Amended Statement of Beneficial Ownership (sc 13d/a)
February 23 2022 - 6:07AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO
FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 5)1
Friedman Industries,
Incorporated
(Name of Issuer)
Common Stock, $1.00 par value
(Title of Class of Securities)
358435105
(CUSIP Number)
Milton
C. Ault, III
BITNILE
Holdings, Inc.
11411
Southern Highlands Parkway, Suite 240
Las Vegas,
NV 89141
(949)
444-5464
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 22, 2022
(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 o.
Note: Schedules filed
in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7
for other parties to whom copies are to be sent.
_______________
1 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).
CUSIP No. 358435105
1 |
NAME
OF REPORTING PERSONS
BitNile Holdings, Inc. |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) o
(b) o |
3 |
SEC
USE ONLY
|
4 |
SOURCE
OF FUNDS
WC |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) o |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE
VOTING POWER
334,699 |
8 |
SHARED
VOTING POWER
None |
9 |
SOLE
DISPOSITIVE POWER
334,699 |
10 |
SHARED
DISPOSITIVE POWER
None |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
334,699 |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.89% |
14 |
TYPE
OF REPORTING PERSON
CO |
CUSIP No. 358435105
The following constitutes
Amendment No. 5 to the Schedule 13D filed by the undersigned (“Amendment No. 5”) on July 9, 2021 as amended on August
30, 2021, November 8, 2021, January 24, 2022 and February 17, 2022 (the “Schedule 13D”). This Amendment No. 5 amends
the Schedule 13D as specifically set forth herein. Except as otherwise specified in this Amendment No. 5, all items in the Schedule 13D
are unchanged. All capitalized terms used in this Amendment No. 5 and not otherwise defined herein have the meanings ascribed to such
terms in the Schedule 13D.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended
and restated to read as follows:
The Shares purchased by
BH as reported on the Schedule 13D were purchased with working capital in open market purchases. BH expended an aggregate of $4,162,141.48
for the purchase of the Shares.
The Shares transacted by
BH subsequent to the Schedule 13D decreased BH’s aggregate expenditures by $687,407.16. Consequently, as of the date of this Amendment
No. 5, BH has expended an aggregate of $3,474,734.32 for the purchase of the Shares.
| Item 5. | Interest in Securities of the Issuer. |
Item 5 is hereby amended
and restated to read as follows:
The aggregate percentage
of Shares reported owned by the Reporting Person herein is based upon 6,856,009 Shares outstanding, which is the total number of Shares
outstanding as of February 14, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange
Commission on February 14, 2022.
BH
| (a) | As of the close of business on February
22, 2022, BH beneficially owned 334,699 Shares. |
Percentage: Approximately
4.89%
| (b) | 1. Sole power to vote or direct vote: 334,699
2. Shared power to vote or direct vote: None
3. Sole power to dispose or direct the disposition: 334,699
4. Shared power to dispose or direct the disposition: None |
| (c) | BH has not entered into any transactions
in the Shares during the past sixty days except for the open market transactions conducted
by its wholly-owned subsidiary Digital Power Lending, LLC set forth below or previously reported
on the Schedule 13D. |
Digital Power Lending, LLC
Digital Power Lending, a
wholly-owned subsidiary of BH, engaged in the following transactions in the Shares since February 17, 2022:
Nature
of the Transaction |
Shares
of Common Stock
Purchased / (Sold) |
Price
Per Share ($) |
Date
of Transaction |
Sale
of Common Stock |
(29,500) |
8.19 |
02/17/2022 |
Sale
of Common Stock |
(16,500) |
7.80 |
02/18/2022 |
Sale
of Common Stock |
(41,301) |
7.68 |
02/22/2022 |
| (d) | No person other than the Reporting Person is known to have the right to receive, or the power to direct
the receipt of dividends from, or proceeds from the sale of, the Shares. |
| (e) | Effective as of the close of business
on February 22, 2022, the Reporting Person ceased to be the beneficial owner of more than
five percent of the class of securities. |
CUSIP No. 358435105
SIGNATURES
After reasonable inquiry and
to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete
and correct.
Dated: February 23, 2022
|
BITNILE HOLDINGS, INC. |
|
|
|
|
By: |
/s/ Milton C. Ault, III |
|
|
Milton C. Ault, III
Executive Chairman |
|
DIGITAL POWER LENDING, LLC |
|
|
|
|
By: |
/s/ David J. Katzoff |
|
|
David J. Katzoff
Manager |
4
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