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Ownership Summary Table
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Avon Road Partners | 0 | 4,440,104 | 0 | 4,440,104 | 4,440,104 | 31.6% |
| Robert A. Berman | 0 | 4,440,104 | 0 | 4,440,104 | 4,440,104 | 31.6% |
Page 1 of 8 – SEC Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Novume Solutions, Inc.
(Name of Issuer)
Common Stock, par value 0.0001 per share
(Title of Class of Securities)
67012D106
(CUSIP Number)
Avon Road Partners, L.P.
2029 Connecticut Ave NW
Washington, DC 20008
Chantilly, VA 20151
Attn: Robert A. Berman
(703) 953-3838
(Name, Address and Telephone Number of Person Authorized
to
Receive Notices and Communications)
August 28, 2017
(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 Rule 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
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).
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Page 2 of 8 – SEC Filing
| CUSIP No. 67012D106 | | |
| 1 | | NAMES OF REPORTING PERSONS Avon Road Partners, L.P. | ||||
| 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) SC(1), WC(1) | ||||
| 5 | | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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 | ||
| | 8 | | SHARED VOTING POWER 4,440,104(2) | |||
| | 9 | | SOLE DISPOSITIVE POWER 0 | |||
| | 10 | | SHARED DISPOSITIVE POWER 4,440,104(2) | |||
| 11 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,440,104(2) | ||||
| 12 | | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐ | ||||
| 13 | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 31.6%(2) | ||||
| 14 | | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN | ||||
(1)
See
Item 3 below.
See
Item 3 below.
(2)
See
Item 5 below.
See
Item 5 below.
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Page 3 of 8 – SEC Filing
| | | |
| CUSIP No. 67012D106 | | |
| 1 | | NAMES OF REPORTING PERSONS Robert A. Berman | ||||
| 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) SC(1), PF(1) | ||||
| 5 | | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐ | ||||
| 6 | | CITIZENSHIP OR PLACE OF ORGANIZATION United States | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 7 | | SOLE VOTING POWER 0 | ||
| | 8 | | SHARED VOTING POWER 4,440,104(2) | |||
| | 9 | | SOLE DISPOSITIVE POWER 0 | |||
| | 10 | | SHARED DISPOSITIVE POWER 4,440,104(2) | |||
| 11 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,440,104(2) | ||||
| 12 | | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐ | ||||
| 13 | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 31.6%(2) | ||||
| 14 | | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN | ||||
(1)
See
Item 3 below.
See
Item 3 below.
(2)
See
Item 5 below.
See
Item 5 below.
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Page 4 of 8 – SEC Filing
CUSIP No. 67012D106
ITEM 1. Security and Issuer.
The securities to which this Schedule 13D relates are the
common shares, $0.0001 par value per share (“Common
Shares”) of Novume Solutions, Inc., a Delaware corporation
(the “Issuer”) and warrants and options to purchase
Common Shares of the Issuer. The address of the executive offices
of the Issuer is 14420 Albemarle Point Place, Suite 200, Chantilly,
VA 20151.
ITEM 2. Identity and Background.
(a), (b), (c), (d), (e) and (f). This Schedule 13D
is being jointly filed by Avon Road Partners, L.P., a Delaware
limited partnership (“Avon”) and Robert A. Berman, a
United States citizen (“Mr. Berman”, and collectively
with Avon, the “Reporting Persons”). Mr. Berman is the
general partner of Avon. The principal business of Avon is
that of a
private investment vehicle engaged in investing and trading in a
wide variety of securities and financial instruments for its own
account. Mr. Berman’s principal occupation is serving as a
Director on the Board of Directors of the Issuer and is also the
Chief Executive Officer of the Issuer. The business address of Avon
is 2029 Connecticut Ave NW, Washington, DC 20008. Mr.
Berman’s business address is identical to the business
address of the Issuer as reported in Item 1 above. The Reporting
Persons have not, during the
last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) nor were they a party
to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of which 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.
ITEM 3. Source and Amount of Funds or Other
Consideration.
The Common Shares reported in this Schedule 13D are the subject of
an Amended and Restated Option Agreement by and between Avon, Dr.
Richard Nathan, and Mr. James K. McCarthy (the “Amended and
Restated Option Agreement”), the form of which was previously
filed with the Securities and Exchange Commission (the
“SEC”) by the Issuer, and a warrant to purchase Common
Shares of the Issuer (the “Avon Warrant”), the form of
which was previously filed with the SEC by the Issuer. The Amended
and Restated Option Agreement and the Avon Warrant were entered
into and issued, respectively, in connection with the closing of
the merger transactions on August 28, 2017 (the
“Mergers”) contemplated by that certain Second Amended
Agreement and Plan of Merger (the “Merger Agreement”)
dated as of July 12, 2017, by and among the Issuer, KeyStone
Solutions, Inc. (“KSI”), Brekford Traffic Safety, Inc.,
Brekford Merger Sub, Inc., and KeyStone Merger Sub, LLC, as
reported by the Issuer in its Current Report on Form 8-K as filed
with the SEC on August 29, 2017.
ITEM 4. Purpose of Transaction.
