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>>
CUSIP NO. 45765Y105
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Page 1 of 16 Pages
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 14)
INSIGNIA SYSTEMS, INC.
(Name of Issuer)
Common Stock, par value of $0.01 per share
(Title of Class of Securities)
45765Y105
(CUSIP Number)
Air T, Inc.
5930 Balsom Ridge Rd.
Denver, North Carolina 28037
Telephone: (828) 464-8741
(Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications)
- with copy to-
Peter D. Fetzer
Foley & Lardner LLP 777 East Wisconsin Avenue Suite 3800
Milwaukee, WI 53202-5306 (414) 297-5596
|
May 26, 2021
(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ◻
CUSIP NO. 45765Y105
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Page 2 of 16 Pages
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1
|
NAME OF REPORTING PERSON
Air T, Inc.
|
|||
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)
WC
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Minnesota
|
|||
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
|
SOLE VOTING POWER
486,819
|
||
8
|
SHARED VOTING POWER
0
|
|||
9
|
SOLE DISPOSITIVE POWER
486,819
|
|||
10
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SHARED DISPOSITIVE POWER
0
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
486,819*
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
☒
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.7%
|
|||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
* Reflects the
seven-for-one reverse stock split that the Company implemented effective December 31, 2020.
CUSIP NO. 45765Y105
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Page 3 of 16 Pages
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1
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NAME OF REPORTING PERSON
Groveland Capital LLC
|
|||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a) ☐
(b) ☒ |
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
|
|||
5
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CHECK BOX 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
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SOLE VOTING POWER
0
|
||
8
|
SHARED VOTING POWER
60,284
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
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SHARED DISPOSITIVE POWER
60,284
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
60,284*
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
☒
|
||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.4%
|
|||
14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
* Reflects the
seven-for-one reverse stock split that the Company implemented effective December 31, 2020.
CUSIP NO. 45765Y105
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Page 4 of 16 Pages
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1
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NAME OF REPORTING PERSON
AO Partners I, L.P.
|
|||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a) ☐
(b) ☒ |
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
||
6
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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
88,229
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
88,229
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
88,229*
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
☒
|
||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
|
|||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
* Reflects the
seven-for-one reverse stock split that the Company implemented effective December 31, 2020.
CUSIP NO. 45765Y105
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Page 5 of 16 Pages
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1
|
NAME OF REPORTING PERSON
AO Partners, 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)
WC
|
|||
5
|
CHECK BOX 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
88,229
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
88,229
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
88,229*
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
☒
|
||
13
|
PERCENT OF CLASS REPRESE
NTED BY AMOUNT IN ROW (11)
5.0%
|
|||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
* Reflects the
seven-for-one reverse stock split that the Company implemented effective December 31, 2020.
CUSIP NO. 45765Y105
|
Page 6 of 16 Pages
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1
|
NAME OF REPORTING PERSON
Glenhurst Co.
|
|||
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)
WC
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Minnesota
|
|||
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
|
SOLE VOTING POWER
11,428
|
||
8
|
SHARED VOTING POWER
0
|
|||
9
|
SOLE DISPOSITIVE POWER
11,428
|
|||
10
|
SHARED DISPOSITIVE POWER
0
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,428*
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
☒
|
||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
|
|||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
* Reflects the
seven-for-one reverse stock split that the Company implemented effective December 31, 2020.
CUSIP NO. 45765Y105
|
Page 7 of 16 Pages
|
1
|
NAME OF REPORTING PERSON
Nicholas J. Swenson
|
|||
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)
PF
|
|||
5
|
CHECK BOX 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
13,166 (1)
|
||
8
|
SHARED VOTING POWER
148,513 (2)
|
|||
9
|
SOLE DISPOSITIVE POWER
13,166 (1)
|
|||
10
|
SHARED DISPOSITIVE POWER
148,513 (2)
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
161,679*
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
☒
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.2%
|
|||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
* Reflects the
seven-for-one reverse stock split that the Company implemented effective December 31, 2020.
