LMIA Lmi Aerospace, Inc.

SCHEDULE 13D

SCHEDULE 13D

 

 

 

SCHEDULE 13D

Item 1.

Security and Issuer.

 

Item 1 is hereby amended and restated in its entirety to read as follows:

 

This Amendment No. 3 to the statement on Schedule 13D (this “Amendment No. 3”) relates to the common stock, par value $0.02 per share (the “Shares”), of LMI Aerospace, Inc., a Missouri corporation (the “Issuer”), and hereby amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission on April 13, 2016 (the “Initial Schedule”), as amended by Amendment No. 1 filed on September 15, 2016 (the “Amendment No. 1”) and Amendment No. 2 filed on October 11, 2016 (the “Amendment No. 2” and together with the Initial Schedule and Amendment No. 1, 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 411 Fountain Lakes Blvd., St. Charles, Missouri 63301.

 

Item 3.

Source and Amount of Funds or Other Consideration.

 

Item 3 is hereby amended and restated in its entirety to read as follows:

 

The Shares held by Juniper Fund that are the subject of this Schedule 13D were purchased with funds obtained through capital contributions from investors in Juniper Fund.  Such Shares were purchased in open market purchases for an aggregate purchase price of approximately $14,162,000, excluding brokerage commissions.

 

Item 5.

Interest in Securities of the Issuer.

 

Item 5 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 13,632,641 Shares outstanding at November 3, 2016, as set forth in the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2016.

 

As of the date of this Schedule 13D, the Reporting Persons beneficially owned in the aggregate 1,327,083 Shares, constituting approximately 9.7% 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 Fund beneficially owned 1,327,083 Shares, constituting approximately 9.7% of the then outstanding Shares.

 

(ii)            Juniper HF Investors, as the general partner of Juniper Fund, may be deemed to own beneficially (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) 1,327,083 Shares, constituting approximately 9.7% 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 Fund, may be deemed to own beneficially (as that term is defined in Rule 13-d under the Securities Exchange Act of 1934) 1,327,083 Shares, constituting approximately 9.7% 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 Securities Exchange Act of 1934) 1,327,083 Shares, constituting approximately 9.7% of the then outstanding Shares.  Messrs. Michas and Bartholdson disclaim beneficial ownership of such Shares for all other purposes.

 

(b)            Juniper Fund has the sole power to vote or direct the vote of 1,327,083 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 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 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.

 

Item 7.

Materials to be Filed as Exhibits.

 

 

 

 

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 15, 2017

 

 

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