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,
DC 20549
SCHEDULE
13D/A
Under the
Securities Exchange Act of 1934
(Amendment
No. 20)*
HARRIS
& HARRIS GROUP, INC.
(Name of
Issuer)
COMMON
STOCK, par value $ .01 per share
(Title of
Class of Securities)
413833104
(CUSIP
Number)
Charles
E. Harris
c/o
Lawrence B. Thompson, Esq.
Emmet,
Marvin & Martin, LLP
120
Broadway
New York,
NY 10271
(212)-238-3004
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
February
22, 2010
(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. o
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).
|
CUSIP
No. 413833104
|
13D
|
Page
2 of 9 Pages
|
|
1
|
NAMES
OF REPORTING PERSONS
Charles
E. Harris
|
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP (a) [
]
(see
instructions) (b) [
]
|
|
|
3
|
SEC
USE ONLY
|
|
|
4
|
SOURCE
OF FUNDS (see instructions)
OO
|
|
|
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
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
0
|
|
8
|
SHARED
VOTING POWER
1,736,515
Shares*
|
|
|
9
|
SOLE
DISPOSITIVE POWER
0
|
|
|
10
|
SHARED
DISPOSITIVE POWER
1,736,515
Shares*
|
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,736,515
Shares*
|
|
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES [
]
CERTAIN
SHARES (see instructions)
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11
5.63%**
|
|
|
14
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
*The
1,736,515 shares owned directly by Mr. Harris include 221,530 options granted to
Mr. Harris on June 26, 2006 (with a vesting date of December 26, 2006); 238,820
options granted to Mr. Harris on June 26, 2006 (with a vesting date of June 26,
2007); 239,891 options granted to Mr. Harris on June 26, 2006 (with a vesting
date of June 26, 2008); 120,491 options granted to Mr. Harris on June 27, 2007
(with a vesting date of December 27, 2007); 120,490 options granted to Mr.
Harris on June 27, 2007 (with a vesting date of December 27, 2008); 187,039
options granted to Mr. Harris on August 13, 2008 (with a vesting date of
December 31, 2008); and 608,254 shares of common stock.
**Based
upon 30,854,258 shares of common stock outstanding, as disclosed on the Form
10-Q filed by Harris & Harris Group, Inc. on November 6, 2009.
|
CUSIP
No. 413833104
|
13D
|
Page
4 of 9 Pages
|
|
1
|
NAMES
OF REPORTING PERSONS
Susan
T. Harris
|
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP (a) [
]
(see
instructions) (b) [
]
|
|
|
3
|
SEC
USE ONLY
|
|
|
4
|
SOURCE
OF FUNDS (see instructions)
OO
|
|
|
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
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
0
|
|
8
|
SHARED
VOTING POWER
1,736,515
Shares*
|
|
|
9
|
SOLE
DISPOSITIVE POWER
0
|
|
|
10
|
SHARED
DISPOSITIVE POWER
1,736,515
Shares*
|
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,736,515
Shares*
|
|
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES [ ]
CERTAIN
SHARES (see instructions)
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11
5.63%**
|
|
|
14
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
*Indirect beneficial ownership
of Mr. Harris’ 1,736,515 shares may be attributed to Mrs.
Harris. Mrs. Harris disclaims beneficial ownership of the 1,736,515
shares owned directly by Mr. Harris.
**Based
upon 30,854,258 shares of common stock outstanding, as disclosed on the Form
10-Q filed by Harris & Harris Group, Inc. on November 6, 2009.
|
CUSIP
No. 413833104
|
13D
|
Page
5 of 9 Pages
|
Item
1. Security
and Issuer.
The class
of equity securities to which this statement relates is the common stock, par
value $.01 per share (the "Common Stock"), of Harris & Harris Group, Inc., a
New York Corporation (the "Company"). The address of the principal
executive offices of the Company is 111 West 57th Street,
Suite 1100, New York, New York 10019.
Item
2. Identity
and Background.
(a) The
reporting persons are Charles E. Harris and Susan T. Harris (the “Reporting
Parties”).
(b) The
Reporting Parties' address is: c/o Lawrence B. Thompson, Esq., Emmet, Marvin
& Martin, LLP, 120 Broadway New York, NY 10271.
(c) Mr.
Harris is the former Chairman, Chief Executive Officer, and Managing Director of
the Company. Mrs. Harris is a freelance financial writer and is the
former Secretary of the Company. Neither Mr. or Mrs. Harris is
presently employed by the Company.
