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Item 1.
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Security and Issuer.
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Item 1 is hereby amended and restated in its entirety to read as follows:
This Amendment No. 2 to the statement on Schedule 13D (this “Amendment No. 2”) relates to the common stock, no par value (the “Shares”), of Allied Motion Technologies Inc., a Colorado corporation (the “Issuer”), and hereby amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission on February 28, 2013 (the “Initial Schedule”), as amended by Amendment No. 1 filed on August 30, 2013 (the “Amendment No. 1”, and together with the Initial Schedule, the “Schedule 13D”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Schedule 13D. All items or responses not described herein remain as previously reported in the Schedule 13D. The Issuer’s principal executive offices are located at 495 Commerce Drive, Amherst, NY 14228.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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Item 3 of the Schedule 13D is hereby amended and restated in its entirety to read as follows:
The Shares held by Juniper Public Fund that are the subject of this Schedule 13D were purchased with funds obtained through capital contributions from investors in Juniper Public Fund. Such Shares were purchased in open market purchases for an aggregate purchase price of approximately $5,033,600, excluding brokerage commissions.
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Item 4.
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Purpose of Transaction.
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Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following:
On April 8, 2015, Mr. Michas, a Reporting Person, agreed to being named as a nominee to the Board of Directors of the Issuer in the Proxy Statement for the Issuer’s 2015 Annual Meeting of Shareholders to be held on May 6, 2015, and agreed to serve as a director, if elected.
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Item 5.
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Interest in Securities of the Issuer.
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Item 5 the Schedule 13D is hereby amended and restated in its entirety to read as follows:
The responses of the Reporting Persons to Rows (11) through (13) of the cover pages of this Schedule 13D are incorporated herein by reference.
(a) The percentages used herein are calculated based upon 9,212,847 Shares outstanding at March 12, 2015, as set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014.
As of the date of this Schedule 13D, the Reporting Persons beneficially owned in the aggregate 712,080 Shares, constituting approximately 7.7% of the then outstanding Shares. As of the date of this Schedule 13D, the Reporting Persons may be deemed to have direct beneficial ownership of the Shares as follows:
(i) Juniper Public Fund beneficially owned 712,080 Shares, constituting approximately 7.7% of the then outstanding Shares.
(ii) Juniper HF Investors, as the general partner of Juniper Public Fund, may be deemed to own beneficially (as that term is defined in Rule 13d-3 under the Act) 712,080 Shares, constituting approximately 7.7% of the then outstanding Shares. Juniper HF Investors disclaims beneficial ownership of such Shares for all other purposes.
(iii) Juniper Investment Company, as the investment advisor of Juniper Public Fund, may be deemed to own beneficially (as that term is defined in Rule 13-d under the Act) 712,080 Shares, constituting approximately 7.7% of the then outstanding Shares. Juniper Investment Company disclaims beneficial ownership of such Shares for all other purposes.
(iv) Each of Messrs. Michas and Bartholdson, as the managing members of Juniper HF Investors and Juniper Investment Company, may be deemed to own beneficially (as that term is defined in Rule 13d-3 under the Act) 712,080 Shares, constituting approximately 7.7% of the then outstanding Shares. Messrs. Michas and Bartholdson disclaim beneficial ownership of such Shares for all other purposes. In addition, with respect to Mr. Michas, this excludes 240 Shares held by Mr. Michas’s children, as to which Shares Mr. Michas disclaims beneficial ownership.
(b) Juniper Public Fund has the sole power to vote or direct the vote of 712,080 Shares and the sole power to dispose or direct the disposition of such Shares. Juniper HF Investors, Juniper Investment Company and Messrs. Michas and Bartholdson may be deemed to share with Juniper Public Fund the power to vote or to direct the vote and to dispose or to direct the disposition of such Shares.
(c) Set forth on Exhibit A to this Schedule 13D is a list of transactions in the Shares effected by Juniper Public Fund in the past sixty days. These transactions were all effected in the open market through a broker. Except for the foregoing, no other transactions in the Shares were effected by the Reporting Persons during the sixty days prior to the date of this Schedule 13D.
(d) To the knowledge of the Reporting Persons, no person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares that are the subject of this Schedule 13D.
(e) Not applicable.
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Item 7.
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Materials to be Filed as Exhibits.
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Exhibit A:
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Schedule of Transactions
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Exhibit B:
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Joint Filing Agreement (incorporated by reference to the Issuer’s Schedule 13D filed with the Securities and Exchange Commission
on March 1, 2013)
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