Amended Statement of Ownership (sc 13g/a)
February 13 2017 - 10:37AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)*
EnviroStar,
Inc.
(Name of
Issuer)
Common
Stock
(Title
of Class of Securities)
262432107
(CUSIP
Number)
December
31, 2016
(Date
of Event which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
*
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 (the “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. 262432107
1
|
NAME
OF REPORTING PERSON
ADW Capital Partners, L.P.
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
x
|
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware, USA
|
|
5
|
SOLE
VOTING POWER
0
|
NUMBER
OF SHARES BENEFICIALLY
|
6
|
SHARED
VOTING POWER
635,900
|
OWNED
BY EACH REPORTING PERSON WITH
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
8
|
SHARED
DISPOSITIVE POWER
635,900
|
9
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
635,900
|
10
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
|
11
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.1% (1)
|
12
|
|
TYPE
OF REPORTING PERSON
PN
|
|
|
|
|
|
|
|
(1)
|
Based
upon 9,980,541 shares of common stock outstanding as of November 11, 2016, as disclosed
in a Quarterly Report on Form 10-Q that was filed on November 14, 2016 by the Issuer
with the Securities and Exchange Commission, plus a total of 414,762 restricted shares
of common stock granted on November 30, 2016, to Henry M. Nahmad, the Issuer's Chairman,
Chief Executive Officer and President under and pursuant to the EnviroStar, Inc. 2015
Equity Incentive Plan and a related Notice of Grant and Restricted Stock Agreement, as
disclosed in an Amendment to Schedule 13D filed on December 12, 2016 by Symmetric Capital
LLC and certain of its affiliates.
|
CUSIP
No. 262432107
1
|
NAME
OF REPORTING PERSON
ADW
Capital Management, LLC
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
x
|
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware, USA
|
|
5
|
SOLE
VOTING POWER
0
|
NUMBER
OF SHARES BENEFICIALLY
|
6
|
SHARED
VOTING POWER
635,900
|
OWNED
BY EACH REPORTING PERSON WITH
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
8
|
SHARED
DISPOSITIVE POWER
635,900
|
9
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
635,900
|
10
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
|
11
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.1%
(1)
|
12
|
|
TYPE
OF REPORTING PERSON
HC, IA
|
|
|
|
|
|
|
|
|
(1)
|
Based
upon 9,980,541 shares of common stock outstanding as of November 11, 2016, as disclosed
in a Quarterly Report on Form 10-Q that was filed on November 14, 2016 by the Issuer
with the Securities and Exchange Commission, plus a total of 414,762 restricted shares
of common stock granted on November 30, 2016, to Henry M. Nahmad, the Issuer's Chairman,
Chief Executive Officer and President under and pursuant to the EnviroStar, Inc. 2015
Equity Incentive Plan and a related Notice of Grant and Restricted Stock Agreement, as
disclosed in an Amendment to Schedule 13D filed on December 12, 2016 by Symmetric Capital
LLC and certain of its affiliates.
|
CUSIP
No. 262432107
1
|
NAME
OF REPORTING PERSON
Adam D. Wyden
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
x
|
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
New York, USA
|
|
5
|
SOLE
VOTING POWER
0
|
NUMBER
OF SHARES BENEFICIALLY
|
6
|
SHARED
VOTING POWER
635,900
|
OWNED
BY EACH REPORTING PERSON WITH
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
8
|
SHARED
DISPOSITIVE POWER
635,900
|
9
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
635,900
|
10
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
|
11
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.1% (1)
|
12
|
|
TYPE
OF REPORTING PERSON
HC, IN
|
|
|
|
|
|
|
|
|
(1)
|
Based
upon 9,980,541 shares of common stock outstanding as of November 11, 2016, as disclosed
in a Quarterly Report on Form 10-Q that was filed on November 14, 2016 by the Issuer
with the Securities and Exchange Commission, plus a total of 414,762 restricted shares
of common stock granted on November 30, 2016, to Henry M. Nahmad, the Issuer's Chairman,
Chief Executive Officer and President under and pursuant to the EnviroStar, Inc. 2015
Equity Incentive Plan and a related Notice of Grant and Restricted Stock Agreement, as
disclosed in an Amendment to Schedule 13D filed on December 12, 2016 by Symmetric Capital
LLC and certain of its affiliates.
|
|
ITEM
1(a):
|
Name
of Issuer:
|
EnviroStar,
Inc. (the “Issuer”)
|
ITEM
1(b):
|
Address
of Issuer’s Principal Executive Offices:
|
290
N.E. 68 Street, Miami, Florida 33138
|
ITEM
2(a):
|
Name
of Person Filing:
|
This
statement is jointly filed by and on behalf of each of ADW Capital Partners, L.P., ADW Capital Management, LLC and Adam D. Wyden.
