to them in the Schedule 13D. This Amendment No. 2 is being filed to make amendments to the Schedule 13D as follows: 

 

Item 3. Source and Amount of Funds or Other Consideration.

 

Item 3 is hereby amended to reflect that the Reporting Persons do not own any Common Shares.

 

Item 4. Purpose of Transaction.

 

Item 4 is hereby amended to reflect that the Reporting Persons do not own any Common Shares.

 

Item 5. Interest in Securities of the Issuer.

 

Item 5 (a) – (b) are hereby amended and restated as follows:

 

(a) – (b). The information required for each Reporting Person by Item 5 (a) – (b) is set forth in Rows 7 – 13 on pages 1 and 2 of this Schedule 13D and is incorporated herein by reference, respectively, for each Reporting Person.

 

(c) The transactions in the Common Shares by each Reporting Person during the past sixty days are set forth in Schedule A and are incorporated herein by reference.

 

(d) Not applicable.

 

(e) As of the close of business on December 6, 2024, the Reporting Persons ceased to be the beneficial owners of more than 5% of the Common Shares of the Issuer.

 

4

 

 

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: December 10, 2024

 

  Axonic Capital LLC
     
  By:/s/ Clayton DeGiacinto
    Name:  Clayton DeGiacinto
    Title: Authorized Signatory
     
  By: /s/ Clayton DeGiacinto
    Name:  Clayton DeGiacinto
    In his capacity as managing member of Axonic Capital LLC

 

5

 

 

SCHEDULE A

 

TRANSACTIONS IN THE ISSUER’S SECURITIES DURING THE LAST 60 DAYS 

 

Transaction Date  Nature of Transaction  Price Per Share1  Quantity
12/06/24  Sale  $2.12352  (81,421)
12/09/24  Sale  $2.00203  (102,276)

 

 

1The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer or the SEC staff, upon request, all information regarding the number of shares sold at each price within the ranges set forth in Footnotes 1 through 3 herein.
2The price reported is the weighted average price. These Common Shares were sold in multiple transactions at prices ranging from $1.93 to $2.25 per share.
3The price reported is the weighted average price. These Common Shares were sold in multiple transactions at prices ranging from $1.81 to $2.08 per share.

 

Other than as disclosed in this Schedule A, there were no transactions in the Common Shares by the Reporting Persons during the past sixty days.