Sec Form 13D Filing - Stachowiak Raymond C filing for American Shared Hospital Services (AMS) - 2025-01-03

This Schedule 13D/A No. 7 supplements Item 3 of the Original Schedule 13D by adding the following:Source of Mr. Stachowiak's Shares. The aggregate number of Common Shares reported as beneficially owned (the "Total Beneficial Ownership Amount") by Mr. Stachowiak in this Schedule 13 D/A No. 7 include the Common Shares acquired in the transactions described below that occurred since Mr. Stachowiak's reporting of beneficial ownership in the Schedule 13D/A No. 6.On March 22, 2024, Mr. Stachowiak was granted an award of 120,000 RSUs (the "2024 RSUs"), which vested in equal quarterly installments on April 1, 2024, July 1, 2024, October 1, 2024, and January 1, 2025. The Total Beneficial Ownership Amount reported for Mr. Stachowiak in this Schedule 13D/A No. 7 includes the 90,000 Common Shares underlying 90,000 of the 2024 RSUs that vested on July 1, 2024, October 1, 2024, and January 1, 2025, which were excluded from Mr. Stachowiak's Total Beneficial Ownership Amount in the Schedule 13D/A No. 6 because the RSUs did not vest within 60 days of the filing date of the Schedule 13D/A No. 6.

This Schedule 13D/A No. 7 amends and restates Item 4 of the Original Schedule 13D as follows:The information reported in Item 3 of this Schedule 13D/A No. 7 is incorporated by reference into this Item 4. The Common Shares reported as beneficially owned by the Reporting Persons will be held for investment purposes.Before Mr. Stachowiak became an officer and director of the Issuer, the securities acquired by Mr. Stachowiak were primarily acquired through purchases using his personal funds. After Mr. Stachowiak became an officer of the Issuer, Mr. Stachowiak acquired Common Shares from the Issuer as partial compensation for his service as a director and officer.Mr. Stachowiak is a director and the Executive Chairman of the Board and Chief Executive Officer of the Issuer, the owner-president of RCS, and the owner-manager of Stachowiak Equity. Except as set forth herein and to the extent that Mr. Stachowiak may have influence over the corporate activities of the Issuer, including activities that may relate to the items described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, the Reporting Persons do not have any present plan or proposal that relate to or would result in any of the matters set forth in subparagraphs (a) through (j) of Item 4 of Schedule 13D.The Reporting Persons reserve the right to increase or decrease their position in the Issuer through, among other things, the purchase or sale of securities of the Issuer on the open market or in private transactions or otherwise on such terms and at such times as the Reporting Persons may deem advisable. The Reporting Persons reserve the right to change their intention with respect to any and all matters referred to in this Item 4.

This Schedule 13D/A No. 7 amends and restates Item 5 of the Original Schedule 13D as follows:The table below reports the aggregate number of Common Shares beneficially owned by each Reporting Person, the total issued and outstanding Common Shares (the Total I&O Amount) used to calculate each Reporting Person's percentage of beneficial ownership in accordance with the SEC rules for calculating percentages of beneficial ownership, and each Reporting Person's percentage of beneficial ownership as of the Filing Date of this Schedule 13D/A No. 7.Reporting Person - Mr. Stachowiak(1)Aggregate Number of Common Shares Beneficially Owned - 1,477,737Total I &O Amount of Common Shares - 6,494,678(2)Beneficial Ownership Percentage - 22.8%Reporting Person - RCSAggregate Number of Common Shares Beneficially Owned - 158,500Total I&O Amount of Common Shares - 6,420,000(3)Beneficial Ownership Percentage - 2.5%Reporting Person - Stachowiak EquityAggregate Number of Common Shares Beneficially Owned - 760,559Total I&O Amount of Common Shares - 6,420,000(3)Beneficial Ownership Percentage - 11.8%(1) Mr. Stachowiak's beneficial ownership includes his direct beneficial holdings as well as his indirect beneficial holdings as the (i) owner-president of RCS, and (ii) owner-manager of Stachowiak Equity.(2) Mr. Stachowiak's Total I&O Amount consists of the (i) 6,420,000 Common Shares reported by the Issuer as being issued and outstanding as of November 8, 2024, as reported by the Issuer in its Quarterly Report, and (ii) 74,678 Common Shares that Mr. Stachowiak has the right to acquire within 60 days of January 3, 2025 upon the exercise of stock options and vesting of restricted stock units.(3) The Reporting Person's Total I&O Amount is equal to the 6,420,000 Common Shares reported by the Issuer as being issued and outstanding in its Quarterly Report.

With respect to each Reporting Person as of the Filing Date, the table below reports the number of Common Shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition. Each Reporting Person expressly disclaims beneficial ownership of all of the Common Shares reported in this Schedule 13D/A No. 7 except to the extent of such Reporting Person's pecuniary interest therein, and the filing of this Schedule 13D/A No. 7 shall not be construed as an admission that any such Reporting Person is, for purposes of Sections 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, the beneficial owner of any securities covered by this Schedule 13D/A No. 7.Reporting Person - Mr. StachowiakSole Voting Power - 558,678Shared Voting Power - 919,059 (1)Sole Dispositive Power - 5558,678Shared Dispositive Power - 919,059 (1)Total Beneficially Owned - 1,477,737Reporting Person - RCSSole Voting Power - 0Shared Voting Power - 158,500Sole Dispositive Power - 0Shared Dispositive Power - 158,500Total Beneficially Owned - 158,500Reporting Person - Stachowiak EquitySole Voting Power - 0Shared Voting Power - 760,559Sole Dispositive Power - 0Shared Dispositive Power - 760,559Total Beneficially Owned - 760,559(1) Includes: (i) 158,500 Common Shares held of record by RCS, which Mr. Stachowiak may be deemed to have or share voting and investment power over in his capacity as president of RCS and as the sole trustee of the Raymond C Stachowiak Revocable Trust dated November 19, 1998 (the Stachowiak Trust), which is the sole owner of RCS; and (ii) 760,559 Common Shares held of record by Stachowiak Equity, which is owned 60% by the Stachowiak Trust, of which Mr. Stachowiak is the sole trustee, and 20% by each of two trusts established for Mr. Stachowiak's children (the Stachowiak Children Trusts), of which Mr. Stachowiak's spouse is the sole trustee. The principal address of the Stachowiak Children Trusts is 7N120 Weybridge Drive, St. Charles, Illinois 60175. The principal business of the Stachowiak Children Trusts is to make and hold investments in securities and other assets. No other information required by Item 2 with respect to the Stachowiak Children Trusts is applicable.

Except as described in Item 3, Item 6, or elsewhere in this Schedule 13D/A No. 7, no transactions in the Common Shares reported in this Schedule 13D/A No. 7 were effected by the Reporting Persons during the past 60 days.

Except as set forth herein, to the knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any Common Shares beneficially owned by the Reporting Persons.

Not applicable.

Except as otherwise set forth in this Schedule 13D/A No. 7, there are no contracts, arrangements, understandings, or similar relationships existing with respect to the securities of the Issuer between the Issuer and the Reporting Persons.

99.1Joint Filing Agreement by and among the Reporting Persons.