ADW Capital Partners, L.P. is the record and direct beneficial owners of the securities covered by this statement. ADW Capital
Management, LLC is the general partner and investment manager of, and may be deemed to beneficially own securities owned by, ADW
Capital Partners, L.P. Mr. Wyden is the sole manager of, and may be deemed to beneficially own securities owned by, ADW Capital
Management, LLC.
Each
reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that
such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities
covered by this statement.
Each
of the reporting persons may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for the
purposes of Section 13(d) or 13(g) of the Act. Each of the reporting persons declares that neither the filing of this statement
nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the
Act or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited
partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the Issuer or otherwise
with respect to the Issuer or any securities of the Issuer or (ii) a member of any group with respect to the Issuer or any securities
of the Issuer.
|
ITEM
2(b):
|
Address
of Principal Business Office or, if None, Residence:
|
The
address of the principal business office of each of the reporting persons is 5175 Watson Street NW, Washington, D.C. 20016.
See
Item 4 on the cover page(s) hereto.
|
ITEM
2(d):
|
Title
of Class of Securities:
|
Common
Stock
262432107
|
ITEM
3:
|
If This
Statement is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), Check
Whether the Person Filing is a:
|
|
|
|
(a)
|
o
|
Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o);
|
(b)
|
o
|
Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
|
(c)
|
o
|
Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
|
(d)
|
o
|
Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
|
(e)
|
o
|
An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
|
(f)
|
o
|
An
employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
|
(g)
|
o
|
A
parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
|
(h)
|
o
|
A
savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
(i)
|
o
|
A
church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company
Act of 1940 (15 U.S.C. 80a-3);
|
(j)
|
o
|
A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
|
(k)
|
o
|
Group,
in accordance with §240.13d-1(b)(1)(ii)(K).
|
If
filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
Not
applicable.
(a)
Amount Beneficially Owned:
See Item 9 on the cover page(s) hereto.
(b)
Percent of Class:
See Item 11 on the cover page(s) hereto.
(c)
Number of Shares as to which such person has:
(i)
Sole power to vote or to direct the vote:
See Item 5 on the cover page(s) hereto.
(ii)
Shared power to vote or to direct the vote:
See Item 6 on the cover page(s) hereto.
(iii)
Sole power to dispose or to direct the disposition of:
See Item 7 on the cover page(s) hereto.
(iv)
Shared power to dispose or to direct the disposition of:
See Item 8 on the cover page(s) hereto.
|
ITEM
5:
|
Ownership
of Five Percent or Less of a Class:
|
Not
applicable.
|
ITEM
6:
|
Ownership
of More than Five Percent on Behalf of Another Person:
|
Not
applicable.
|
ITEM
7:
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on By
the Parent Holding Company:
|
Not
applicable.
|
ITEM
8:
|
Identification
and Classification of Members of the Group:
|
Not
applicable.
|
ITEM
9:
|
Notice
of Dissolution of a Group:
|
Not
applicable.
By
signing below I certify that, to the best of my 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, other than
activities solely in connection with a nomination under § 240.14a-11.
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 13, 2017
|
ADW
Capital Partners, L.P.
|
|
|
|
By: ADW Capital Management, LLC
|
|
Its: General Partner
|
|
|
|
|
By:
|
/s/ Adam D. Wyden
|
|
|
Name: Adam D. Wyden
|
|
|
Title: Sole Manager
|
|
|
|
|
ADW
Capital Management, LLC
|
|
|
|
|
By:
|
/s/ Adam D. Wyden
|
|
|
Name: Adam D. Wyden
|
|
|
Title: Sole Manager
|
|
|
|
|
Adam
D. Wyden
|
|
|
|
|
/s/ Adam D. Wyden
|
EXHIBIT
INDEX
Exhibit
|
Description
of Exhibit
|
99.1
|
Joint
Filing Agreement (incorporated herein by reference to Exhibit 99.1 to the Schedule 13G filed on November 18,
2016 by the reporting persons with the Securities and Exchange Commission).
|
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