SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(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)
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
1347 Property Insurance Holdings, Inc.
(Name of Issuer)
Common Stock, Par Value $0.001
Per Share
(Title of Class of Securities)
68244P107
(CUSIP Number)
|
Steven A. Hale II
Manager
Hale Partnership Capital Management, LLC
2924 Archdale Drive
Charlotte, NC 28210
(336) 552-6228
|
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
April
9,
2020
(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. ☐
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.
__________________
*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. 68244P107
|
13D/A
|
Page 2 of 13 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
HALE PARTNERSHIP CAPITAL MANAGEMENT, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO; AF
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
☐
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
STATE OF NORTH CAROLINA, UNITED STATES OF AMERICA
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0 Shares of Common Stock
|
|
8
|
SHARED VOTING POWER
1,044,950 Shares of Common Stock
|
|
9
|
SOLE DISPOSITIVE POWER
0 Shares of Common Stock
|
|
10
|
SHARED DISPOSITIVE POWER
1,044,950 Shares of Common Stock
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,044,950 Shares of Common Stock
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
☐
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.2% of the outstanding Common Stock
|
|
14
|
TYPE OF REPORTING PERSON
OO; IA
|
|
CUSIP NO. 68244P107
|
13D/A
|
Page 3 of 13 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
HALE PARTNERSHIP CAPITAL ADVISORS, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO; AF
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
☐
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
STATE OF NORTH CAROLINA, UNITED STATES OF AMERICA
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0 Shares of Common Stock
|
|
8
|
SHARED VOTING POWER
623,322 Shares of Common Stock
|
|
9
|
SOLE DISPOSITIVE POWER
0 Shares of Common Stock
|
|
10
|
SHARED DISPOSITIVE POWER
623,322 Shares of Common Stock
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
623,322 Shares of Common Stock
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
☐
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.3% of the outstanding Common Stock
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
|
CUSIP NO. 68244P107
|
13D/A
|
Page 4 of 13 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
HALE PARTNERSHIP FUND, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
WC
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
☐
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
STATE OF DELAWARE, UNITED STATES OF AMERICA
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0 Shares of Common Stock
|
|
8
|
SHARED VOTING POWER
500,629 Shares of Common Stock
|
|
9
|
SOLE DISPOSITIVE POWER
0 Shares of Common Stock
|
|
10
|
SHARED DISPOSITIVE POWER
500,629 Shares of Common Stock
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
500,629 Shares of Common Stock
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
☐
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.3% of the outstanding Common Stock
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
CUSIP NO. 68244P107
|
13D/A
|
Page 5 of 13 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
MGEN II – HALE FUND, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
WC
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
☐
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
STATE OF DELAWARE, UNITED STATES OF AMERICA
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0 Shares of Common Stock
|
|
8
|
SHARED VOTING POWER
30,558 Shares of Common Stock
|
|
9
|
SOLE DISPOSITIVE POWER
0 Shares of Common Stock
|
|
10
|
SHARED DISPOSITIVE POWER
30,558 Shares of Common Stock
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,558 Shares of Common Stock
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
☐
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.5% of the outstanding Common Stock
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
CUSIP NO. 68244P107
|
13D/A
|
Page 6 of 13 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
CLARK – HALE FUND, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
WC
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
☐
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
STATE OF DELAWARE, UNITED STATES OF AMERICA
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0 Shares of Common Stock
|
|
8
|
SHARED VOTING POWER
90,135 Shares of Common Stock
|
|
9
|
SOLE DISPOSITIVE POWER
0 Shares of Common Stock
|
|
10
|
SHARED DISPOSITIVE POWER
90,135 Shares of Common Stock
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
90,135 Shares of Common Stock
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
☐
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.5% of the outstanding Common Stock
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
CUSIP NO. 68244P107
|
13D/A
|
Page 7 of 13 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
SMITH – HALE FUND, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
WC
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
☐
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
STATE OF DELAWARE, UNITED STATES OF AMERICA
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0 Shares of Common Stock
|
|
8
|
SHARED VOTING POWER
2,000 Shares of Common Stock
|
|
9
|
SOLE DISPOSITIVE POWER
0 Shares of Common Stock
|
|
10
|
SHARED DISPOSITIVE POWER
2,000 Shares of Common Stock
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,000 Shares of Common Stock
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
☐
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% of the outstanding Common Stock
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
CUSIP NO. 68244P107
|
13D/A
|
Page 8 of 13 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
STEVEN A. HALE II
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO; AF
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
☐
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0 Shares of Common Stock
|
|
8
|
SHARED VOTING POWER
1,044,950 Shares of Common
Stock
|
|
9
|
SOLE DISPOSITIVE POWER
0 Shares of Common Stock
|
|
10
|
SHARED DISPOSITIVE POWER
1,044,950 Shares of Common Stock
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,044,950 Shares of Common Stock
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
☐
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.2% of the outstanding Common Stock
|
|
14
|
TYPE OF REPORTING PERSON
IN
|
|
CUSIP NO. 68244P107
|
13D/A
|
Page 9 of 13 Pages
|
This Amendment No. 4 (this “Amendment
No. 4”) amends and supplements the Schedule 13D
originally filed by the Reporting Persons (as defined below) with
the Securities and Exchange Commission on January 24, 2020, as
amended by Amendment No. 1 thereto filed with the SEC on February
12, 2020, as amended by Amendment No. 2 thereto filed with the SEC
on March 10, 2020, and as amended by Amendment No. 3 thereto filed
with the SEC on March 19, 2020 (the “Schedule 13D” and,
as amended by this Amendment No. 4, this “Statement”).
