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13D Filing: Harbert Discovery Fund, LP and Key Technology Inc (KTEC)

Published on February 6, 2018 at 9:34 am by Insider Monkey Staff in Hedge Funds

You can access the original SEC filing by clicking here.

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Harbert Discovery Fund 0 0 0 0 0 0%
Harbert Discovery Fund GP 0 0 0 0 0 0%
Harbert Fund Advisors, Inc 0 0 0 0 0 0%
Harbert Management Corporation 0 0 0 0 0 0%
Jack Bryant 0 0 0 0 0 0%
Kenan Lucas 0 0 0 0 0 0%
Raymond Harbert 0 0 0 0 0 0%

Page 1 of 16 – SEC Filing

UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

WASHINGTON,
DC 20549

SCHEDULE
13D

THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)*

Key Technology, Inc.
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
493143101
(CUSIP Number)

Kevin A. McGovern, Esq.

c/o Harbert Discovery Fund, LP

2100 Third Avenue North

Suite 600

Birmingham, AL 35203

Telephone Number 205-987-5500

(Name, Address and Telephone Number of Person
Authorized to Receive

Notices and Communications)
January 25, 2018
(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 ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [_].
* 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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Page 2 of 16 – SEC Filing

CUSIP No. 493143101
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Harbert Discovery Fund, LP
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
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

[_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14. TYPE OF REPORTING PERSON
PN

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Page 3 of 16 – SEC Filing

CUSIP No. 493143101
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Harbert Discovery Fund GP, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

(b)

[_]

[_]
3. SEC USE ONLY
4. SOURCE OF FUNDS
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
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

[_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14. TYPE OF REPORTING PERSON
OO

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Page 4 of 16 – SEC Filing

CUSIP No. 493143101
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Harbert Fund Advisors, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [_]
3. SEC USE ONLY
4. SOURCE OF FUNDS
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
Alabama
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  
[_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14. TYPE OF REPORTING PERSON
IA, CO

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Page 5 of 16 – SEC Filing

CUSIP No. 493143101
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Harbert Management Corporation
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [_]
3. SEC USE ONLY
4. SOURCE OF FUNDS
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
Alabama
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

[_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14. TYPE OF REPORTING PERSON
CO

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Page 6 of 16 – SEC Filing

CUSIP No. 493143101
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Jack Bryant
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

(b)

[_]

[_]
3. SEC USE ONLY
4. SOURCE OF FUNDS
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
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

[_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14. TYPE OF REPORTING PERSON
IN

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Page 7 of 16 – SEC Filing

CUSIP No. 493143101
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Kenan Lucas
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

(b)

[_]

[_]
3. SEC USE ONLY
4. SOURCE OF FUNDS
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
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

[_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14. TYPE OF REPORTING PERSON
IN

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Page 8 of 16 – SEC Filing

CUSIP No. 493143101
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Raymond Harbert
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

(b)

[_]

[_]
3. SEC USE ONLY
4. SOURCE OF FUNDS
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
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

[_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14. TYPE OF REPORTING PERSON
IN

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Page 9 of 16 – SEC Filing

CUSIP No. 493143101
Item 1. Security and Issuer.
The name of the issuer is Key Technology, Inc., an Oregon corporation (the “Issuer”).  The address of the Issuer’s principal executive offices is 150 Avery Street, Walla Walla, Washington 99362, United States of America.  This Schedule 13D relates to the Issuer’s common stock, no par value (the “Shares”).
Item 2. Identity and Background.
(a), (f) This Schedule 13D is being filed jointly by (i) Harbert Discovery Fund, LP, a Delaware limited partnership (the “Fund”), (ii) Harbert Discovery Fund GP, LLC, a Delaware limited liability company (the “Fund GP”), (iii) Harbert Fund Advisors, Inc., an Alabama corporation (“HFA”), (iv) Harbert Management Corporation, an Alabama corporation (“HMC”), (v) Jack Bryant, a United States citizen, (vi) Kenan Lucas, a United States citizen, and (vii) Raymond Harbert, a United States citizen (collectively, the “Reporting Persons”).
(b) The principal business address for each of the Reporting Persons is 2100 Third Avenue North, Suite 600, Birmingham, Alabama 35203.
(c) Jack Bryant and Kenan Lucas, are directors and co-portfolio managers of the Fund GP, which serves as general partner of the Fund.  Raymond Harbert is the controlling shareholder, Chairman and Chief Executive Officer of HMC, an alternative asset investment management firm that is the managing member of the Fund GP.  Mr. Harbert also serves as the Chairman, Chief Executive Officer and Director of HFA, an indirect, wholly owned subsidiary of HMC, which provides the Fund with certain operational and administrative services.  The principal business of the Fund is purchasing, holding and selling securities for investment purposes.
(d) None of the Reporting Persons have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the Reporting Persons have, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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.

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Page 10 of 16 – SEC Filing

Item 3. Source and Amount of Funds or Other Consideration.
The funds for the purchase of the Shares by the Fund came from the working capital of the Fund, over which HFA, HMC, the Fund GP, Jack Bryant, Kenan Lucas and Raymond Harbert, through their roles described above in Item 2(c), exercise investment discretion.  No borrowed funds were used to purchase the Shares, other than borrowed funds used for working capital purposes in the ordinary course of business.  The total costs of the Shares directly owned by Harbert Discovery Fund, LP is approximately $0.  
Item 4. Purpose of Transaction.
No changes from the Schedule 13D filed with the Securities and Exchange Commission on April 7, 2017.
Item 5. Interest in Securities of the Issuer.
(a) – (e)

As of the date hereof, (i) HFA, HMC, the Fund
GP, the Fund, Jack Bryant, Kenan Lucas and Raymond Harbert may be deemed to be the beneficial owners of 0 Shares, constituting
0% of the Shares, based upon *6,479,166 Shares outstanding.

