SC 13D/A 1 f7262110sc13da2.htm AMENDMENT NO. 2
Rocky Mountain Chocolate Factory, Inc.
SC 13D/A on 07/27/2021   Download
SEC Document
SEC Filing

 

 

 

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. 2)*

 

Rocky Mountain Chocolate Factory, Inc.
(Name of Issuer)
 
Common Stock, $0.001 par value per share
(Title of Class of Securities)
 
77467X101
(CUSIP Number)
 
Global Value Investment Corp.
1433 N. Water Street, Suite 549
Milwaukee, WI 53202
(262) 478-0640
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
July 23, 2021
(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.

 

* 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).

 

 

 

 Page 1 of 16 
 

 

CUSIP No. 77467X101 13D Page 2 of 16

(1)       NAMES OF REPORTING PERSONS

Global Value Investment Corp.

(2)       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

(a) o     (b) o

(3)       SEC USE ONLY

(4)       SOURCE OF FUNDS (see instructions)

WC, OO

(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
0 shares
(8)     SHARED VOTING POWER
435,544 shares
(9)     SOLE DISPOSITIVE POWER
0 shares
(10)     SHARED DISPOSITIVE POWER
435,544 shares

(11)       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

435,544 shares

(12)       CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) o

(13)       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

7.11%*

(14)       TYPE OF REPORTING PERSON (see instructions)

IA

* Percentage calculated is based on 6,124,288 shares of common stock, par value $0.001 per share outstanding as of June 25, 2021, as reported in the Form 10-Q for the fiscal quarter ended May 31, 2021, of Rocky Mountain Chocolate Factory, Inc.

 

 Page 2 of 16 
 

 

CUSIP No. 77467X101 13D Page 3 of 16

(1)       NAMES OF REPORTING PERSONS

GVP 2021-A, L.P.

(2)       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

(a) o     (b) o

(3)       SEC USE ONLY

(4)       SOURCE OF FUNDS (see instructions)

WC, OO

(5)     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

(6)       CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF SHARES

BENEFICIALLY OWNED BY EACH

REPORTING PERSON WITH

(7)     SOLE VOTING POWER
0 shares
(8)     SHARED VOTING POWER
62,762 shares
(9)     SOLE DISPOSITIVE POWER
0 shares
(10)     SHARED DISPOSITIVE POWER
62,762 shares

(11)       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

62,762 shares

(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

(13)     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.02%*

(14)       TYPE OF REPORTING PERSON (see instructions)

PN

* Percentage calculated is based on 6,124,288 shares of common stock, par value $0.001 per share outstanding as of June 25, 2021, as reported in the Form 10-Q for the fiscal quarter ended May 31, 2021, of Rocky Mountain Chocolate Factory, Inc.

 

 Page 3 of 16 
 

 

CUSIP No. 77467X101 13D Page 4 of 16

(1)       NAMES OF REPORTING PERSONS

GVP 2021-A, L.L.C.

(2)       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

(a)      (b)

(3)       SEC USE ONLY

(4)       SOURCE OF FUNDS (see instructions)

WC, OO

(5)       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

(6)       CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF SHARES

BENEFICIALLY OWNED BY EACH

REPORTING PERSON WITH

(7) SOLE VOTING POWER
0 shares
(8) SHARED VOTING POWER
62,762 shares
(9) SOLE DISPOSITIVE POWER
0 shares
(10) SHARED DISPOSITIVE POWER
62,762 shares

(11)       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

62,762 shares

(12)       CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

(13)       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)


1.02%*

(14)       TYPE OF REPORTING PERSON (see instructions)

OO

* Percentage calculated is based on 6,124,288 shares of common stock, par value $0.001 per share outstanding as of June 25, 2021, as reported in the Form 10-Q for the fiscal quarter ended May 31, 2021, of Rocky Mountain Chocolate Factory, Inc.

 

 Page 4 of 16 
 

 

CUSIP No. 77467X101 13D Page 5 of 16

(1)       NAMES OF REPORTING PERSONS

Jeffrey R. Geygan

(2)       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

(a) o     (b) o

(3)       SEC USE ONLY

(4)       SOURCE OF FUNDS (see instructions)

PF

(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

United States of America

NUMBER OF SHARES

BENEFICIALLY OWNED BY EACH

REPORTING PERSON WITH

(7)     SOLE VOTING POWER
0 shares
(8)     SHARED VOTING POWER
435,544 shares
(9)     SOLE DISPOSITIVE POWER
0 shares
(10)     SHARED DISPOSITIVE POWER
435,544 shares

(11)       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

435,544 shares

(12)       CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) o

(13)       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

7.11%*

(14)       TYPE OF REPORTING PERSON (see instructions)

IN

* Percentage calculated is based on 6,124,288 shares of common stock, par value $0.001 per share outstanding as of June 25, 2021, as reported in the Form 10-Q for the fiscal quarter ended May 31, 2021, of Rocky Mountain Chocolate Factory, Inc. 

