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>>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE
13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
|
ITERIS, INC.
|
|
(Name
of Issuer)
|
|
|
|
Common Stock, $0.10 par value per share
|
|
(Title
of Class of Securities)
|
|
|
|
46564T107
|
|
(CUSIP
Number)
|
|
|
|
D. Kyle Cerminara
Fundamental Global Investors, LLC
4201 Congress Street, Suite 140
Charlotte, North Carolina 28209
(704) 323-6851
William P. Kelly
RELM Wireless Corporation
7100 Technology Drive
West Melbourne, Florida 32904
(321) 984-1414
|
|
With a copy to:
Derek D. Bork
Thompson Hine LLP
3900 Key Center
127 Public Square
Cleveland, Ohio 44114
(216) 566-5500
(Name,
Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
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|
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November 21, 2017
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(Date
of Event Which Requires Filing of this Statement)
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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 §§ 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).
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CUSIP
No. 46564T107
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SCHEDULE
13D
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Page 2 of 9 Pages
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1
|
NAME
OF REPORTING PERSON
Fundamental Global Investors, LLC
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||
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
☐
(b) ☐
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||
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3
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SEC
USE ONLY
|
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||
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4
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SOURCE
OF FUNDS
AF
|
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||
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5
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CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e)
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☐
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||
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6
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CITIZENSHIP OR
PLACE OF ORGANIZATION
North Carolina
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
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7
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SOLE
VOTING POWER
0
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||
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8
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SHARED
VOTING POWER
905,638
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|||
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9
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SOLE
DISPOSITIVE POWER
0
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|||
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10
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SHARED
DISPOSITIVE POWER
905,638
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|||
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11
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AGGREGATE AMOUNT
BENEFICIALLY OWNED BY REPORTING PERSON
905,638
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|||
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12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
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☐
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||
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13
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
2.8%
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||
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14
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TYPE
OF REPORTING PERSON
OO
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||
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CUSIP
No. 46564T107
|
SCHEDULE
13D
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Page 3 of 9 Pages
|
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1
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NAME
OF REPORTING PERSON
Fundamental Global Partners, LP
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||
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2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☐
(b) ☐
|
||
|
3
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SEC
USE ONLY
|
|
||
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4
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SOURCE
OF FUNDS
None
|
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||
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5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e)
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☐
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6
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CITIZENSHIP OR
PLACE OF ORGANIZATION
Delaware
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||
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
7
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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 REPORTING PERSON
0
|
|||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
☐
|
||
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13
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
0%
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||
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14
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TYPE
OF REPORTING PERSON
OO
|
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||
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CUSIP
No. 46564T107
|
SCHEDULE
13D
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Page 4 of 9 Pages
|
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1
|
NAME
OF REPORTING PERSON
Fundamental Global Partners Master Fund, LP
|
|
||
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2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☐
(b) ☐
|
||
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3
|
SEC
USE ONLY
|
|
||
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4
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SOURCE
OF FUNDS
None
|
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||
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5
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CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e)
|
☐
