SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.)*
Schmitt Industries, Inc.
(Name of Issuer)
Common Stock, no par value
(Title of Class Securities)
806870200
(CUSIP Number)
July 23, 2014
(Date of Event Which Requires Filing of
this Statement)
Check appropriate box to designate the rule pursuant to which
this Schedule is filed:
| |
¨ |
Rule 13d-1(b) |
| |
x |
Rule 13d-1(c) |
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¨ |
Rule 13d-1(d) |
(Page 1 of 10 Pages)
*
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 the disclosures provided
in a prior cover page.
The information required in 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. 806870200 |
13G |
Page 2 of 10 |
| 1 |
NAME OF REPORTING PERSON
Buttonwood Tree Value Partners, L.P. |
| 2 |
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
(a) ¨
(b)
¨ |
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
California |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH:
|
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
160,000 shares of Common Stock |
| 7 |
SOLE DISPOSITIVE POWER
0 |
| 8 |
SHARED DISPOSITIVE POWER
160,000 shares of Common Stock |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
160,000 shares of Common Stock |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.34% |
| 12 |
TYPE OF REPORTING PERSON
PN |
| CUSIP No. 806870200 |
13G |
Page 3 of 10 |
| 1 |
NAME OF REPORTING PERSON
Buttonwood Tree Management, LLC |
| 2 |
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
(a) ¨
(b)
¨ |
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
California |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH:
|
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
160,000 shares of Common Stock |
| 7 |
SOLE DISPOSITIVE POWER
0 |
| 8 |
SHARED DISPOSITIVE POWER
160,000 shares of Common Stock |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
160,000 shares of Common Stock |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.34% |
| 12 |
TYPE OF REPORTING PERSON
OO |
| CUSIP No. 806870200 |
13G |
Page 4 of 10 |
| 1 |
NAME OF REPORTING PERSON
Standard Investment Chartered Incorporated |
| 2 |
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
(a) ¨
(b)
¨ |
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
California |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH:
|
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
179,950 shares of Common Stock |
| 7 |
SOLE DISPOSITIVE POWER
0 |
| 8 |
SHARED DISPOSITIVE POWER
179,950 shares of Common Stock |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
179,950 shares of Common Stock |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.01% |
| 12 |
TYPE OF REPORTING PERSON
IA |
| CUSIP No. 806870200 |
13G |
Page 5 of 10 |
| 1 |
NAME OF REPORTING PERSON
John Henry Norberg III |
| 2 |
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
(a) ¨
(b)
¨ |
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH:
|
5 |
SOLE VOTING POWER
1,400 shares of Common Stock |
| 6 |
SHARED VOTING POWER
179,950 shares of Common Stock |
| 7 |
SOLE DISPOSITIVE POWER
1,400 shares of Common Stock |
| 8 |
SHARED DISPOSITIVE POWER
179,950 shares of Common Stock |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
181,350 shares of Common Stock |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.05% |
| 12 |
TYPE OF REPORTING PERSON
IN |
| CUSIP No. 806870200 |
13G |
Page 6 of 10 |
Item 1(a). NAME OF ISSUER
The name of the issuer is Schmitt Industries,
Inc. (the “Company”).
Item 1(b). ADDRESS OF ISSUER’S PRINCIPAL
EXECUTIVE OFFICES
The Company’s principal executive offices are
located at 2765 N.W. Nicolai Street, Portland, Oregon 97210.
Item 2(a). NAME OF PERSON FILING
This statement is filed by:
(i) Buttonwood Tree Value Partners, L.P., a California
limited partnership (“BTVP”), with respect to the shares of Common Stock (as defined in item 2(d) below) owned by it;
(ii) Buttonwood Tree Management, LLC, a California
limited liability company (“BTM”) , which serves as the general partner of BTVP, with respect to the shares of Common
Stock owned by BTVP;
(iii) Standard Investment Chartered Incorporated
(“SIC”), a California corporation, which serves as investment adviser to BTVP and certain discretionary brokerage accounts,
with respect to the shares of Common Stock owned by BTVP and the shares of Common Stock held in the aforementioned discretionary
brokerage accounts; and
(iv) John Henry Norberg III (“Norberg”)
(a) as Manager of BTM, the general partner of BTVP, with respect to the shares of Common Stock owned by BTVP; (b) as majority shareholder
and officer of SIC, the investment adviser to BTVP and certain discretionary brokerage accounts, with respect to the shares of
Common Stock owned by BTVP and such discretionary accounts; (c) as custodian under a California Uniform Transfers to Minors Act
custodial account; and (d) as the direct owner of 400 shares of Common Stock held in an individual retirement account. Norberg
disclaims beneficial ownership of all shares of Common Stock described in this paragraph except for the shares of Common Stock
held in his individual retirement account.
The foregoing persons are hereinafter sometimes collectively
referred to as the “Reporting Persons.” Any disclosures herein with respect to persons other than the Reporting Persons
are made on information and belief after making inquiry to the appropriate party.
Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE
OR, IF NONE, RESIDENCE
The address of the business office of each of the
Reporting Persons is 2801 Bristol Street, Suite 100, Costa Mesa, California 92626.
Item 2(c). CITIZENSHIP
BTVP is a limited partnership organized under the
laws of the State of California. BTM is a limited liability company organized under the laws of the State of California. SIC is
a corporation organized under the laws of the State of California. Norberg is a United States citizen.