 

 Page 5 of 16 
 

 

CUSIP No. 77467X101 13D Page 6 of 16

(1)       NAMES OF REPORTING PERSONS

James P. Geygan

(2)       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

(a)      (b)

(3)       SEC USE ONLY

(4)       SOURCE OF FUNDS (see instructions)

PF

(5)      CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
(8)     SHARED VOTING POWER
435,544 shares
(9)     SOLE DISPOSITIVE POWER
0 shares
(10)     SHARED DISPOSITIVE POWER
435,544 shares

(11)       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

435,544 shares

(12)     CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

(13)       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

7.11%*

(14)       TYPE OF REPORTING PERSON (see instructions)

IN

       

* Percentage calculated is based on 6,124,288 shares of common stock, par value $0.001 per share outstanding as of June 25, 2021, as reported in the Form 10-Q for the fiscal quarter ended May 31, 2021, of Rocky Mountain Chocolate Factory, Inc.

 

 Page 6 of 16 
 

 

CUSIP No. 77467X101 13D Page 7 of 16

(1)       NAMES OF REPORTING PERSONS

Stacy A. Wilke

(2)       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

(a) o     (b) o

(3)       SEC USE ONLY

(4)       SOURCE OF FUNDS (see instructions)

PF

(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

United States of America

NUMBER OF SHARES

BENEFICIALLY OWNED BY EACH

REPORTING PERSON WITH

(7)     SOLE VOTING POWER
0 shares
(8)     SHARED VOTING POWER
730 shares
(9)     SOLE DISPOSITIVE POWER
0 shares
(10)     SHARED DISPOSITIVE POWER
730 shares

(11)       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

730 shares

(12)       CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) o

(13)       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Less than 1%*

(14)       TYPE OF REPORTING PERSON (see instructions)

IN

* Percentage calculated is based on 6,124,288 shares of common stock, par value $0.001 per share outstanding as of June 25, 2021, as reported in the Form 10-Q for the fiscal quarter ended May 31, 2021, of Rocky Mountain Chocolate Factory, Inc.

 

 Page 7 of 16 
 

 

CUSIP No. 77467X101 13D Page 8 of 16

(1)       NAMES OF REPORTING PERSONS

Kathleen M. Geygan

(2)       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

(a) o     (b) o

(3)       SEC USE ONLY

(4)       SOURCE OF FUNDS (see instructions)

PF

(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

United States of America

NUMBER OF SHARES

BENEFICIALLY OWNED BY EACH

REPORTING PERSON WITH

(7)     SOLE VOTING POWER
0 shares
(8)     SHARED VOTING POWER
10,600 shares
(9)     SOLE DISPOSITIVE POWER
0 shares
(10)     SHARED DISPOSITIVE POWER
10,600 shares

(11)       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

10,600 shares

(12)       CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) o

(13)       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Less than 1%*

(14)       TYPE OF REPORTING PERSON (see instructions)

IN

* Percentage calculated is based on 6,124,288 shares of common stock, par value $0.001 per share outstanding as of June 25, 2021, as reported in the Form 10-Q for the fiscal quarter ended May 31, 2021, of Rocky Mountain Chocolate Factory, Inc.

 

 Page 8 of 16 
 

 

CUSIP No. 77467X101 13D Page 9 of 16

(1)       NAMES OF REPORTING PERSONS

Robert Sarlls

(2)       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

(a) o     (b) o

(3)       SEC USE ONLY

(4)       SOURCE OF FUNDS (see instructions)

 

(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

United States of America

NUMBER OF SHARES

BENEFICIALLY OWNED BY EACH

REPORTING PERSON WITH

(7)     SOLE VOTING POWER
0 shares
(8)     SHARED VOTING POWER
0 shares
(9)     SOLE DISPOSITIVE POWER
0 shares
(10)     SHARED DISPOSITIVE POWER
0 shares

(11)       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0 shares

(12)       CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) o

(13)       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0%*

(14)       TYPE OF REPORTING PERSON (see instructions)

IN

* Percentage calculated is based on 6,124,288 shares of common stock, par value $0.001 per share outstanding as of June 25, 2021, as reported in the Form 10-Q for the fiscal quarter ended May 31, 2021, of Rocky Mountain Chocolate Factory, Inc.

