13D Filing: Horton Capital Management, LLC and Safeguard Scientifics Inc (SFE)

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. 1)¹

Safeguard Scientifics, Inc.

(Name
of Issuer)

Common Stock, Par Value $0.10 Per Share

(Title of Class of Securities)

786449207

(CUSIP Number)

JOSEPH M.
MANKO, JR.

HORTON
CAPITAL PARTNERS, LLC

1717
Arch Street, Suite 3920

Philadelphia,
PA 19103

(215)
399-5402

DARREN
C. WALLIS

MAPLEWOOD
PARTNERS, LLC

555.
E. Lancaster Avenue, Suite 520

Radnor,
PA 19087

(610)
816-6660

[With
a copy to]

ANDREW
FREEDMAN, ESQ.

MEAGAN
REDA, ESQ.

OLSHAN
FROME WOLOSKY LLP

1325
Avenue of the Americas

New
York, New York 10019

(212)
451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices
and Communications)

February 8, 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 §§ 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.

1
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).

The following constitutes
Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”).

Item 3 is hereby
amended and restated to read as follows:

The shares of Common
Stock acquired by the Reporting Persons were purchased with working capital of each of HCPF, AVI, HCM, MAIM and Sierra (which may,
at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases. The
net investment costs (including commissions, if any) of the Shares directly owned by the Reporting Persons is approximately $12,627,869,
including the net cost of Shares. The amounts paid were funded by working capital.

Item 4 is hereby
amended to add the following:

As previously disclosed
in the Schedule 13D, the Reporting Persons have engaged in numerous discussions with one or more members of the Issuer’s
Board of Directors (the “Board”), including Chairman Robert Rosenthal, regarding the opportunities they believe are
available to drive shareholder value at the Issuer, including with respect to board composition. As part of this ongoing dialogue
and the Reporting Persons good faith effort to work constructively with the Issuer, the Reporting Persons submitted a list of director
candidates for potential appointment to the Board per the Issuer’s request.

On February 8, 2018,
the Reporting Persons announced that in light of the upcoming February 23, 2018 deadline to nominate director candidates for election
to the Board at the Issuer’s 2018 annual meeting of shareholders (the “Annual Meeting”), the Reporting Persons
are preparing to nominate a slate of highly-qualified candidates for election to the Board at the Annual Meeting if they are unable
to reach an amicable resolution with the Issuer before the nomination deadline. While the Reporting Persons are still in the process
of evaluating the degree of change that they believe is necessary on the Board and the number of candidates they will seek to elect,
at this time, it is their intention to nominate at least three of the director candidates whom they have submitted for interviews
with the Issuer. The Reporting Persons also cautioned the Board against taking any steps to diminish or suppress the rights of
its shareholders to nominate and seek the election of director candidates at the Annual Meeting, including, without limitation,
any changes to its corporate governance structure.

The Reporting Persons
remain hopeful that they can reach an amicable resolution with the Issuer that is in the best interests of all shareholders. However,
the Reporting Persons are disappointed that the Issuer’s Chief Executive Officer and Chief Operating Officer appear to be
the individuals leading the process of interviewing the director candidates submitted by the Reporting Persons rather than the
Chairman of the Board and Chairman of the Nominating and Corporate Governance Committee of the Board, as repeatedly requested by
the Reporting Persons.

Items 5(a) –(c)
are hereby amended and restated to read as follows:

The percentages
used herein are calculated based upon 20,412,398 shares of Common Stock issued and outstanding as of October 24, 2017, as reported
in the Quarterly Report on Form 10-Q filed by the Issuer with the SEC on October 26, 2017.

As of the close
of business on February 9, 2018:

1. HCM

(a) Amount beneficially owned: 1,035,542*

(b) Percent of class: 5.1% *

(i) Sole power to vote or direct the vote: 0

(ii) Shared power to vote or direct the vote: 1,035,542*

(iii) Sole power to dispose or direct the disposition: 0

(iv) Shared power to dispose or direct the disposition: 1,035,542*

2. Mr. Manko

(a) Amount beneficially owned: 1,035,542*

(b) Percent of class: 5.1% *

(i) Sole power to vote or direct the vote: 0

(ii) Shared power to vote or direct the vote: 1,035,542*

(iii) Sole power to dispose or direct the disposition: 0

(iv) Shared power to dispose or direct the disposition: 1,035,542*

3. MAIM

(a) Amount beneficially owned: 1,022,665*

(b) Percent of class: 5.0% *

(i) Sole power to vote or direct the vote: 0

(ii) Shared power to vote or direct the vote: 1,022,665*

(iii) Sole power to dispose or direct the disposition: 0

(iv) Shared power to dispose or direct the disposition: 1,022,665*

4. MP

(a) Amount beneficially owned: 1,022,665*

(b) Percent of class: 5.0% *

(i) Sole power to vote or direct the vote: 0

(ii) Shared power to vote or direct the vote: 1,022,665*

(iii) Sole power to dispose or direct the disposition: 0

(iv) Shared power to dispose or direct the disposition: 1,022,665*

5. Mr. Wallis

(a) Amount beneficially owned: 1,022,665*

(b) Percent of class: 5.0% *

(i) Sole power to vote or direct the vote: 0

(ii) Shared power to vote or direct the vote: 1,022,665*

(iii) Sole power to dispose or direct the disposition: 0

(iv) Shared power to dispose or direct the disposition: 1,022,665*

6. HCP

(a) Amount beneficially owned: 730,820*

(b) Percent of class: 3.6%*

(i) Sole power to vote or direct the vote: 0

(ii) Shared power to vote or direct the vote: 730,820*

(iii) Sole power to dispose or direct the disposition: 0

(iv) Shared power to dispose or direct the disposition: 730,820*

7. Sierra

(a) Amount beneficially owned: 707,845*

(b) Percent of class: 3.5%*

(i) Sole power to vote or direct the vote: 0

(ii) Shared power to vote or direct the vote: 707,845*

(iii) Sole power to dispose or direct the disposition: 0

(iv) Shared power to dispose or direct the disposition: 707,845*

8. MGP

(a) Amount beneficially owned: 707,845*

(b) Percent of class: 3.5%*

(i) Sole power to vote or direct the vote: 0

(ii) Shared power to vote or direct the vote: 707,845*

(iii) Sole power to dispose or direct the disposition: 0

(iv) Shared power to dispose or direct the disposition: 707,845*

9. HCPF

(a) Amount beneficially owned: 22,975*

(b) Percent of class: Less than 1%*

(i) Sole power to vote or direct the vote: 0

(ii) Shared power to vote or direct the vote: 22,975*

(iii) Sole power to dispose or direct the disposition: 0

(iv) Shared power to dispose or direct the disposition: 22,975*

10. AVI

(a) Amount beneficially owned: 10,098*

(b) Percent of class: Less than 1%*

(i) Sole power to vote or direct the vote: 0

(ii) Shared power to vote or direct the vote: 10,098*

(iii) Sole power to dispose or direct the disposition: 0

(iv) Shared power to dispose or direct the disposition: 10,098*

11. MAGP

(a) Amount beneficially owned: 10,098*

(b) Percent of class: Less than 1%*

(i) Sole power to vote or direct the vote: 0

(ii) Shared power to vote or direct the vote: 10,098*

(iii) Sole power to dispose or direct the disposition: 0

(iv) Shared power to dispose or direct the disposition: 10,098*

*Sierra
owns directly 707,845 shares of Common Stock. Pursuant to investment management agreements, HCM and MAIM maintain investment
and voting power with respect to the securities held by Sierra. However, despite the delegation of investment and voting power
to HCM and MAIM, HCP and MGP may be deemed to be the beneficial owners of such securities under Rule 13d-3 of the Act because HCP
and MGP have the right to acquire investment and voting power through termination of investment management agreements with HCM
and MAIM. HCPF owns directly 22,975 shares of Common Stock, including
100 shares that are held in record name. Pursuant to investment management agreements, HCM maintains investment and voting
power with respect to the securities held by HCPF. However, despite the delegation of investment and voting power to HCM, HCP may
be deemed to be the beneficial owner of such securities under Rule 13d-3 of the Act because HCP has the right to acquire investment
and voting power through termination of investment management agreements with HCM. AVI
owns directly 10,098 shares of Common Stock. Pursuant to investment management agreements, MAIM maintains investment and
voting power with respect to the securities held by AVI.   However, despite the delegation of investment and voting
power to MAIM, MAGP may be deemed to be the beneficial owner of such securities under Rule 13d-3 of the Act because MAGP has the
right to acquire investment and voting power through termination of investment management agreements with MAIM. HCM and MAIM also
act as investment advisers to certain jointly managed accounts. Under investment management agreements with these jointly managed
account clients, HCM and MAIM have investment and voting power with respect to 304,722 shares of Common Stock held in the client
managed accounts. HCP and MGP are the general partners for Sierra. MAGP is the general partner of AVI. HCP is the general partner
of HCPF. Mr. Manko is the managing member of HCM and HCP. MP is the parent company of MGP, MAIM and MAGP. Mr. Wallis is the
managing member of MP, MGP, MAGP, and MAIM. By reason of the provisions of Rule 13d-3 of the Act, (i) each of MP, Mr. Wallis and
MAIM may be deemed to beneficially own 1,022,665
shares of Common Stock held by AVI, Sierra and the managed accounts, (ii) each of HCM and Mr. Manko may be deemed to beneficially
own 1,035,542 shares of Common Stock held
by HCP, Sierra and the managed accounts, (iii) HCP may be deemed to beneficially own 730,820
shares of Common Stock held by HCPF and Sierra, (iv) MGP may be deemed to beneficially own 707,845 shares of Common Stock
held by Sierra, and (v) MAGP may be deemed to beneficially own 10,098
shares of Common Stock held by AVI. The Reporting Persons collectively own an aggregate of 1,045,640 shares of Common Stock,
constituting approximately 5.1% of the outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership
of any of the securities covered by this Schedule 13D except to the extent of his or its pecuniary interest therein.

(c)       Schedule
A attached to this Amendment No. 1 to the Schedule 13D and incorporated herein by reference lists all transaction in the shares
of Common Stock effected by the Reporting Persons since the filing of the Schedule 13D.

(d)       No
person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends
from, or proceeds from the sale of, the Shares.

(e)       Not
applicable.

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.

SCHEDULE A

This Schedule A
sets forth information with respect to transactions in shares of Common Stock of the Issuer by the Reporting Persons since the
filing of the Schedule 13D. All transactions were effected in the open market through a broker.

Horton Capital Partners Fund, LP