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.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)
Perma-Fix Environmental Services, Inc.
(Name of Issuer)
Common Stock, $0.001 Par Value
(Title of Class of Securities)
714157203
(CUSIP Number)
Vinita K. Paul
Vice President, Chief Compliance Officer, General Counsel and Secretary
Heartland Advisors, Inc.
790 N. Water Street, Suite 1200
Milwaukee, Wisconsin 53202
(414) 347-7777
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)
_______________________________
February 14, 2023
(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. [ ]
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 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. 714157203 | |||
| 1. |
NAME OF REPORTING PERSON Heartland Advisors, Inc. | ||
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) | ||
| 3. | SEC USE ONLY | ||
| 4. |
SOURCE OF FUNDS OO – Funds of investment advisory clients | ||
| 5. |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] | ||
| 6. |
CITIZENSHIP OR PLACE OF ORGANIZATION Wisconsin | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. |
SOLE VOTING POWER 0 shares | |
| 8. |
SHARED VOTING POWER 861,569 shares | ||
| 9. |
SOLE DISPOSITIVE POWER 0 shares | ||
| 10. |
SHARED DISPOSITIVE POWER 944,569 shares | ||
| 11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 944,569 shares | ||
| 12. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] | ||
| 13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.09% | ||
| 14. |
TYPE OF REPORTING PERSON IA | ||
| CUSIP NO. 714157203 | |||
| 1. |
NAME OF REPORTING PERSON Heartland Holdings, Inc. | ||
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) | ||
| 3. | SEC USE ONLY | ||
| 4. |
SOURCE OF FUNDS OO – Funds of investment advisory clients | ||
| 5. |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] | ||
| 6. |
CITIZENSHIP OR PLACE OF ORGANIZATION Wisconsin | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. |
SOLE VOTING POWER 0 shares | |
| 8. |
SHARED VOTING POWER 861,569 shares | ||
| 9. |
SOLE DISPOSITIVE POWER 0 shares | ||
| 10. |
SHARED DISPOSITIVE POWER 944,569 shares | ||
| 11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 944,569 shares | ||
| 12. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] | ||
| 13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.09% | ||
| 14. |
TYPE OF REPORTING PERSON HC | ||
| CUSIP NO. 714157203 | |||
| 1. |
NAME OF REPORTING PERSON William R. Nasgovitz | ||
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) | ||
| 3. | SEC USE ONLY | ||
| 4. |
SOURCE OF FUNDS OO – Funds of investment advisory clients | ||
| 5. |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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 shares | |
| 8. |
SHARED VOTING POWER 861,569 shares | ||
| 9. |
SOLE DISPOSITIVE POWER 0 shares | ||
| 10. |
SHARED DISPOSITIVE POWER 944,569 shares | ||
| 11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 944,569 shares | ||
| 12. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] | ||
| 13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.09% | ||
| 14. |
TYPE OF REPORTING PERSON IN, HC | ||
This Amendment No. 8 to Schedule 13D amends and supplements the Schedule 13D originally filed on July 27, 2016 (the “Original Schedule 13D”) as amended by Amendment No. 1 filed on July 25, 2017 (“Amendment No. 1”), by Amendment No. 2 filed on August 30, 2017, by Amendment No. 3 filed on January 10, 2020, by Amendment No. 4 filed on January 13, 2021, by Amendment No. 5 filed on September 14, 2021, by Amendment No. 6 filed on November 16, 2021 and by Amendment No. 7 filed on January 10, 2023 (the Original Schedule 13D, as so amended, the “Amended Schedule 13D”) and is being filed jointly on behalf of Heartland Advisors, Inc., a Wisconsin corporation (“Heartland”), Heartland Holdings, Inc. (“HHI”), a Wisconsin corporation and William R. Nasgovitz, an individual (each a “Reporting Person,” and together, the “Reporting Persons”), relating to the common stock, $0.001 par value per share (the “Common Stock), of Perma-Fix Environmental Services, Inc., a Delaware corporation (the “Company”). The purpose of this Amendment No. 8 to Schedule 13D is to update Heartland’s ownership of Common Stock on behalf of client accounts.
Unless otherwise defined or modified below, capitalized terms used in this Amendment No. 8 to Schedule 13D shall have the meaning ascribed to them in the Original Schedule 13D.
All disclosure for items contained in the Amended Schedule 13D where no new information is provided for such item in this Amendment No. 8 to Schedule 13D is incorporated herein by this reference.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Amended Schedule 13D is hereby deleted and replaced with the following:
Heartland has beneficially owned shares of Common Stock on behalf of Client Accounts for a number of years. As of February 14, 2023, Heartland beneficially owned an aggregate of 944,569 shares of the Company’s Common Stock. All shares of Common Stock held by Heartland on behalf of the Client Accounts were purchased with funds provided by the Client Accounts.