 

 Page 9 of 16 
 

 

CUSIP No. 77467X101 13D Page 10 of 16

(1)       NAMES OF REPORTING PERSONS

Anthony Gray

(2)       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

(a) o     (b) o

(3)       SEC USE ONLY

(4)       SOURCE OF FUNDS (see instructions)

 

(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

United States of America

NUMBER OF SHARES

BENEFICIALLY OWNED BY EACH

REPORTING PERSON WITH

(7)     SOLE VOTING POWER
0 shares
(8)     SHARED VOTING POWER
0 shares
(9)     SOLE DISPOSITIVE POWER
0 shares
(10)     SHARED DISPOSITIVE POWER
0 shares

(11)       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0 shares

(12)       CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) o

(13)       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0%*

(14)       TYPE OF REPORTING PERSON (see instructions)

IN

* Percentage calculated is based on 6,124,288 shares of common stock, par value $0.001 per share outstanding as of June 25, 2021, as reported in the Form 10-Q for the fiscal quarter ended May 31, 2021, of Rocky Mountain Chocolate Factory, Inc.

 

 Page 10 of 16 
 

 

CUSIP No. 77467X101 13D Page 11 of 16

(1)       NAMES OF REPORTING PERSONS

Marcelle Rademeyer

(2)       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

(a) o     (b) o

(3)       SEC USE ONLY

(4)       SOURCE OF FUNDS (see instructions)

 

(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

Canada

NUMBER OF SHARES

BENEFICIALLY OWNED BY EACH

REPORTING PERSON WITH

(7)     SOLE VOTING POWER
0 shares
(8)     SHARED VOTING POWER
0 shares
(9)     SOLE DISPOSITIVE POWER
0 shares
(10)     SHARED DISPOSITIVE POWER
0 shares

(11)       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0 shares

(12)       CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) o

(13)       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0%*

(14)       TYPE OF REPORTING PERSON (see instructions)

IN

* Percentage calculated is based on 6,124,288 shares of common stock, par value $0.001 per share outstanding as of June 25, 2021, as reported in the Form 10-Q for the fiscal quarter ended May 31, 2021, of Rocky Mountain Chocolate Factory, Inc.

 

 Page 11 of 16 
 

 

EXPLANATORY NOTE

 

This Amendment No. 2 (this “Second Amendment”) amends and supplements the Schedule 13D filed on June 21, 2021, as amended on June 25, 2021 (the “Schedule 13D”), by the Reporting Persons relating to the Common Stock of the Issuer. Information reported in the Schedule 13D remains in effect except to the extent that it is amended, restated or superseded by information contained in this Second Amendment. Capitalized terms used but not defined in this Second Amendment have the respective meanings set forth in the Schedule 13D.

 

Item 2.Identity and Background.

 

Item 2 is amended restated as follows:

 

(a)Name

 

This Statement is filed by:

 

(i)Global Value Investment Corp., a Delaware corporation (“GVIC”);
(ii) GVP 2021-A, L.P., a Delaware limited partnership;
(iii) GVP 2021-A, L.L.C., a Delaware limited liability company;
(iv) Jeffrey R. Geygan, who serves as the chief executive officer and a director of GVIC and is a nominee for the Board;
(v) James P. Geygan, who serves as the chief operating officer of GVIC and is a nominee for the Board;
(vi) Stacy A. Wilke, who serves as the chief financial officer of GVIC;
(vii) Kathleen M. Geygan, who serves as a director of GVIC
(viii) Robert Sarlls, as a nominee for the Board;
(ix) Anthony Gray, as a nominee for the Board; and
(x) Marcelle Rademeyer, as a nominee for the Board.

 

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” GVIC, GVP 2021-A, L.P., GVP 2021-A, L.L.C., Mr. Jeffrey Geygan, Mr. James Geygan, Ms. Wilke and Ms. Geygan are referred to collectively as the “GVIC Persons.” Each of the Reporting Persons is party to the Joint Filing and Solicitation Agreement, as further described in Item 4 and filed as an exhibit to this Statement. Accordingly, the Reporting Persons are making a joint filing.

