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 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Psychemedics Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
744375205
(CUSIP Number)
December 4, 2024
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ¨ | Rule 13d-1(b) |
| x | 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 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).
Continued on following pages
Page 1 of 11 Pages
| CUSIP NO. 744375205 | Page 2 of 11 Pages |
| CUSIP No. 744375205 | ||
| (1) Names of reporting persons | Powell Anderson Capital Partners LLC | |
| (2) Check the appropriate box if a member of a group | (a) ¨ | |
| (see instructions) | (b) ¨ | |
| (3) SEC use only | ||
| (4) Citizenship or place of organization | DE | |
| Number of shares beneficially owned by each reporting person with: | ||
| (5) Sole voting power | 0 | |
| (6) Shared voting power | 737,565* | |
| (7) Sole dispositive power | 0 | |
| (8) Shared dispositive power | 737,565* | |
| (9) Aggregate amount beneficially owned by each reporting person | 737,565 | |
| (10) Check if the aggregate amount in Row (9) excludes certain shares (see instructions) | ¨ | |
| (11) Percent of class represented by amount in Row (9) | 12.51%† | |
| (12) Type of reporting person (see instructions) | IA | |
* Powell Anderson Capital Partners LLC is the Managing Member of PACP Jupiter LLC and the Investment Manager of Powell Anderson Capital LP (the “Funds”) in which such shares referred to above are held. As a result, Powell Anderson Capital Partners LLC possesses the power to vote and dispose or direct the disposition of all the shares owned by the Funds.
† Based on a total of 5,894,461 shares outstanding of the Issuer as of November 11, 2024, as set forth in the Issuer’s most recent Form 10-Q, filed November 12, 2024.
| CUSIP NO. 744375205 | Page 3 of 11 Pages |
| CUSIP No. 744375205 | ||
| (1) Names of reporting persons | PACP Jupiter LLC |
|
| (2) Check the appropriate box if a member of a group | (a) ¨ | |
| (see instructions) | (b) ¨ | |
| (3) SEC use only | ||
| (4) Citizenship or place of organization | DE | |
| Number of shares beneficially owned by each reporting person with: | ||
| (5) Sole voting power | 0 | |
| (6) Shared voting power | 407,565 |
|
| (7) Sole dispositive power | 0 | |
| (8) Shared dispositive power | 407,565 |
|
| (9) Aggregate amount beneficially owned by each reporting person | 407,565 |
|
| (10) Check if the aggregate amount in Row (9) excludes certain shares (see instructions) | ¨ | |
| (11) Percent of class represented by amount in Row (9) | 6.91%† | |
| (12) Type of reporting person (see instructions) | PN | |
† Based on a total of 5,894,461 shares outstanding of the Issuer as of November 11, 2024, as set forth in the Issuer’s most recent Form 10-Q, filed November 12, 2024.
| CUSIP NO. 744375205 | Page 4 of 11 Pages |
| CUSIP No. 744375205 | ||
| (1) Names of reporting persons | Powell Anderson Capital LP |
|
| (2) Check the appropriate box if a member of a group | (a) ¨ | |
| (see instructions) | (b) ¨ | |
| (3) SEC use only | ||
| (4) Citizenship or place of organization | DE | |
| Number of shares beneficially owned by each reporting person with: | ||
| (5) Sole voting power | 0 | |
| (6) Shared voting power | 330,000 |
|
| (7) Sole dispositive power | 0 | |
| (8) Shared dispositive power | 330,000 |
|
| (9) Aggregate amount beneficially owned by each reporting person | 330,000 |
|
| (10) Check if the aggregate amount in Row (9) excludes certain shares (see instructions) | ¨ | |
| (11) Percent of class represented by amount in Row (9) | 5.60%† | |
| (12) Type of reporting person (see instructions) | PN | |
† Based on a total of 5,894,461 shares outstanding of the Issuer as of November 11, 2024, as set forth in the Issuer’s most recent Form 10-Q, filed November 12, 2024.
