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"
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 2)*
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ELECTRO SENSORS INC (Name of Issuer) |
Common Stock, $0.10 par value per share (Title of Class of Securities) |
285233102 (CUSIP Number) |
12/31/2024 (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)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 285233102 |
| 1 | Names of Reporting Persons
CALDWELL SUTTER CAPITAL, INC. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CALIFORNIA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
232,097.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
6.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
BD, IA |
Comment for Type of Reporting Person: Represents the aggregate number of shares of common stock, par value $0.10 (Common Stock), of the Issuer (the Shares), held by certain advisory clients of Caldwell Sutter Capital, Inc. (Caldwell Sutter), a broker dealer and investment advisor registered under Section 203 of the Investment Advisors Act of 1940. As an investment advisor, Caldwell Sutter has limited power of attorney to execute transactions on behalf its clients, and may be deemed to have dispositive power and be the beneficial owner of the Shares reported herein. No advisor of Caldwell Sutter has voting authority over such Shares, other than Shares any individual advisor may hold in their own accounts.Based on 3,428,021 shares of Common Stock outstanding as of November 12, 2024, as reported in the Issuer's Quarterly Report on Form 10-Q filed November 13, 2024.
SCHEDULE 13G
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| CUSIP No. | 285233102 |
| 1 | Names of Reporting Persons
Joseph F. Helmer | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CALIFORNIA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
249,025.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
7.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN, IA |
Comment for Type of Reporting Person: Represents (i) 16,928 Shares held by Joseph F. Helmer, of which Mr. Helmer possesses sole voting and dispositive power, and (ii) 9,664 Shares held by the John & Jinx Helmer Revocable Trust, dated January 4, 2005 (the Trust Shares), of which Helmer is trustee. Mr. Helmer has sole voting power over the Trust Shares and shared dispositive power over the Trust Shares, pursuant to an advisory contract granting investment discretion of the Trust Shares to Caldwell Sutter.Represents (i) the Trust Shares and (ii) 222,433 Shares held in client accounts managed by Caldwell Sutter. As President of Cadwell Sutter and an investment advisor to Caldwell Sutter, Mr. Helmer may be deemed to possess investment power and to be the beneficial owner over the shares reported herein.Based on 3,428,021 shares of Common Stock outstanding as of November 12, 2024, as reported in the Issuer's Quarterly Report on Form 10-Q filed November 13, 2024.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
ELECTRO SENSORS INC | |
| (b) | Address of issuer's principal executive offices:
6111 BLUE CIRCLE DR, MINNETONKA, MINNESOTA, 55343-9108. | |
| Item 2. | ||
| (a) | Name of person filing:
This Schedule 13G is being filed by:(1) Caldwell Sutter Capital, Inc., a California corporation, Broker Dealer and registered Investment Advisor (?Caldwell Sutter?); and(2) Joseph F. Helmer, a United States Citizen (together with Caldwell Sutter, the ?Reporting Persons?). | |
| (b) | Address or principal business office or, if none, residence:
The address of the principal business office of the Reporting Persons is 30 Liberty Ship Way #3225, Sausalito, CA 94965-3324 | |
| (c) | Citizenship:
See Item 2(a). | |
| (d) | Title of class of securities:
Common Stock, $0.10 par value per share | |
| (e) | CUSIP No.:
285233102 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Caldwell Sutter, a broker dealer and investment advisor registered under Section 203 of the Investment Advisors Act of 1940, serves as the investment manager for a number of managed accounts with respect to which it has dispositive authority over the shares held therein, and therefore may be deemed to be the beneficial owner of the shares held in such client accounts. As President of, and an investment manager to, Caldwell Sutter, and in addition to shares held directly, Joseph F. Helmer may be deemed to be the beneficial owner of the shares held by clients in accounts managed by Caldwell Sutter.Caldwell Sutter Capital, Inc. Amount beneficially owned: 232,097Joseph F. Helmer Amount beneficially owned: 249,025 | |
| (b) | Percent of class:
The percentage of class is based on 3,428,021 shares of Common Stock outstanding as of November 12, 2024, as reported in the Issuer's Quarterly Report on Form 10-Q filed November 13, 2024.Caldwell Sutter Capital, Inc. Percent of class: 6.8%Joseph F. Helmer Percent of class: 7.3% %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
Caldwell Sutter Capital, Inc. 0Joseph F. Helmer 26,592 | ||
| (ii) Shared power to vote or to direct the vote:
Caldwell Sutter Capital, Inc. 0Joseph F. Helmer 0 | ||
| (iii) Sole power to dispose or to direct the disposition of:
Caldwell Sutter Capital, Inc. 0Joseph F. Helmer 16,928 | ||
| (iv) Shared power to dispose or to direct the disposition of:
Caldwell Sutter Capital, Inc. 232,097Joseph F. Helmer 232,097 | ||
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
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. |
| SIGNATURE | |
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.
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