(1) Comprised of
1,738 shares held in his name, and the 11,428 shares held by Glenhurst Co.
(2) Comprised of
the 60,284 shares held by Groveland Capital LLC, and the 88,229 shares held by AO Partner I, L.P.
CUSIP NO. 45765Y105
|
Page 8 of 16 Pages
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Amended and Restated Schedule 13D
Item 1. |
Security and Issuer.
|
This Amended and Restated Schedule 13D (this “Amended Schedule 13D” or “Statement”) relates to shares of the Common Stock, par value $0.01 per share (the “Common Stock”), of Insignia Systems, Inc., a Minnesota corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 8799 Brooklyn Blvd., Minneapolis, MN 55445.
Nicholas J. Swenson is the Chief Executive Officer of Air
T, Inc., a Delaware corporation (“Air T”). Mr. Swenson also serves as a
director of Air T. By virtue of Mr. Swenson serving on the Board of Directors of Air T and as the Chief Executive Officer of Air T, and by virtue of Mr. Swenson’s control of the Swenson Group (as defined below), Air T and the Swenson Group may be
deemed to constitute a “group” for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). However, Air T and the Swenson Group expressly disclaim membership in a group, as Mr. Swenson does not possess voting or dispositive power over the shares of Common Stock
held by Air T.
With regard to Groveland Capital LLC (“Groveland Capital”), AO Partners I, L.P. (“AO Partners Fund”), AO Partners, LLC (“AO Partners”), Glenhurst Co. (“Glenhurst”)
and Nicholas J. Swenson (collectively, the “Swenson Group”), this Schedule 13D relates to Common Stock of the Issuer held by the Swenson Group. Mr. Swenson is the Managing Member of Groveland Capital and may direct Groveland Capital
as to the vote and disposition of the shares of Common Stock it holds. Mr. Swenson is the Managing Member of AO Partners, the General Partner of AO Partners Fund, and has the power to direct the affairs of AO Partners Fund, including the
voting and disposition of shares of Common Stock held in the name of AO Partners Fund. Mr. Swenson is the sole owner of Glenhurst, and he has the power to direct the affairs of Glenhurst, including the voting and disposition of shares of Common Stock
held in the name of Glenhurst.
The securities reported herein as being beneficially owned by Air T do not include any securities held by any member of the
Swenson Group. The securities reported herein as being beneficially owned by the Swenson Group do not include any securities held by Air T.
Item 2. |
Identity and Background.
|
(a) This Amended Schedule 13D is being filed jointly by Air T and the Swenson Group.
The parties identified in the list below constitute the “Swenson
Group”:
• Groveland Capital LLC, a
Delaware limited liability company.
• AO Partners I, L.P., a
Delaware limited partnership.
• AO Partners, LLC, a
Delaware limited liability company and General Partner of AO Partners Fund.
• Glenhurst Co., a Minnesota
corporation.
• Nicholas J. Swenson as the
Managing Member of Groveland Capital and AO Partners; as the sole owner of Glenhurst; and as an individual beneficially owning shares of Common Stock in his own name.
CUSIP NO. 45765Y105
|
Page 9 of 16 Pages
|
Each of the persons identified herein is referred to as a “Reporting Person” and, collectively, as the “Reporting Persons.” Each
of the Reporting Persons is a party to that certain Joint Filing Agreement attached hereto. The Reporting Persons are filing this Amended Schedule 13D jointly, as they may be considered a “group” under Section 13(d)(3) of the Exchange Act.
However, neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Persons that such a group exists.
(a) – (c) This statement is filed by Mr. Swenson, with respect to the shares of Common Stock beneficially owned by him, as follows:
(i) shares of Common Stock held in the name of AO Partners Fund in Mr. Swenson’s capacity as Managing Member of AO Partners; (ii) shares of Common Stock held in the name of Groveland Capital in Mr. Swenson’s capacity as the Managing Member of
Groveland Capital; (iii) shares of Common Stock held in the name of Glenhurst in Mr. Swenson’s capacity as the sole owner of Glenhurst; and (iv) in Mr. Swenson’s capacity as an individual beneficially owning shares of Common Stock in his own name.