| CUSIP NO. 744375205 | Page 5 of 11 Pages |
| CUSIP No. 744375205 | ||
| (1) Names of reporting persons | R. Adam Lindsay |
|
| (2) Check the appropriate box if a member of a group | (a) ¨ | |
| (see instructions) | (b) ¨ | |
| (3) SEC use only | ||
| (4) Citizenship or place of organization | United States of America | |
| Number of shares beneficially owned by each reporting person with: | ||
| (5) Sole voting power | 0 |
|
| (6) Shared voting power | 737,565* |
|
| (7) Sole dispositive power | 0 |
|
| (8) Shared dispositive power | 737,565* |
|
| (9) Aggregate amount beneficially owned by each reporting person | 737,565 |
|
| (10) Check if the aggregate amount in Row (9) excludes certain shares (see instructions) | ¨ | |
| (11) Percent of class represented by amount in Row (9) | 12.51%† | |
| (12) Type of reporting person (see instructions) | IN | |
*Mr. Lindsay is the Managing Member of Powell Anderson Capital Partners LLC, the Managing Member of PACP Jupiter LLC and the Investment Manager of Powell Anderson Capital LP. As a result, Mr. Lindsay possesses the power to vote and dispose or direct the disposition of all the shares beneficially owned by PACP Jupiter LLC and Powell Anderson Capital LP. Mr. Lindsay disclaims beneficial ownership of any of the shares held by the Funds.
† Based on a total of 5,894,461 shares outstanding of the Issuer as of November 11, 2024, as set forth in the Issuer’s most recent Form 10-Q, filed November 12, 2024.
| CUSIP NO. 744375205 | Page 6 of 11 Pages |
Item 1(a). |
Name of Issuer: | |
| Psychemedics Corporation (the “Issuer”). | ||
| Item 1(b). | Address of the Issuer's Principal Executive Offices: | |
552 Spring Valley Road | ||
| Dallas, TX 75254 | ||
| Item 2(a). | Name of Person Filing | |
The names of the person filing this statement on Schedule 13G (collectively, the “Reporting Person”) are:
Powell Anderson Capital Partners LLC PACP Jupiter LLC Powell Anderson Capital LP R. Adam Lindsay | ||
| Item 2(b). | Address of Principal Business Office or, if None, Residence: | |
| 5532 Lillehammer Lane, Suite 200 Park City, UT 84098 | ||
| Item 2(c). | Citizenship: |
Powell Anderson Capital Partners LLC is a Delaware Limited Liability Company. PACP Jupiter LLC is a Delaware Limited Liability Company. Powell Anderson Capital LP is a Delaware Limited Partnership. R. Adam Lindsay is a citizen of the United States. | |
| Item 2(d). | Title of Class of Securities:
|
Common Stock (the “Shares”).
| |
| Item 2(e). | CUSIP Number: |
744375205
|
| CUSIP NO. 744375205 | Page 7 of 11 Pages |
| Item 3. | If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
(a) ¨ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b) ¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) ¨ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d) ¨ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
(e) ¨ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f) ¨ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
(g) ¨ A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h) ¨ A savings associations 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 (15 U.S.C. 80a-3);Page 5 of 6 pages
(j) ¨ Group, in accordance with §240.13d-1(b)(1)(ii)(J) | |
| Item 4. | Ownership: |
| Item 4(a). | Amount Beneficially Owned:
Aggregate of all Reporting Persons: 737,565 Powell Anderson Capital Partners LLC - 737,565 PACP Jupiter LLC - 407,565 Powell Anderson Capital LP – 330,000 |
R. Adam Lindsay - 737,565* | |
| Item 4(b). | Percent of Class:
Aggregate of all Reporting Persons: 12.51% Powell Anderson Capit al Partners LLC – 12.51% PACP Jupiter LLC – 6.91% Powell Anderson Capital LP – 5.60% R. Adam Lindsay - 12.51%* |
| CUSIP NO. 744375205 | Page 8 of 11 Pages |