(d) Neither
of the Reporting Parties has during the last five years been convicted in a
criminal proceeding.
(e) The
Reporting Parties have not been and are not 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
violations with respect to such laws.
(f) The
Reporting Parties are husband and wife and are citizens of the United States of
America.
Item
3. Source
and Amount of Funds or Other Consideration.
Not applicable.
Item
4. Purpose
of Transaction.
Between
the dates of September 17, 2009 and December 30, 2009, Charles E. Harris sold or
disposed of an aggregate of 248,000 shares of the Company’s Common Stock,
including 10,000 shares sold upon the exercise of outstanding call options Mr.
Harris had previously sold and 238,000 shares Mr. Harris donated to the
Massachusetts Institute of Technology. In addition, on October 6,
2009, Mr. Harris acquired an additional 50,000 shares of the Company’s Common
Stock. As a result, Mr. Harris now owns 1,736,515 shares of the
Company’s Common Stock directly. Indirect beneficial ownership of Mr.
Harris’ 1,736,515 shares may be attributed to Mrs. Harris. As a
result of the above transactions and an increase in the number of outstanding
shares of the Company’s Common Stock, the aggregate amount of the Company’s
Common Stock beneficially owned by Mr. and Mrs. Harris has decreased from 7.17%
to 5.63%. In addition, all of the call options on the Company’s
Common Stock that Mr. Harris previously sold have either been exercised or have
expired.
Item
5. Interest
in Securities of the Issuer.
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|
(a)
|
As
of August 7, 2009, the Reporting Parties beneficially owned 1,736,515
shares or 5.63% of the Company’s Common Stock as
follows:
|
|
Amount
Beneficially Owned Directly
|
Percent
Common Stock
|
|
|
Mr.
Harris
|
1,736,515
|
5.63%
|
|
Mrs.
Harris
|
0
|
<
font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: times new roman">0.00%
|
|
|
(b)
|
The
Reporting Parties make independent decisions with respect to the shares
beneficially owned or controlled by them
individually. Therefore, Mr. Harris makes the decisions with
respect to all the shares of the Company’s Common Stock reported on this
amended Schedule 13D.
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|
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(c)
|
The
Reporting Parties have engaged in the following transactions concerning
the Company’s Common Stock during the past 60
days:
|
|
Transaction
Date
|
Transaction
Type
|
Securities
Acquired
|
Securities
Sold
|
|
12/30/09
|
Donation
of 238,000 shares of Common Stock valued at $4.67 per
share
|
238,000
|
|
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(d)
|
Not
applicable.
|
|
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(e)
|
Not
applicable.
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Item
6.
|
Contracts,
Arrangements, Understanding or Relationships
with
Respect to Securities of the
Issuer.
|
Charles E. Harris is a party to the
following agreements:
The
Harris & Harris Group, Inc. 2006 Equity Incentive Plan Incentive Stock
Option Agreement, dated June 26, 2006;
The
Harris & Harris Group, Inc. 2006 Equity Incentive Plan Non-Qualified Stock
Option Agreement, dated June 26, 2006;
The
Harris & Harris Group, Inc. 2006 Equity Incentive Plan Non-Qualified Stock
Option Agreement, dated June 27, 2007; and
The
Harris & Harris Group, Inc. 2006 Equity Incentive Plan Non-Qualified Stock
Option Agreement, dated August 13, 2008.
|
Item
7.
|
Material
to be Filed as Exhibits.
|
|
|
(1)
|
The
Form of Incentive Stock Option Agreement, incorporated by reference as
Exhibit 10.1 to the Company's Form 8-K (File No. 814-00176) filed
on June 26, 2006.
|
|
|
(2)
|
The
Form of Non-Qualified Stock Option Agreement, incorporated by reference as
Exhibit 10.2 to the Company’s 8-K (File No. 814-00176) filed
on June 26, 2006.
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(3)
|
Joint
Filing Agreement, filed
herewith.
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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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February 22,
2010
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|||
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(Date)
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|||
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/s/
Charles E. Harris
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|||
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Charles
E. Harris
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|||
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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February 22,
2010
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|||
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(Date)
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|||
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/s/
Susan T. Harris
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|||
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Susan
T. Harris
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|||
EXHIBIT
INDEX
|
Exhibit
No.
|
Description
|
|
3
|
Joint
Filing Agreement
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