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||
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6
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CITIZENSHIP OR
PLACE OF ORGANIZATION
Cayman Islands
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||
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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 REPORTING PERSON
0
|
|||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
☐
|
||
|
13
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
0%
|
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||
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14
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TYPE
OF REPORTING PERSON
OO
|
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||
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CUSIP
No. 46564T107
|
SCHEDULE
13D
|
Page 5 of 9 Pages
|
|
1
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NAME
OF REPORTING PERSON
RELM Wireless Corporation
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|
||
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2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☐
(b) ☐
|
||
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3
|
SEC
USE ONLY
|
|
||
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4
|
SOURCE
OF FUNDS
WC
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||
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5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e)
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☐
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||
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6
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CITIZENSHIP OR
PLACE OF ORGANIZATION
Nevada
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|
||
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
||
|
8
|
SHARED
VOTING POWER
905,638
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|||
|
9
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SOLE
DISPOSITIVE POWER
0
|
|||
|
10
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SHARED
DISPOSITIVE POWER
905,638
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|||
|
11
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AGGREGATE AMOUNT
BENEFICIALLY OWNED BY REPORTING PERSON
905,638
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|||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
☐
|
||
|
13
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
2.8%
|
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||
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14
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TYPE
OF REPORTING PERSON
CO
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CUSIP
No. 46564T107
|
SCHEDULE
13D
|
Page 6 of 9 Pages
|
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1
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NAME
OF REPORTING PERSON
D. Kyle Cerminara
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||
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2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☐
(b) ☐
|
||
|
3
|
SEC
USE ONLY
|
|
||
|
4
|
SOURCE
OF FUNDS
OO; AF
|
|
||
|
5
|
CHECK
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
|
||
|
8
|
SHARED
VOTING POWER
905,638
|
|||
|
9
|
SOLE
DISPOSITIVE POWER
0
|
|||
|
10
|
SHARED
DISPOSITIVE POWER
905,638
|
|||
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY REPORTING PERSON
|
|||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
☐
|
||
|
13
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
2.8%
|
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||
|
14
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TYPE
OF REPORTING PERSON
IN
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CUSIP
No. 46564T107
|
SCHEDULE
13D
|
Page 7 of 9 Pages
|
This
Amendment No. 7 to Statement of Beneficial Ownership on Schedule
13D (this “Amendment No.
7”) amends the Statement
of Beneficial Ownership on Schedule 13D filed by the Reporting
Persons on February 26, 2016 (as amended, the “Schedule 13D” or this “Statement”), with respect to the Common Stock,
$0.10 par value per share (the “Common Stock”), of Iteris, Inc., a Delaware
corporation (the “Company”). Capitalized terms used but not
defined in this Amendment No. 7 shall have the meanings set forth
in the Schedule 13D. Except as amended and supplemented by this
Amendment No. 7, the Schedule 13D remains unchanged.
This
Amendment No. 7 represents the final amendment to the Schedule 13D
and constitutes an exit filing for the Reporting Persons as the
Reporting Persons beneficially own less than five percent of the
shares of Common Stock.
Item 5. Interest in Securities of the Issuer.
(a) The
Reporting Persons beneficially own in the aggregate 905,638 shares of Common
Stock, which represents approximately 2.8% of the Company’s outstanding shares of Common
Stock.
RELM
directly holds the number and percentage of shares of Common Stock
disclosed as beneficially owned by it in the applicable table set
forth on the cover page to this Statement. Share purchases by RELM
were made through Tactical Capital Investments LLC, a Delaware
limited liability company and a wholly-owned subsidiary of RELM.
None of the other Reporting Persons or, to the Reporting
Persons’ knowledge, any
individuals identified on Schedule B to the Schedule 13D directly
holds any of the shares of Common Stock disclosed in this
Statement, except as previously described in Item 5 of the Schedule
13D or as described below.
100
shares of Common Stock are held by RELM of record; the remaining
shares of Common Stock held by RELM are in an account that is
managed by CWA Asset Management Group, LLC (doing business as
“Capital Wealth
Advisors”). CWA Asset
Management Group, LLC provides wealth management, estate planning
and family office services to individual investors. Fundamental
Global Investors, LLC owns 50% of CWA Asset Management Group, LLC.
In addition, CWA Asset Management Group, LLC holds 43,514 shares of Common Stock
for the accounts of individual investors, which represents
approximately 0.1% of the Company’s outstanding shares of Common
Stock.
Each
percentage ownership of shares of Common Stock set forth in this
Statement is based on the 32,787,202 shares of Common Stock
reported by the Company as outstanding as of October 30, 2017 in
its Quarterly Report on Form 10-Q for the quarter ended September
30, 2017 filed with the Securities and Exchange Commission on
November 7, 2017.
(c)
The transactions effected by the Reporting Persons in the Common
Stock through the open market during the past 60 days are set forth
on Schedule A to this Statement.