 

GVIC serves as investment adviser to managed accounts (collectively, the “Accounts”), and may be deemed to have beneficial ownership over the Common Stock held for the Accounts.

 

GVIC is the sole member of GVP 2021-A, L.L.C, the general partner of GVP 2021-A, L.P. GVIC may therefore be deemed to have beneficial ownership of the Common Stock held by GVP 2021-A, L.P.

 

Mr. Jeffrey Geygan, Mr. James Geygan, Ms. Wilke and Ms. Geygan each own shares of Common Stock in their individual capacities. These shares may be deemed to be indirectly beneficial owned by GVIC.

 

Mr. Jeffrey Geygan and Ms. Geygan are the directors of GVIC. Mr. Jeffrey Geygan, Mr. James Geygan and Ms. Wilke are the executive officers of GVIC. As a result of his ownership interest in GVIC, Mr. Jeffrey Geygan is the controlling person of GVIC. Mr. Jeffrey Geygan is also the controlling person of GVP 2021-A, L.L.C., which is the general partner of GVP 2021-A, L.P.

 

(b)Residence of Business Address

The address of the principal business and principal office of each of the Reporting Persons is c/o Global Value Investment Corp., 1433 N. Water Street, Suite 549, Milwaukee, WI 53202.

 

 Page 12 of 16 
 

 

(c)Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or Other Organization in Which Such Employment Is Conducted

The principal business of GVIC is acting as an investment manager.

The principal business of GVP 2021-A, L.P. is acting as an investment partnership.

The principal business of GVP 2021-A, L.L.C. is acting as the general partner of GVP 2021-A, L.P.

The principal occupation of Jeffrey R. Geygan is acting as the chief executive officer of GVIC.

The principal occupation of James P. Geygan is acting as the chief operating officer of GVIC.

The principal occupation of Stacy A. Wilke is acting as the chief financial officer of GVIC.

The principal occupation of Kathleen M. Geygan is acting as a director of GVIC.

The principal occupation of Robert Sarlls is acting as the president and chief executive officer of Wyandot, Inc., a manufacturer of better-for-you snacks and related products.

Anthony Gray is retired.

The principal occupation of Marcelle Rademeyer is acting as the president and chief executive officer of Beauleigh Retail Consultants.

 

(d)Criminal Convictions

During the past five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e)Civil Proceedings

During the past five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding such person was or is 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)Citizenship

Mr. Jeffrey Geygan, Mr. James Geygan, Ms. Wilke, Ms. Geygan and Messrs. Sarlls and Gray are citizens of the United States of America. Ms. Rademeyer is citizen of Canada. GVIC is a Delaware corporation. GVP 2021-A, L.P. is a Delaware limited partnership. GVP 2021-A, L.L.C. is a Delaware limited liability company.

 

Item 3.Source and Amount of Funds or Other Consideration.

 

Item 3 is amended and restated as follows:

 

All of the shares of Common Stock to which this Statement relates were purchased on behalf of the GVIC Persons using the investment or personal capital of the GVIC Persons. Such shares of Common Stock are or may be held from time to time in margin accounts established with their respective brokers or banks, and a portion of the purchase price for the Common Stock may have been obtained through margin borrowing. Common Stock positions held in margin accounts may be pledged as collateral security for the repayment of debit balances in the margin accounts. The aggregate purchase price of the 435,544 shares of Common Stock acquired was approximately $2,852,626.37 (excluding commissions).

 

 Page 13 of 16 
 

 

Item 4.Purpose of Transaction.

 

Item 4 is amended to add the following:

 

GVIC is actively monitoring the Issuer and its corporate governance practices. As previously disclosed, GVIC has expressed an interest to the Issuer in substantially increasing its ownership of Common Stock and obtaining commensurate governance rights. To this end, GVIC and the Issuer have discussed and continue to discuss the composition of the Board. GVIC reserves all rights in connection with the Issuer, including those in connection with its Nomination Notice. GVIC is committed to ensuring that the Board is appropriately composed of experienced directors who are focused on shareholder value.

 

Item 5.Interest in Securities of the Issuer.

 

Item 5 is amended and restated as follows:

 

(a) and (b)           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. As of 4:00 p.m., Eastern time, on July 26, 2021, the Reporting Persons beneficially owned 435,544 shares of Common Stock, representing approximately 7.11% of the outstanding shares of Common Stock. The percentage in this paragraph relating to beneficial ownership of Common Stock is based on 6,124,288 shares of Common Stock outstanding as of June 25, 2021, as reported in the Form 10-Q for the fiscal quarter ended May 31, 2021, of the Issuer.