As a result of the closing of the Mergers, pursuant to the Amended
and Restated Option Agreement, the Reporting Persons exceeded 5%
beneficial ownership of Common Shares of the Issuer necessitating
the filing of this Schedule 13D. In addition, in the future
there may be additional issuances of stock options, restricted
stock, restricted stock units, or other equity grants to Mr. Berman
in connection with his employment by the Issuer which could result
in the acquisition of additional beneficial ownership of Common
Shares of the Issuer by Mr. Berman.
The Reporting Persons also reserve the right to purchase additional
Common Shares or to dispose of Common Shares in the open market, in
privately negotiated transactions or in any other lawful manner in
the future.
It is the current intent of the Issuer to continue to grow through
strategic acquisitions, and as a member of the Board and Chief
Executive Officer, Mr. Berman participates in the review and
evaluation of potential transactions and the consideration used,
including Common Shares of the Issuer.
Except as described above, the Reporting Persons presently have no
plans or proposals which relate to or would result in any action
enumerated in subparagraphs (a) through (j) of the
instructions for Item 4 of Schedule 13D.
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Page 5 of 8 – SEC Filing
CUSIP No. 67012D106
ITEM 5. Interest in Securities of the Issuer.
(a), (b) Pursuant to the Amended and Restated Option Agreement
issued in connection with the Mergers and pursuant to the Merger
Agreement, Avon has the option to purchase 2,725,836 Common Shares
of the Issuer from Mr. McCarthy, and 1,593,021 Common Shares of the
Issuer from Dr. Nathan. The Amended and Restated Option Agreement
expires on March 21, 2019. Pursuant to the Avon Warrant, Avon also
has a warrant to purchase 121,247 Common Shares of the Issuer. The
Avon Warrant expires on March 16, 2019. Each Reporting Person disclaims beneficial
ownership with respect to any Common Shares other than the shares
owned directly and of record by such Reporting Person, except to
the extent of any pecuniary interest therein with respect to each
such Reporting Person.
As the general partner of Avon, Mr. Berman may be deemed to share
with Avon (and not with any third party) the power to vote or
direct the vote of and to dispose or direct the disposition of the
4,440,104 Common Shares in the aggregate beneficially owned by
Avon.
The Reporting Persons may be deemed to be the beneficial owner with
shared voting and dispositive power of 4,440,104 Common Shares in
the aggregate, or 31.6% of the class of securities, as previously
disclosed in the Form 4 filed with the SEC on August 30, 2017 by
the Reporting Persons (the “Form 4”).
The calculation of percentage ownership is based on 13,933,991
Common Shares outstanding as of the closing of the Mergers on
August 28, 2017, as reported by the Issuer’s Transfer Agent
on August 31, 2017, plus the 121,247 Common Shares issuable upon
the exercise of the Avon Warrant. The 4,318,857 shares in the
aggregate underlying the Amended and Restated Option Agreement are
already outstanding as 2,725,836 Common Shares are held by Mr.
James McCarthy and 1,593,021 Common Shares are held by Dr. Richard
Nathan, respectively, and are therefore already included in the
issued and outstanding number of Common Shares of the Issuer as
reported by the Transfer Agent.
(c) During the last 60 days, the following transactions in the
Issuer’s Common Shares by the Reporting Persons occurred, as
previously reported in the Form 4 as filed with the
SEC:
Avon Road Partners, L.P.
| Trade Date | | Right to Acquire Common Shares | | Price Per Share ($) |
| 8/28/2017 | | 2,725,836 | | N/A – Exchanged for KSI McCarthy Option to Purchase in the Mergers pursuant to the Merger Agreement |
| 8/28/2017 | | 1,593,021 | | N/A –Exchanged for KSI Nathan Option to Purchase in the Mergers pursuant to the Merger Agreement |
| 8/28/2017 | | 121,247 | | N/A – Exchanged for the KSI Avon Warrant to Purchase in the Mergers pursuant to the Merger Agreement |
Other than the foregoing, no transactions in the Issuer’s
Common Shares have been effected by the Reporting Persons in the
last sixty (60) days.
(d) and (e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or
Relationship with Respect to the Securities of the
Issuer.
No contracts, arrangements, understandings, or relationships (legal
or otherwise) exist between Mr. McCarthy and any person with
respect to any securities of the Issuer, including, but not limited
to, transfer or voting of any of the securities, finder’s
fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, divisions of profits or loss, or the giving
or withholding of proxies, except for the Amended and Restated Avon
Road Option Agreement as set forth above in Item 3 and Item 5 and
incorporated herein by reference.
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Page 6 of 8 – SEC Filing
CUSIP No. 67012D106
Item 7. Material to be Filed as Exhibits.
Exhibit
99.1 – Joint Filing Agreement
99.1 – Joint Filing Agreement
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Page 7 of 8 – SEC Filing
CUSIP No. 67012D106
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.
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: September 7, 2017
AVON ROAD PARTNERS, L.P.
By:
Robert A. Berman, its General Partner
Robert A. Berman, its General Partner
/s/ Robert A. Berman
Robert
A. Berman
A. Berman
General
Partner
Partner
ROBERT A. BERMAN, INDIVIDUALLY
/s/ Robert A. Berman
Robert
A. Berman
A. Berman
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Page 8 of 8 – SEC Filing
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