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.
- Peter Lynch
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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. __)
| Psychemedics Corp |
| (Name of Issuer) |
| Common Stock |
| (Title of Class of Securities) |
| 744375205 |
| (CUSIP Number) |
|
Peter H. Kamin 2720 Donald Ross Road, #311 Palm Beach Gardens, FL 33410 |
| (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
| December 21, 2020 |
| (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 240.13d-7(b) 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).
SCHEDULE 13D
| CUSIP No. | 744375205 |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | |||
| Peter H. Kamin | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | |||
|
(a) ☐ (b) ☐ | ||||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS (See Instructions) | |||
| PF | ||||
| 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 | ||
| 327,934 (1) | ||||
| 8 | SHARED VOTING POWER | |||
| 9 | SOLE DISPOSITIVE POWER | |||
| 327,934 (1) | ||||
| 10 | SHARED DISPOSITIVE POWER | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||
| 327,934 (1) | ||||
| 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) | |||
| 5.9% (2) | ||||
| 14 | TYPE OF REPORTING PERSON (See Instructions) | |||
| IN | ||||
| (1) | Includes 74,275 shares of Common Stock held by the Peter H. Kamin Revocable Trust dated February 2003, of which Peter H. Kamin (“Kamin”) is the sole trustee, 45,003 shares of Common Stock held by the Peter H. Kamin Childrens Trust dated March 1997 of which Kamin is the trustee, and 13,093 shares of Common Stock held by 3K Limited Partnership, of which Kamin is the General Partner. |
| (2) | Calculated based on 5,526,493 shares of Common Stock issued and outstanding as of November 3, 2020. |
| Item 1. | Security and Issuer |
This statement relates to shares of the Common Stock, $0.005 par value (the “Shares”), of Psychemedics Corporation, a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 289 Great Road, Acton, Massachusetts 01720.
| Item 2. | Identity and Background |
| (a) | The person filing this statement is Peter H. Kamin (“Kamin”) |
| (b) | The address of the principal place of business of the Reporting Person is 2720 Donald Ross Road, Unit #311, Palm Beach Gardens, FL 33410. |
| (c) | The principal occupation of the Reporting Person is investing. |
| (d) | The Reporting Person has not, during the last five years, been convicted in a criminal proceeding. |
| (e) | The Reporting Person described herein has not, during the last five years, been 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, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violations with respect to such laws. |
| (f) | The Reporting Person is a citizen of the United States of America. |
| Item 3. | Source and Amount of Funds or Other Considerations |
All of the Shares of Common Stock were acquired with personal funds of the Reporting Person.
| Item 4. | Purpose of Transaction |
The Reporting Person acquired the Common Stock reported on this Schedule 13D for investment purposes. The Reporting Person may in the future acquire additional shares of Common Stock or dispose of some or all of the shares of Common Stock held by them in open-market transactions or privately negotiated transactions, on such terms and at such times as the Reporting Person may deem advisable.
| Item 5. | Interest in Securities of the Issuer |
| (a) | The Reporting Person beneficially owns 327,934 shares of Common Stock, which represents approximately 5.9% of the Company’s outstanding shares of Common Stock. |
The percentage ownership of shares of Common Stock set forth in this Schedule 13D is based on the 5,526,493 shares of Common Stock reported to be outstanding as of November 3, 2020 by the Company in its Form 10-Q as filed with Securities and Exchange Commission.
| (b) | Peter H. Kamin has the sole voting power and sole dispositive power with respect to all of the shares of Common Stock held by the Reporting Person. |
| (c) | Not Applicable |
| (d) | Not Applicable |
| (e) | Not Applicable |
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
None
| Item 7. | Material to Be Filed as Exhibits |
Appendix 1 Reflects Transactions in the Shares of the Issuer in the last 60 days
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.
| December 30, 2020 | |
| Dated | |
| /s/ Peter H. Kamin | |
| Signature | |
| Peter H. Kamin | |
| Name/Title |
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
Appendix 1
| Date | Type of Activity | Type of Security | Shares | Price of Security (1) | ||||||||
| 10/29/20 | Open Market Purchase | Common Stock | 3,642 | $ | 3.74 | |||||||
| 11/13/20 | Open Market Purchase | Common Stock | 9,152 | $ | 4.00 | |||||||
| 11/17/20 | Open Market Purchase | Common Stock | 100 | $ | 4.01 | |||||||
| 11/19/20 | Open Market Purchase | Common Stock | 1,878 | $ | 4.00 | |||||||
| 12/17/20 | Open Market Purchase | Common Stock | 8,800 | $ | 4.68 | |||||||
| 12/18/20 | Open Market Purchase | Common Stock | 7,300 | $ | 4.62 | |||||||
| 12/21/20 | Open Market Purchase | Common Stock | 6,252 | $ | 4.50 | |||||||
| 12/22/20 | Open Market Purchase | Common Stock | 5,200 | $ | 4.33 | |||||||
| 12/23/20 | Open Market Purchase | Common Stock | 12,885 | $ | 4.29 | |||||||
| 12/24/20 | Open Market Purchase | Common Stock | 2,400 | $ | 4.37 | |||||||
| 12/28/20 | Open Market Purchase | Common Stock | 1,830 | $ | 4.44 | |||||||
| 12/29/20 | Open Market Purchase | Common Stock | 200 | $ | 4.53 | |||||||
(1) represents average purchase price