Except as amended and supplemented by this Amendment No. 4,
the Schedule 13D remains unchanged. Capitalized terms used but
not otherwise defined in this Amendment No. 4 shall have the
meanings set forth in the Schedule 13D.
Item
1. Security
and Issuer.
This Statement relates to the common stock, par value $0.001 per
share (the “Common Stock”), of 1347 Property Insurance
Holdings, Inc., a Delaware corporation (the “Company”). The
Company’s principal executive offices are located at 7861 Woodland
Center Blvd., Tampa, FL 33614.
Item
2. Identity
and Background.
(a) This Statement is filed by the following persons (the
“Reporting Persons”):
|
Reporting Person
|
|
State of Organization
|
|
Hale Partnership Capital Management, LLC (“Hale
Advisor”)
|
|
North Carolina
|
|
Hale Partnership Capital Advisors, LLC (“Hale GP”)
|
|
North Carolina
|
|
Hale Partnership Fund, L.P. (“Hale Fund I”)
|
|
Delaware
|
|
MGEN II – Hale Fund, L.P. (“Hale Fund II”)
|
|
Delaware
|
|
Clark – Hale Fund, L.P. (“Hale Fund III”)
|
|
Delaware
|
|
Smith – Hale Fund, L.P. (“Hale Fund IV” and, together with
Hale Fund I, Hale Fund II, and Hale Fund III, the “Hale
Funds”)
|
|
Delaware
|
|
Steven A. Hale II (“Mr. Hale”)
|
|
n/a
|
The Reporting Persons’ beneficial ownership the Common Stock
reported herein consists of (i) shares of Common Stock held
directly by the Hale Funds and (ii) shares of Common Stock
held in a discretionary separately managed account (the “Managed
Account”) for which Hale Advisor serves as investment
manager.
(b) The principal business and principal office address for each of
the Reporting Persons is 2924 Archdale Drive, Charlotte, North
Carolina, 28210.
(c) The principal business or occupation of each Reporting Person
is as follows:
|
Reporting Person
|
|
Principal Business or Occupation
|
|
Hale Advisor
|
|
Investment manager of the Hale Funds
|
|
Hale GP
|
|
General partner of the Hale Funds
|
|
Hale Fund I
|
|
Investment Fund
|
|
Hale Fund II
|
|
Investment Fund
|
|
Hale Fund III
|
|
Investment Fund
|
|
Hale Fund IV
|
|
Investment Fund
|
|
Mr. Hale
|
|
Manager of Hale Advisor and Hale GP
|
(d) During the last five years, none of the Reporting Persons have
been convicted in any criminal proceeding (excluding traffic
violations or similar misdemeanors).
|
CUSIP NO. 68244P107
|
13D/A
|
Page 10 of 13 Pages
|
(e) During the last five years, none of the Reporting Persons have
been a party to any civil proceeding of any judicial or
administrative body of competent jurisdiction, as a result of which
they were or are subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
(f) Mr. Hale is a United States citizen.
Item
3. Source
and Amount of Funds or Other Consideration.
All purchases of the Common Stock held directly by the Hale Funds
have been made by or on behalf of the Hale Funds using the
investment capital of the Hale Funds. The aggregate purchase price
of the Common Stock held directly by the Hale Funds was
approximately $3,129,259.09 (excluding brokerage commissions and
transaction costs).
The 421,628 shares of Common Stock held in the Managed Account were
purchased using the funds of the investor in the Managed Account
for which Hale Advisor serves as investment manager. The aggregate
purchase price of the Common Stock held in the Managed Account was
approximately $2,088,327.49 (excluding brokerage commissions and
transaction costs).
Item
4. Purpose
of the Transaction.
The information set forth in Items 3 and 6 of this Statement is
hereby incorporated by reference into this Item 4.