HFA has the sole power to vote or direct the
vote of 0 Shares; has the shared power to vote or direct the vote of 0 Shares; has the sole power to dispose or direct the disposition
of 0 Shares; and has the shared power to dispose or direct the disposition of 0 Shares.

HMC has the sole power to vote or direct the
vote of 0 Shares; has the shared power to vote or direct the vote of 0 Shares; has the sole power to dispose or direct the disposition
of 0 Shares; and has the shared power to dispose or direct the disposition of 0 Shares.

The Fund GP has the sole power to vote or direct
the vote of 0 Shares; has the shared power to vote or direct the vote of 0 Shares; has the sole power to dispose or direct the
disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 0 Shares.

The Fund has the sole power to vote or direct
the vote of 0 Shares; has the shared power to vote or direct the vote of 0 Shares; has the sole power to dispose or direct the
disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 0 Shares.

Jack Bryant has the sole power to vote or direct
the vote of 0 Shares; has the shared power to vote or direct the vote of 0 Shares; has the sole power to dispose or direct the
disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 0 Shares.

Kenan Lucas has the sole power to vote or direct
the vote of 0 Shares; has the shared power to vote or direct the vote of 0 Shares; has the sole power to dispose or direct the
disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 0 Shares.

Raymond Harbert has the sole power to vote
or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 0 Shares; has the sole power to dispose or direct
the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 0 Shares.

The transactions by the Reporting Persons in
the securities of the Issuer during the past sixty days are set forth in Exhibit B. All such transactions were carried out in open
market transactions.

*This outstanding Shares figure reflects the
number of outstanding Shares at December 1, 2017, as reported in the Issuer’s Form 10-K, filed on December 12, 2017.

On January 25, 2018 each of the Reporting Persons
ceased to beneficially own any Shares. The filing of this Amendment No. 1 constitutes an exit filing for the Reporting Persons.

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Page 11 of 16 – SEC Filing

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Not Applicable.
Item 7. Material to be Filed as Exhibits.

Exhibit A: Joint Filing Agreement

Exhibit B: Schedule of Transactions in Shares

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Page 12 of 16 – SEC Filing

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.

January 29, 2018
(Date)
Harbert Discovery Fund, LP*
By:

Harbert Discovery Fund GP, LLC,

its General Partner
By:

Harbert Management Corporation,

its Managing Member
By: /s/ John McCullough

Executive Vice President and

General Counsel
Harbert Discovery Fund GP, LLC*
By:

Harbert Management Corporation,

its Managing Member
By: /s/ John McCullough

Executive Vice President and

General Counsel
Harbert Fund Advisors, Inc.*
By: /s/ John McCullough

Executive Vice President and

General Counsel

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Page 13 of 16 – SEC Filing

Harbert Management Corporation*
By: /s/ John McCullough

Executive Vice President and

General Counsel
/s/ Jack Bryant *

Jack Bryant
/s/ Kenan Lucas*
Kenan Lucas
/s/ Raymond Harbert*
Raymond Harbert

* This reporting person disclaims beneficial
ownership of these reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed
an admission that any such person is the beneficial owner of these securities for purposes of Section 16 of the U.S. Securities
Exchange Act of 1934, as amended, or for any other purpose.

Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (see 18 U.S.C. 1001).

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Page 14 of 16 – SEC Filing

Exhibit A

AGREEMENT

The undersigned agree that
this Amendment Number 1 to Schedule 13D, dated January 29, 2018, relating to the Common Stock, no par value of Key Technology,
Inc. shall be filed on behalf of the undersigned.

January 29, 2018
(Date)
Harbert Discovery Fund, LP
By:

Harbert Discovery Fund GP, LLC,

its General Partner
By:

Harbert Management Corporation,

its Managing Member
By: /s/ John McCullough

Executive Vice President and

General Counsel
Harbert Discovery Fund GP, LLC
By:

Harbert Management Corporation,

its Managing Member
By: /s/ John McCullough

Executive Vice President and

General Counsel
Harbert Fund Advisors, Inc.
By: /s/ John McCullough

Executive Vice President and

General Counsel

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Page 15 of 16 – SEC Filing

Harbert Management Corporation
By: /s/ John McCullough

Executive Vice President and

General Counsel
/s/ Jack Bryant
Jack Bryant
/s/ Kenan Lucas
Kenan Lucas
/s/ Raymond Harbert
Raymond Harbert

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Page 16 of 16 – SEC Filing

Exhibit B

Schedule of Transactions in Shares

Date of Transaction Title of Class

Number of

Shares Acquired

Number of

Shares

Disposed

Price

Per

Share
12/11/2017 Common Stock, no par value 5,000 19.9008
12/15/2017 Common Stock, no par value  340 21.2500
12/20/2017 Common Stock, no par value  174 21.2500
1/25/2018 Common Stock, no par value  50,000 26.6050
1/25/2018 Common Stock, no par value  100,000 26.6583
1/25/2018 Common Stock, no par value  50,000 26.6579
1/25/2018 Common Stock, no par value  168,917 26.6215

SK
03773 0032 7806663

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