Item 5. Interest in Securities of the Issuer
Item 5 of the Amended Schedule 13D is hereby deleted and replaced with the following:
The aggregate percentage of shares of Common Stock reported owned by each person named herein is based upon 13,324,756 shares outstanding, which is the total number of shares of Common Stock outstanding as of November 1, 2022, as reported in the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 3, 2022.
As of February 14, 2023, as investment adviser to the Client Accounts,
Heartland may be deemed the beneficial owner of 944,569 shares, or approximately 7.09%, of the Company’s Common Stock. The clients
of Heartland, a registered investment adviser, including a series of a registered investment company and other managed accounts, have
the right to receive or the power to direct the receipt of dividends and proceeds from the sale of shares of the Company’s Common
Stock held by Heartland included in this Schedule 13D. The Heartland Value Fund, a series of Heartland Group, Inc., a registered investment
company, owns greater than 5% of the Common Stock of the Company. Any remaining shares of Common Stock disclosed in this filing as owned
by Heartland, HHI and Mr. Nasgovitz are owned by various other Client Accounts managed by Heartland on a discretionary basis. To the best
of Heartland’s knowledge, as of February 14, 2023, none of the other Client Accounts owns more than 5% of the shares of the Company’s
Common Stock outstanding.
Heartland, as investment adviser to the Client Accounts, may be deemed to have shared voting power with respect to 861,569 shares and shared dispositive power with respect to 944,569 shares of Common Stock. HHI, as parent company of Heartland, and Mr. Nasgovitz, as a control person of Heartland, may each be deemed to have shared voting power with respect to 861,569 shares of the Company’s Common Stock and shared dispositive power with respect to 944,569 shares and may thus be deemed the indirect beneficial owner of the shares beneficially owned by Heartland. Mr. Nasgovitz specifically disclaims beneficial ownership of such shares.
A description of any transactions in the Common Stock by Heartland on behalf of its clients during the past sixty (60) days from the date hereof is set forth on Annex 2 attached hereto and incorporated herein by reference.
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.
Dated: February 17, 2023
HEARTLAND ADVISORS, INC.
By: /s/ Vinita K. Paul
Name: Vinita K. Paul
Title: Vice President, Chief Compliance Officer,
General Counsel and Secretary
HEARTLAND HOLDINGS, INC.
By: /s/ Vinita K. Paul
Name: Vinita K. Paul
Title: Vice President, General Counsel and
Secretary
WILLIAM R. NASGOVITZ
By: /s/ Vinita K. Paul
Name: Vinita K. Paul
Title: Attorney in Fact for William R. Nasgovitz
(Pursuant to Power of Attorney Previously Filed)
ANNEX 2
TRANSACTIONS
| Trade Date |
Reporting Person |
Transaction Type1 |
Number of Shares |
Price Per Share ($) |
| 02/02/2023 | Heartland | Sell | 10,000 | $4.97 |
| 02/03/2023 | Heartland | Sell | 10,000 | $5.31 |
| 02/06/2023 | Heartland | Sell | 20,000 | $5.80 |
| 02/07/2023 | Hea rtland | Sell | 13,612 | $5.92 |
| 02/08/2023 | Heartland | Sell | 22,288 | $6.06 |
| 02/09/2023 | Heartland | Sell | 10,200 | $5.96 |
| 02/09/2023 | Heartland | Sell | 10,298 | $5.98 |
| 02/10/2023 | Heartland | Sell | 12,512 | $5.97 |
| 02/13/2023 | Heartland | Sell | 30,021 | $6.14 |
| 02/13/2023 | Heartland | Sell | 1,500 | $6.23 |
| 02/13/2023 | Heartland | Sell | 2,000 | $6.07 |
| 02/14/2023 | Heartland | Sell | 12,000 | $6.66 |
| 02/14/2023 | Heartland | Sell | 2,500 | $6.64 |
| 02/14/2023 | Heartland | Sell | 1,500 | $6.61 |
| 02/14/2023 | Heartland | Sell | 500 | $6.64 |
| 02/14/2023 | Heartland | Sell | 400 | $6.64 |
| 02/14/2023 | Heartland | Sell | 5,000 | $6.56 |
| 02/14/2023 | Heartland | Sell | 600 | $6.63 |
| 02/14/2023 | Heartland | Sell | 1,000 | $6.43 |
______________________________
1 All trades were made in the open market.
INDEX TO EXHIBITS
| Exhibit | Description |
| 1 | Joint Filing Agreement (incorporated by reference to Exhibit 1 of Amendment No. 7 to Schedule 13D filed January 10, 2023) |
| 2 | Power of Attorney (incorporated by reference to Exhibit 2 of Amendment No. 7 to Schedule 13D filed January 10, 2023) |