The Reporting Persons acquired the securities reported herein for
investment purposes and intend to review their investments in the
Company on a continuing basis. Depending on various factors,
including but not limited to the Company’s financial position and
strategic direction, price levels of the Common Stock, conditions
in the securities markets, various laws and regulations applicable
to the Company and companies in its industry and the Reporting
Persons’ ownership in the Company, and general economic and
industry conditions, the Reporting Persons may in the future take
actions with respect to their investment in the Company as they
deem appropriate, including changing their current intentions, with
respect to any or all matters required to be disclosed in this
Statement. Without limiting the foregoing, the Reporting Persons
may, from time to time, acquire or cause affiliates to acquire
additional shares of Common Stock or other securities of the
Company (including any combination or derivative thereof), dispose,
or cause affiliates to dispose, of some or all of their Common
Stock or other securities of the Company or continue to hold, or
cause affiliates to hold, Common Stock or other securities of the
Company.
The Reporting Persons may engage in discussions with the
independent members of the Company’s Board of Directors, the
independent members of the Board of Directors of Ballantyne Strong
Inc, the independent members of the Board of Directors of BK
Technologies Corporation, other shareholders of the Company,
management and advisors of FedNat Holding Company, and other
relevant parties, including representatives of any of the
foregoing, concerning the Reporting Persons’ investment in the
Common Shares and the Company. These discussions could include,
without limitation, matters concerning the Company’s business,
operations, board appointments, affiliated transactions, and
potential conflicts of interest with affiliated parties. These
discussions could also involve historical governance, management,
fundamental operating performance (including revenues and earnings)
of publicly traded companies for the period in which the
co-chairmen of the Company were in charge of those companies. Of
particular concern to the Reporting Persons is the pattern shown in
public companies controlled by the Company’s co-chairmen of (a)
enterprise value and market capitalization deterioration, (b) poor
performance of capital allocation decisions among affiliated
parties, and (c) levels of compensation paid to the Company’s
co-chairmen by these companies, especially as such items have
materially increased the risks inherent to minority shareholders.
The Reporting Persons’ concerns are based, in part, on the
historical performance of Ballantyne Strong, Inc. and BK
Technologies Corporation and the prices for their common shares
under control by the Company’s co-chairmen. The historical
performance cited above occurred prior to market disruption and
uncertainty caused by the coronavirus pandemic, which has now
magnified the concerns.
|
CUSIP NO. 68244P107
|
13D/A
|
Page 11 of 13 Pages
|
The Reporting Persons may exchange information with any persons
pursuant to appropriate confidentiality or similar agreements or
otherwise, work together with any persons pursuant to joint
agreements or otherwise, propose changes in the Company’s business,
operations, board appointments, governance, management,
capitalization, strategic plans, or propose or engage in one or
more other actions set forth herein.
The Reporting Persons may also propose to take one or more of the
actions described in subparagraphs (a) through (j) of Item 4 of 17
CFR § 240.13d-101 and may discuss such actions with the Company and
the Company’s management and the board of directors, other
stockholders of the Company and other interested parties.
Item
5. Interest
in Securities of the Issuer.
(a)-(b) The Reporting Persons
beneficially own in the aggregate 1,044,950 shares of Common Stock,
which represents approximately 17.2% of the outstanding shares of
Common Stock. Each percentage ownership of shares of Common Stock
set forth in this Statement is based on 6,068,106 shares of Common
Stock reported by the Company as outstanding as of March 25, 2020
in its Annual Report on Form 10-K filed with the SEC on March 30,
2020.
Each of the Hale Funds directly holds the number and percentage of
shares of Common Stock disclosed as beneficially owned by it in the
applicable table set forth on the cover page to this Statement.
Hale Advisor, as the investment manager for each of the Hale Funds,
Hale GP, as the general partner for each of the Hale Funds, and Mr.
Hale, as the sole manager of Hale Advisor and Hale GP, may be
deemed to have the shared power to direct the voting and
disposition of shares of Common Stock beneficially owned by the
Hale Funds and, consequently, Hale Advisor, Hale GP and Mr. Hale
may be deemed to possess indirect beneficial ownership of such
shares. Hale Advisor, Hale GP and Mr. Hale disclaim beneficial
ownership of such shares for all other purposes.
Hale Advisor, as the investment manager of the Managed Account,
beneficially owns the 421,628 shares of Common Stock held therein.
Hale Advisor receives performance-based fees in relation to the
Managed Account based on performance periods of five years. The
shares of Common Stock in the Managed Account constitute less than
10% of the market value of the Managed Account. Mr. Hale, as the
sole manager of Hale Advisor, may be deemed to have the shared
power to direct the voting and disposition of shares of Common
Stock held in the Managed Account. Mr. Hale disclaims beneficial
ownership of such shares for all other purposes.
The responses of the Reporting Persons to rows 7, 8, 9, 10, 11 and
13 on the cover pages of this Statement are incorporated herein by
reference.