(e) As
of November 21, 2017, the Reporting Persons ceased to be the
beneficial owner of more than five percent of the shares of Common
Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
Pursuant to rule
13d-1(k) promulgated under the Securities Exchange Act of 1934, as
amended, the Reporting Persons have entered into an agreement with
respect to the joint filing of this Amendment No. 7, which
agreement is set forth on the signature page to this
Statement.
|
CUSIP
No. 46564T107
|
SCHEDULE
13D
|
Page 8 of 9 Pages
|
SIGNATURE
After
reasonable inquiry and to the best of our knowledge and belief, the
undersigned certifies that the information set forth in this
Statement is true, complete and correct.
In
accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange
Act of 1934, as amended, the persons named below agree to the joint
filing on behalf of each of them of this Statement on Schedule 13D
with respect to the Common Stock of the Company.
Dated:
January 16, 2018
FUNDAMENTAL
GLOBAL PARTNERS, LP,
by
Fundamental Global Partners GP, LLC, its general
partner
/s/ D. Kyle Cerminara
D. Kyle
Cerminara
Partner
and Manager
FUNDAMENTAL
GLOBAL PARTNERS MASTER FUND, LP,
by FG
Partners GP, LLC, its general partner
/s/ D. Kyle Cerminara
D. Kyle
Cerminara
Manager
FUNDAMENTAL
GLOBAL INVESTORS, LLC
/s/ D. Kyle Cerminara
D. Kyle
Cerminara
Chief
Executive Officer, Partner and Manager
FGI
FUNDS MANAGEMENT, LLC
/s/ D. Kyle Cerminara
D. Kyle
Cerminara
Manager
D. KYLE
CERMINARA
/s/ D. Kyle Cerminara
LEWIS
M. JOHNSON
/s/ Lewis M. Johnson
JOSEPH
H. MOGLIA
/s/ Joseph H. Moglia
RELM
WIRELESS CORPORATION
/s/ William P. Kelly
William
P. Kelly
EVP and
Chief Financial Officer
|
CUSIP
No. 46564T107
|
SCHEDULE
13D
|
Page 9 of 9 Pages
|
Schedule A
Transactions by the Reporting Persons in the Common Stock since
November 16, 2017:
Fundamental Global Partners Master Fund, LP
(FGPM):
|
Transaction Date
|
Number of Shares
Bought/(Sold)
|
Price Per
Share ($)
|
|
|
|
|
|
11/17/2017
|
(18,638)
|
$
5.7400
|
|
11/20/2017
|
(2,210)
|
$
5.6526
|
|
11/21/2017
|
(75,360)
|
$
5.5004
|
|
01/05/2018
|
(83,007)
|
$
7.5210
|
Fundamental Global Partners, LP (FGPP):
|
Transaction Date
|
Number of Shares
Bought/(Sold)
|
Price Per
Share ($)
|
|
|
|
|
|
11/17/2017
|
(19,544)
|
$
5.7400
|
|
11/20/2017
|
(2,317)
|
$
5.6526
|
|
11/21/2017
|
(79,020)
|
$
5.5004
|
RELM Wireless
Corporation:
|
Transaction Date
|
Number of Shares
Bought/(Sold)
|
Price Per
Share ($)
|
|
|
|
|
|
11/17/2017
|
(27,912)
|
$
5.7400
|
|
11/20/2017
|
(3,360)
|
$
5.6526
|
|
11/21/2017
|
(117,772)
|
$
5.5004
|
|
01/05/2018
|
(75,221)
|
$
7.5210
|
|
01/08/2018
|
(136,744)
|
$
7.5609
|
|
01/12/2018
|
(200,000)
|
$7.4587
|
D.
Kyle Cerminara:
|
Transaction Date
|
Number of Shares
Bought/(Sold)
|
Price Per
Share ($)
|
|
|
|
|
|
01/05/2018
|
(10,751)
|
$
7.5210
|