Amended Statement of Ownership (sc 13g/a)
February 14 2020 - 6:01AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of
1934
(Amendment No. 2)*
STR Holdings, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
78478V209
(CUSIP Number)
December 31, 2019
(Date of Event which Requires Filing of
this Statement)
Check the appropriate box to designate the
rule pursuant to which this schedule is filed:
¨
Rule 13d-1(b)
x
Rule 13d-1(c)
¨
Rule 13d-1(d)
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*
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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.
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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).
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Schedule
13G
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CUSIP
No. 78478V209
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Page 2 of 5
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1
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name
of reporting person
Michael
D. Tofias
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2
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check
the appropriate box if a member of a group
(a) ¨
(b) ¨
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3
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sec
use only
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4
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citizenship
or place of organization
United
States of America
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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sole
voting power
1,252,460
shares
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6
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shared
voting power
0
shares
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7
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sole
dispositive power
1,252,460
shares
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8
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shared
dispositive power
0
shares
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9
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aggregate
amount beneficially owned by each reporting person
1,252,460
shares
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10
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check
box if the aggregate amount in row (9) excludes certain shares
¨
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11
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percent
of class represented by amount in row (9)
6.2%*
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12
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type
of reporting person
OO
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*
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Percentage calculated based on 20,152,029 shares of common
stock, par value $0.01 per share, outstanding as of October 31, 2019, as reported by STR Holdings, Inc. in its Form 10-Q filed
on November 14, 2019.
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Schedule
13G
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CUSIP
No. 78478V209
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Page 3 of 5
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Item 1(a).
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Name of Issuer
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STR Holdings, Inc. (the
“Issuer”)
Item 1(b).
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Address of Issuer’s Principal Executive Offices
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10 Water Street, Enfield,
Connecticut, 06082
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Item 2(a).
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Name of Person Filing
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Michael D. Tofias
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Item 2(b).
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Address of Principal Business Office or, if None, Residence
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25 Cambridge Drive, Short
Hills, New Jersey 07078
United States of America
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Item 2(d).
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Title of Class of Securities
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Common stock, par value
$0.01 per share
78478V209
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Item 3.
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If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person
filing is a:
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(a)
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¨ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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¨ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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¨ Investment company registered under section 8 of the Investment Company Act of 1940 (15
U.S.C 80a-8).
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(e)
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¨ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
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(f)
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¨ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
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(g)
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¨ A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G).
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(h)
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¨ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act
(12 U.S.C. 1813).
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Schedule
13G
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CUSIP
No. 78478V209
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Page 4 of 5
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(i)
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¨ 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).
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(j)
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¨ Group, in accordance with §240.13d-1(b)(1)(ii)(J).
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With respect to the beneficial
ownership of the reporting persons, see Items 5 through 11 of the cover pages to this Amendment No. 2 to Schedule 13G, which are
incorporated by reference.
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Item 5.
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Ownership of Five Percent or Less of a Class.
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If this statement is being
filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following. ¨
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Not applicable.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported
on by the Parent Holding Company.
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Not applicable.
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Item 8.
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Identification and Classification of Members of the Group.
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Not applicable.
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Item 9.
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Notice of Dissolution of Group.
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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.
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Schedule
13G
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CUSIP
No. 78478V209
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Page 5 of 5
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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, 2020
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/s/
Michael D. Tofias
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Michael
D. Tofias
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