The principal business address of each of AO Partners Fund, AO Partners, Groveland Capital, Glenhurst and Mr. Swenson is 3033 Excelsior
Blvd., Suite 560, Minneapolis, MN 55416. Each of AO Partners Fund, AO Partners, Groveland Capital and Glenhurst are engaged in various interests, including investments. The principal occupation of Mr. Swenson is serving as the President, Chief
Executive Officer and Chairman of the board of directors of Air T. Mr. Swenson is also a private investor and the founder and managing member of Groveland, and the managing member of AO Partners, which is the general partner of AO Partners Fund.
The principal business address of Air T is 5930 Balsom Ridge Road, Denver, North Carolina 28037. The principal business of Air T is
serving as a diversified holding company providing overnight air cargo, aviation ground equipment, ground support services, printing equipment and maintenance, commercial jet engines and parts, and leasing services.
Information regarding the identity and background of each executive officer and director of Air T is set forth on Schedule A to this Amended Schedule 13D. Each of the individuals identified on Schedule
A to this Statement is a U.S. citizen.
(d) None of the Reporting Persons, any of their partners, managers, officers or other controlling persons or, to the Reporting Persons’ knowledge, any individuals identified on Schedule A to this Statement has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the Reporting Persons, any of their partners, managers, officers or other controlling persons or, to the Reporting Persons’ knowledge, any individuals identified on Schedule A to this Statement has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to
such laws.
(f) Mr. Swenson is a citizen of the United States of America.
Item 3. |
Source and Amount of Funds or Other Consideration.
|
The total cost for purchasing the Common Stock reported as owned by the Reporting Persons, excluding brokerage commissions, was
approximately $7,371,211 in the aggregate. The source of these funds was working capital or personal funds, as applicable.
CUSIP NO. 45765Y105
|
Page 10 of 16 Pages
|
Item 4. |
Purpose of Transaction.
|
The Reporting Persons purchased the Common Stock for investment purposes. The Reporting Persons may in the future acquire additional
shares of Common Stock of the Company or dispose of some or all of the shares of Common Stock of the Company held by them in open-market transactions or privately negotiated transactions, on such terms and at such times as the Reporting Persons may
deem advisable, subject to applicable law. The Reporting Persons may engage in short selling or hedging or similar transactions with respect to the shares of Common Stock, on such terms and at such times as the Reporting Persons may deem advisable,
subject to applicable law.
To the extent the actions described herein may be deemed to constitute a “control purpose” with respect to the Securities Exchange Act
of 1934, as amended, and the regulations thereunder, the Reporting Persons have such a purpose. Except as noted in this Amended Schedule 13D, none of the Reporting Persons currently has any plans or proposals, which relate to, or would result in, any
of the matters referred to in paragraphs (a) through (j), inclusive of Item (4) of Schedule 13D. Such individuals may, at any time and from time to time, review or reconsider their positions and formulate plans or proposals with respect thereto.
Item 5. |
Interests in Securities of the Issuer.
|
(a) The Reporting Persons beneficially own in the aggregate 648,785 shares of Common Stock, which represents approximately 37.0% of the Company’s outstanding shares of Common
Stock. The following list sets forth the aggregate number and percentage (based on 1,754,030 shares of Common Stock outstanding on May 3, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q, for the quarter ended March 31, 2021, filed
on May 7, 2021) of outstanding shares of Common Stock owned beneficially by each Reporting Person named in Item 2.