Item 2(d). TITLE OF CLASS OF SECURITIES
Schmitt Industries, Inc. Common Stock, no
par value (the “Common Stock”)
Item 2(e). CUSIP NUMBER
806870200
| CUSIP No. 806870200 |
13G |
Page 7 of 10 |
Item 3. IF THIS STATEMENT IS FILED PURSUANT TO
Rules 13d-1(b), OR 13d-2(b) OR (c),
CHECK WHETHER THE PERSON FILING IS A:
| (a) |
¨ |
Broker or dealer registered under Section 15 of the Act; |
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| (b) |
¨ |
Bank as defined in Section 3(a)(6) of the Act; |
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| (c) |
¨ |
Insurance company as defined in Section 3(a)(19) of the Act; |
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| (d) |
¨ |
Investment company registered under Section 8 of the Investment Company Act |
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of 1940; |
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| (e) |
¨ |
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
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| (f) |
¨ |
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b) |
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(1)(ii)(F); |
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| (g) |
¨ |
A parent holding company or control person in accordance with Rule 13d-1(b) |
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(1)(ii)(G); |
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| (h) |
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A savings association as defined in Section 3(b) of the Federal Deposit |
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Insurance Act; |
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| (i) |
¨ |
A church plan that is excluded from the definition of an investment company |
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under Section 3(c)(14) of the Investment Company Act; |
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| (j) |
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A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J); |
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| (k) |
¨ |
Group, in accordance with Rule 13d-1(b)(1)(ii)(K). |
If filing as a non-U.S. institution
in accordance with Rule 13d-1(b)(1)(ii)(J), please specify
the type of institution: ___________________
Item 4. OWNERSHIP
The percentages used herein are calculated based
upon 2,995,910 shares of Common Stock issued and outstanding as of September 30, 2014, as reported by the Company in its Quarterly
Report on Form 10-Q for the quarterly period ended August 31, 2014.
| CUSIP No. 806870200 |
13G |
Page 8 of 10 |
A. Buttonwood Tree Value Partners, L.P.
(a) Amount beneficially owned: 160,000 shares
of Common Stock
(b) Percent of class: 5.34%
(c)(i) Sole power to vote or direct the
vote: -0-
(ii) Shared power to vote or direct the
vote: 160,000 shares of Common Stock
(iii) Sole power to dispose or direct the
disposition: -0-
(iv) Shared power to dispose or direct the
disposition: 160,000 shares of Common
Stock
B. Buttonwood Tree Management, LLC
(a) Amount beneficially owned: 160,000 shares
of Common Stock
(b) Percent of class: 5.34%
(c)(i) Sole power to vote or direct the
vote: -0-
(ii) Shared power to vote or direct the
vote: 160,000 shares of Common Stock
(iii) Sole power to dispose or direct the
disposition: -0-
(iv) Shared power to dispose or direct the
disposition: 160,000 shares of Common
Stock
C. Standard Investment Chartered
Incorporated
(a) Amount beneficially owned: 179,950 shares
of Common Stock
(b) Percent of class: 6.01%
(c)(i) Sole power to vote or direct the
vote: -0-
(ii) Shared power to vote or direct the
vote: 179,950 shares of Common Stock
(iii) Sole power to dispose or direct the
disposition: -0-
(iv) Shared power to dispose or direct the
disposition: 179,950 shares of Common
Stock
D. John H. Norberg III
(a) Amount beneficially owned: 181,350 shares
of Common Stock
(b) Percent of class: 6.05%
(c)(i) Sole power to vote or direct the
vote: 1,400 shares of Common Stock
(ii) Shared power to vote or direct the
vote: 179,950 shares of Common Stock
(iii) Sole power to dispose or direct the
disposition: 1,400 shares of Common Stock
(iv) Shared power to dispose or direct the
disposition: 179,950 shares of Common
Stock
| CUSIP No. 806870200 |
13G |
Page 9 of 10 |
| Item 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF CLASS |
Not applicable.
| Item 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER |
PERSON
Owners of the discretionary brokerage accounts advised
by SIC have the power to receive dividends and direct the proceeds from the sale of the shares of Common Stock. Except as otherwise
disclosed in this Schedule 13(g), no owner of a discretionary brokerage account owns more than five percent of the Common Stock.
| Item 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY
WHICH |
ACQUIRED THE SECURITY BEING REPORTED
ON BY THE PARENT HOLDING
COMPANY OR CONTROL PERSON
Not applicable.
| Item 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE
GROUP |
Not applicable.
| Item 9. | NOTICE OF DISSOLUTION OF GROUP |
Not applicable.
Each of the Reporting Persons hereby makes
the following certification:
By signing below each Reporting Person certifies
that, to the best of his or its knowledge and belief, the securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any transaction having that purpose or effect.
| CUSIP No. 806870200 |
13G |
Page 10 of 10 |
SIGNATURES
After reasonable inquiry and to the best
of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true,
complete and correct.
DATE: December 3, 2014
Buttonwood Tree Value Partners, L.P.
By: Buttonwood Tree Management, LLC, its
general partner
By: /s/ John H. Norberg III
John H. Norberg III, its Manager
Buttonwood Tree Management, LLC
By: /s/ John H. Norberg III
John H. Norberg III, its Manager
Standard Investment Chartered Incorporated
By: /s/ John H. Norberg III
John H. Norberg III, Chairman and CFO
John H. Norberg III
/s/ John H. Norberg III
John H. Norberg III
EXHIBIT 99.1
JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that
the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this
statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint
filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for
the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible
for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason
to believe that such information is inaccurate.
DATE: December 3, 2014
Buttonwood Tree Value Partners, L.P.
By: Buttonwood Tree Management, LLC, its
general partner
By: /s/ John H. Norberg III
John H. Norberg III, its Manager
Buttonwood Tree Management, LLC
By: /s/ John H. Norberg III
John H. Norberg III, its Manager
Standard Investment Chartered Incorporated
By: /s/ John H. Norberg III
John H. Norberg III, Chairman and CFO
/s/ John H. Norberg III
John H. Norberg III, Individually
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