 

Each Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed to be the beneficial owner of the shares of Common Stock directly owned by the other Reporting Persons. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

 

(c)Except as set forth in Schedule A, none of the Reporting Persons has effected any transactions in the Common Stock in the 60 days prior to the date of this Statement.

 

(d)No other person is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock covered by this Statement.

 

(e)Not applicable.

 

 

Item 7.Material to be Filed as Exhibits.

 

Exhibit Number   Description
6   Joinder to the Joint Filing and Solicitation Agreement

 

 Page 14 of 16 
 

 

SIGNATURES

 

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete, and correct.

 

Dated: July 26, 2021

  GLOBAL VALUE INVESTMENT CORP.
     
     
  By: /s/ Jeffrey R. Geygan
    Name: Jeffrey R. Geygan
    Title: Chief Executive Officer
     
 

GVP 2021-A, L.P.

By GVP 2021-A, L.L.C.

By GLOBAL VALUE INVESTMENT CORP.

     
     
  By: /s/ Jeffrey R. Geygan
    Name: Jeffrey R. Geygan
    Title: Chief Executive Officer
     
 

GVP 2021-A, L.L.C.

By GLOBAL VALUE INVESTMENT CORP

     
     
  By: /s/ Jeffrey R. Geygan
    Name: Jeffrey R. Geygan
    Title: Chief Executive Officer
     
     
    /s/ Jeffrey R. Geygan
  Jeffrey R. Geygan
     
     
  /s/ James P. Geygan
  Stacy A. Wilke
   
   
  /s/ Stacy A. Wilke
  Stacy A. Wilke
   
     
  /s/ Kathleen M. Geygan
  Kathleen M. Geygan
   
   
  /s/ Robert Sarlls
  Robert Sarlls
   
   
  /s/ Anthony Gray
  Anthony Gray
   
   
  /s/ Marcelle Rademeyer
  Marcelle Rademeyer

 

 Page 15 of 16 
 

 

Schedule A

 

Transactions by the Reporting Persons in the Past 60 Days

 

The following table sets forth all unreported transactions with respect to the Common Stock effected in the last 60 days by or on behalf of the Reporting Persons, inclusive of any transactions effected through 4:00 p.m., Eastern time, on July 26, 2021. Unless otherwise indicated, all such transactions were effected in the open market.

 

Person Effecting the
Transaction
  Transaction
Date
  Nature of Transaction   Securities
Purchased
  Price per
Share
GVIC   06/01/2021   Purchase of Common Stock   6,561   $6.15(1)
GVIC   06/02/2021   Purchase of Common Stock   47,189   $6.51(1)
Ms. Stacy Wilke   06/02/2021   Purchase of Common Stock   130   $6.51(1)
GVIC   06/03/2021   Purchase of Common Stock   21,908   $6.65(1)
GVIC   06/08/2021   Purchase of Common Stock   8,226   $6.82(1)
GVIC   06/22/2021   Purchase of Common Stock   39,895   $6.81(1)
Mr. Jeffrey Geygan (through trust)   06/22/2021   Purchase of Common Stock   10,000   $6.80(1)
Ms. Geygan   06/22/2021   Purchase of Common Stock   600   $6.80(1)
GVIC   07/09/2021   Sale of Common Stock   710   $8.00
GVIC   07/13/2021   Sale of Common Stock   45   $8.05
GVIC   07/21/2021   Purchase of Common Stock   14,751   $7.94(1)
GVP 2021-A, L.P.   07/21/2021   Purchase of Common Stock   10,657   $8.01(1)
Mr. James Geygan   07/21/2021   Purchase of Common Stock   305   $7.83
Ms. Stacy Wilke   07/21/2021   Purchase of Common Stock   15   $7.81
GVP 2021-A, L.P.   07/22/2021   Purchase of Common Stock   34,320   $8.23(1)
GVP 2021-A, L.P.   07/23/2021   Purchase of Common Stock   11,210   $8.25(1)
GVP 2021-A, L.P.   07/26/2021   Purchase of Common Stock   6,575   $8.31(1)

 

______________________

(1) This purchase price represents the weighted average purchase price of the shares purchased. Upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, the Reporting Persons will provide full information regarding the number of shares purchased at each separate price within the range set forth in this Statement.

 

 

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