Name
|
Shares of Common Stock Beneficially Owned
|
Percentage of Shares of Common Stock Beneficially Owned
|
Air-T(1)
|
486,819
|
27.7%
|
Groveland Capital (2)
|
60,284
|
3.4%
|
AO Partners Fund
|
88,229
|
5.0%
|
AO Partners (3)
|
88,229
|
5.0%
|
Glenhurst Co. (4)
|
11,428
|
0.7%
|
Nicholas J. Swenson (5)
|
161,679
|
9.2%
|
(1) |
Air T has sole voting and dispositive power with regard to the shares of Common Stock that it holds. Mr. Swenson serves on the Board of Directors of Air T and is the
Chief Executive Officer of Air T.
|
(2) |
Groveland Capital is an investment adviser and has voting and dispositive power with regard to the shares of Common Stock. Because Mr. Swenson is the Managing Member of
Groveland Capital, he has the power to direct the affairs of Groveland Capital. Therefore, Groveland Capital may be deemed to share with Mr. Swenson voting and dispositive power with regard to the shares of Common Stock held by Groveland
Capital.
|
(3) |
AO Partners is the General Partner of AO Partners Fund and, as General Partner, has voting and dispositive power with regard to the shares of Common Stock held by AO
Partners Fund. Because Mr. Swenson is the Managing Member of AO Partners, he has the power to direct the affairs of AO Partners. Therefore, AO Partners may be deemed to share with Mr. Swenson voting and dispositive power with regard to the
shares of Common Stock held by AO Partners Fund.
|
CUSIP NO. 45765Y105
|
Page 11 of 16 Pages
|
(4) |
Because Mr. Swenson is the sole owner of Glenhurst, he has the power to direct the affairs of Glenhurst, including the voting and disposition of shares of Common Stock
held in the name of Glenhurst.
|
(5) |
Because Mr. Swenson is the Managing Member of AO Partners, the General Partner of AO Partners Fund, he has the power to direct the affairs of AO Partners Fund,
including the voting and disposition of shares of Common Stock held in the name of AO Partners Fund. Because Mr. Swenson is the Managing Member of Groveland Capital, he has the power to direct the affairs of Groveland Capital, including the
voting and disposition of shares of Common Stock held in the name of Groveland Capital. Because Mr. Swenson is the sole owner of Glenhurst, he has the power to direct the affairs of Glenhurst, including the voting and disposition of shares of
Common Stock held in the name of Glenhurst.
|
(b) Air T has the sole power to direct the voting and disposition of the shares of Common Stock beneficially owned by Air T. The voting and dispositive power of the Swenson Group
and its members is described on their cover pages hereto and in Item 5(a), all of which are incorporated into this response by reference.
(c) Set forth below are all of the transactions in the Common Stock effected by the AO Partners Fund
during the past 60 days. No other Reporting Person effected transactions during the past 60 days.
Date
|
Number of Shares Purchased
|
Price Per Share
|
Where and How Transaction Effected and Party
|
4/27/2021
|
4,663
|
$5.3000
|
Open Market
|
4/28/2021
|
27,130
|
$5.5288
|
Open Market
|
5/18/2021
|
15,421
|
$6.4536
|
Open Market
|
5/19/2021
|
11,715
|
$6.5642
|
Open Market
|
5/20/2021
|
2,900
|
$6.6500
|
Open Market
|
5/24/2021
|
3,628
|
$6.6500
|
Open Market
|
5/25/2021
|
16,403
|
$6.6500
|
Open Market
|
5/26/201
|
2,574
|
$6.6500
|
Open Market
|
(d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Common
Stock beneficially owned by any Reporting Person.
(e) Not applicable.
Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
|
Information set forth in Item 4 is incorporated herein by reference.
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 Schedule 13D.
CUSIP NO. 45765Y105
|
Page 12 of 16 Pages
|
With respect to AO Partners Fund, AO Partners is entitled to (1) an allocation of a portion of profits, if any, and
(2) a management fee based upon a percentage of total capital. Mr. Swenson is indemnified by AO Partners Fund, AO Partners, Groveland Capital and and Glenhurst for liabilities he may incur in connection with his duties for the Swenson Group.
Other than the foregoing agreements and arrangements, there are no contracts, arrangements, understandings or
relationships among the persons named in Item 2 hereof and between such persons and any person with respect to any securities of the Issuer.