(c) The following table sets forth all transactions with respect to
the Common Stock effected by the Reporting Persons since the filing
of Amendment No. 3 to the Schedule 13D with the SEC on March
19, 2020. Each of these transactions was effected through the open
market by (i) Hale Advisor, as investment manager for the
Managed Account or (ii) the respective Hale Fund listed in the
table below.
|
CUSIP NO. 68244P107
|
13D/A
|
Page 12 of 13 Pages
|
|
Reporting Person
|
|
Transaction Date
|
|
Number
of
Shares
Acquired
|
|
|
Price per
Share
(excluding
brokerage
commissions
and transaction costs)
|
|
|
Hale Fund I
|
|
March 20, 2020
|
|
|
3,300 |
|
|
$ |
4.65 |
|
|
Hale Fund I
|
|
March, 23, 2020
|
|
|
26,500 |
|
|
$ |
4.50 |
|
|
Hale Fund I
|
|
March 25, 2020
|
|
|
2,619 |
|
|
$ |
4.65 |
|
|
Hale Fund I
|
|
April 3, 2020
|
|
|
854 |
|
|
$ |
4.59 |
|
|
Hale Fund I
|
|
April 6, 2020
|
|
|
899 |
|
|
$ |
4.68 |
|
|
Hale Fund III
|
|
March 23, 2020
|
|
|
400 |
|
|
$ |
4.50 |
|
|
Hale Fund III
|
|
March 25, 2020
|
|
|
471 |
|
|
$ |
4.65 |
|
|
Hale Fund IV
|
|
March 30, 2020
|
|
|
2,000 |
|
|
$ |
4.85 |
|
|
Hale Advisor
|
|
March 23, 2020
|
|
|
1,810 |
|
|
$ |
4.50 |
|
|
Hale Advisor
|
|
March 24, 2020
|
|
|
9,821 |
|
|
$ |
4.54 |
|
|
Hale Advisor
|
|
March 25, 2020
|
|
|
2,147 |
|
|
$ |
4.65 |
|
|
Hale Advisor
|
|
March 26, 2020
|
|
|
1,202 |
|
|
$ |
4.74 |
|
(d) None.
(e) Not applicable.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
|
Hale Advisor serves as investment manager with respect to the
Managed Account, in return for which Hale Advisor is paid
(i) a management fee based on the value of the assets in the
Managed Account and (ii) incentive-based fees based on the
performance of the assets in the Managed Account over performance
periods of five years. Hale Advisor can vote all proxies in
accordance with the best interests of the Managed Account, as
determined by Hale Advisor in its reasonable discretion, unless
otherwise requested by the investor in the Managed Account. The
shares of Common Stock in the Managed Account constitute less than
10% of the market value of the Managed Account.
Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange
Act of 1934, as amended, the Reporting Persons have entered into an
agreement with respect to the joint filing of this Statement, which
agreement is set forth on the signature page to this Statement.
|
Item 7.
|
Material to be Filed as Exhibits.
|
None.
|
CUSIP NO. 68244P107
|
13D/A
|
Page 13 of 13 Pages
|
Signatures
After reasonable inquiry and to the best of each of the
undersigned’s knowledge and belief, each of the undersigned
certifies that the information set forth in this Statement is true,
complete and correct.
In accordance with Rule 13d-1(k)(1)(iii) under the Securities
Exchange Act of 1934, as amended, the persons named below agree to
the joint filing on behalf of each of them of this Statement on
Schedule 13D with respect to the Common Stock of the
Company.
| |
Dated: April 9, 2020
|
| |
HALE PARTNERSHIP CAPITAL MANAGEMENT, LLC
By: /s/ Steven A. Hale II
Name: Steven A. Hale II
Title: Manager
|
| |
|
| |
HALE PARTNERSHIP CAPITAL ADVISORS, LLC
By: /s/ Steven A. Hale II
Name: Steven A. Hale II
Title: Manager
|
| |
|
| |
HALE PARTNERSHIP FUND, L.P.
By:Hale Partnership Capital Advisors, LLC,
its General Partner
By: /s/ Steven A. Hale II
Name: Steven A. Hale II
Title: Manager
|
| |
|
| |
MGEN II – HALE FUND, L.P.
By:Hale Partnership Capital Advisors, LLC,
its General Partner
By: /s/ Steven A. Hale II
Name: Steven A. Hale II
Title: Manager
|
| |
|
| |
CLARK – HALE FUND, L.P.
By:Hale Partnership Capital Advisors, LLC,
its General Partner
By: /s/ Steven A. Hale II
Name: Steven A. Hale II
Title: Manager
|
| |
|
| |
SMITH – HALE FUND, L.P.
By:Hale Partnership Capital Advisors, LLC,
its General Partner
By: /s/ Steven A. Hale II
Name: Steven A. Hale II
Title: Manager
|
| |
/s/ Steven A. Hale II
STEVEN A. HALE II
|