| Item 4(c). | Number of shares as to which such person has: | |
| (i) | Sole power to vote or direct the vote: Powell Anderson Capital Partners LLC – 0 PACP Jupiter LLC - 0 Powell Anderson Capital LP - 0 R. Adam Lindsay - 0 | |
| (ii) | Shared power to vote or to direct the vote: Powell Anderson Capital Partners LLC 737,565 PACP Jupiter LLC - 407,565 Powell Anderson Capital LP – 330,000 R. Adam Lindsay – 737,565* | |
| (iii) | Sole power to dispose or to direct the disposition of: Powell Anderson Capital Partners LLC – 0 PACP Jupiter LLC - 0 Powell Anderson Capital LP - 0 R. Adam Lindsay - 0 | |
| (iv) | Shared power to dispose or to direct the disposition of: Powell Anderson Capital Partners LLC – 737,565 PACP Jupiter LLC - 407,565 Powell Anderson Capital LP – 330,000 R. Adam Lindsay – 737,565* | |
*Mr. Lindsay is the Managing Member of Powell Anderson Capital Partners LLC, the Managing Member of PACP Jupiter LLC and the Investment Manager of Powell Anderson Capital LP. As a result, Mr. Lindsay possesses the power to vote and dispose or direct the disposition of all the shares beneficially owned by PACP Jupiter LLC and Powell Anderson Capital LP. Mr. Lindsay disclaims beneficial ownership of any of the shares held by the Funds.
| CUSIP NO. 744375205 | Page 9 of 11 Pages |
| Item 5. | Ownership of Five Percent or Less of a Class: |
| This Item 5 is not applicable. | |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person: |
| This Item 6 is not applicable. | |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company: |
| This Item 7 is not applicable. | |
| Item 8. | Identification and Classification of Members of the Group: |
| See Exhibit A. | |
| Item 9. | Notice of Dissolution of Group: |
| This Item 9 is not applicable. | |
| Item 10. | Certification: |
| By signing below the Reporting Person certifies that, to the best of such person's 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 such purpose or effect. |
| CUSIP NO. 744375205 | Page 10 of 11 Pages |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
| Date: | December 6, 2024 | |
| Signature: | /s/ R. Adam Lindsay | |
| Name: | R. Adam Lindsay | |
| Powell Anderson Capital LP | ||
| By: | /s/ R. Adam Lindsay | |
| Name: | R. Adam Lindsay | |
| Title: | Managing Member of Powell Anderson Capital Partners LLC, the Investment Manager of Powell Anderson Capital LP | |
PACP Jupiter LLC |
||
| By: | /s/ R. Adam Lindsay | |
| Name: | R. Adam Lindsay | |
| Title: | Managing Member of Powell Anderson Capital Partners LLC, the Managing Member of PACP Jupiter LLC | |
| Powell Anderson Capital Partners LLC | ||
| By: | /s/ R. Adam Lindsay | |
| Name: | R. Adam Lindsay | |
| Title: | Managing Member | |
| CUSIP NO. 744375205 | Page 11 of 11 Pages |
EXHIBIT A
Joint Filing Agreement
The Undersigned agree that the statements on Schedule 13G with respect to the common stock of Psychemedics Corporation dated as of December 6, 2024, is, and any amendment thereto signed by each of the undersigned shall be, filed on behalf of each of them pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
| Date: | December 6, 2024 | |
| Signature: | /s/ R. Adam Lindsay | |
| Name: | R. Adam Lindsay | |
| Powell Anderson Capital LP | ||
| By: | /s/ R. Adam Lindsay | |
| Name: | R. Adam Lindsay | |
| Title: | Managing Member of Powell Anderson Capital Partners LLC, the Investment Manager of Powell Anderson Capital LP | |
PACP Jupiter LLC |
||
| By: | /s/ R. Adam Lindsay | |
| Name: | R. Adam Lindsay | |
| Title: | Managing Member of Powell Anderson Capital Partners LLC, the Managing Member of PACP Jupiter LLC | |
| Powell Anderson Capital Partners LLC | ||
| By: | /s/ R. Adam Lindsay | |
| Name: | R. Adam Lindsay | |
| Title: | Managing Member | |