Item 7. |
Material to be Filed as Exhibits.
|
Exhibit No.
|
Description
|
99.1
|
Joint Filing Agreement – Previously Filed.
|
CUSIP NO. 45765Y105
|
Page 13 of 16 Pages
|
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: May 28, 2021
AIR-T, INC.
By: /s/ Nicholas J. Swenson
Nicholas J. Swenson
Chief Executive Officer
|
|
GROVELAND CAPITAL LLC
By: /s/ Nicholas J. Swenson
Nicholas J. Swenson
Managing Member
|
|
AO PARTNERS I, L.P.
By: AO PARTNERS, LLC
General Partner
By: /s/ Nicholas J. Swenson
Nicholas J. Swenson
Managing Member
|
|
AO PARTNERS, LLC
By: /s/ Nicholas J. Swenson
Nicholas J. Swenson
Managing Member
|
CUSIP NO. 45765Y105
|
Page 14 of 16 Pages
|
GLENHURST CO.
By: /s/ Nicholas J. Swenson
Nicholas J. Swenson
Sole Owner
|
|
/s/ Nicholas J. Swenson
Nicholas J. Swenson
|
CUSIP NO. 45765Y105
|
Page 15 of 16 Pages
|
Schedule A
Identity and Background of Executive Officers of Air T, Inc.
Name
|
Business Address
|
Present Principal Occupation and Name, Principal
Business and Address of any Organization in
which such Employment Is Conducted
|
Nicholas J. Swenson
|
5930 Balsom Ridge Road
Denver, NC 28037 5000 West 36th Street, Suite 130
Minneapolis, MN 55416 |
President and Chief Executive Officer
Air T, Inc.
5930 Balsom Ridge Road
Denver, NC 28037 Managing Member
Groveland Capital LLC 5000 West 36th Street, Suite 130
Minneapolis, MN 55416 |
Brian Ochocki
|
5930 Balsom Ridge Road
Denver, NC 28037 |
Chief Financial Officer, Principal Accounting Officer and Treasurer
Air T, Inc.
5930 Balsom Ridge Road
Denver, NC 28037 |
Identity and Background of Directors of Air T, Inc.
Name
|
Business Address
|
Present Principal Occupation and Name, Principal
Business and Address of any Organization in
which such Employment Is Conducted
|
Nicholas J. Swenson
|
See above.
|
See above.
|
Raymond E. Cabillot
|
5930 Balsom Ridge Road
Denver, NC 28037 |
Chief Executive Officer
Farnam Street Capital, Inc. 5850 Opus Parkway Pondview Plaza, Suite 240 Minnetonka, MN 55343 Farnam Street Capital, Inc. is the general partner of Farnam Street Partners L.P., a private investment partnership. |
William R. Foudray
|
5930 Balsom Ridge Road
Denver, NC 28037 |
Executive Vice President
Vantage Financial, LLC 444 Second Street Excelsior, MN 55331 Vantage Financial, LLC is an equipment leasing and finance company.
|
CUSIP NO. 45765Y105
|
Page 16 of 16 Pages
|
Gary S. Kohler
|
5930 Balsom Ridge Road
Denver, NC 28037 |
Chief Investment Officer, Portfolio Manager and
Managing Partner Blue Clay Capital Management, LLC 5000 West 36th Street, Suite 115
Minneapolis, MN 55416 Blue Clay Capital Management, LLC is an investment management firm.
|
Peter McClung
|
5930 Balsom Ridge Road
Denver, NC 28037 |
Chief Executive Officer
The Jump Group, LLC 808 Main Street Grandview, MO 64030
The Jump Group, LLC is a joint venture technology company with welcometoseven.com, a full-service branding agency of which Mr. McClung is a founder,
and venture capital investors.
|
Travis Swenson
|
5930 Balsom Ridge Road
Denver, NC 28037 |
Global Head of Client Accounting Services
WeWork
115 W 18th St.
New York, NY 10011
WeWork is a commercial real estate company that provides flexible shared workplaces for entrepreneurs and companies |