13D Filing: Moab Capital Partners and Perceptron Inc (NASDAQ:PRCP)

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. 6)¹

Perceptron, Inc.

(Name
of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

71361F100

(CUSIP Number)

CHAD
H. GOLDSTEIN

MOAB
CAPITAL PARTNERS, LLC

15 East 62^nd Street

New York, New York 10065

(212) 981-2623

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)

April 5, 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
§ 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).

1

NAME OF REPORTING PERSON

MOAB CAPITAL PARTNERS, 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 ITEM 2(d) OR 2(e)

☐

6

CITIZENSHIP OR PLACE OF ORGANIZATION

DELAWARE

NUMBER OF

7

SOLE VOTING POWER

SHARES

BENEFICIALLY

598,211

OWNED BY

8

SHARED VOTING POWER

EACH

REPORTING

– 0 –

PERSON WITH

9

SOLE DISPOSITIVE POWER

598,211

10

SHARED DISPOSITIVE POWER

– 0 –

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

598,211

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

6.4%

14

TYPE OF REPORTING PERSON

IA

1

NAME OF REPORTING PERSON

MOAB PARTNERS, L.P.

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 ITEM 2(d) OR 2(e)

☐

6

CITIZENSHIP OR PLACE OF ORGANIZATION

DELAWARE

NUMBER OF

7

SOLE VOTING POWER

SHARES

BENEFICIALLY

560,568

OWNED BY

8

SHARED VOTING POWER

EACH

REPORTING

– 0 –

PERSON WITH

9

SOLE DISPOSITIVE POWER

560,568

10

SHARED DISPOSITIVE POWER

– 0 –

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

560,568

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

6.0%

14

TYPE OF REPORTING PERSON

PN

	1		NAME OF REPORTING PERSON
				MICHAEL M. ROTHENBERG
	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 ITEM 2(d) OR 2(e)															☐
	6		CITIZENSHIP OR PLACE OF ORGANIZATION
				USA
NUMBER OF				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							598,211
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							-0-
PERSON WITH				9		SOLE DISPOSITIVE POWER
							598,211
				10		SHARED DISPOSITIVE POWER
							-0-
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				598,211
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				6.4%
	14		TYPE OF REPORTING PERSON
				IN, HC

The following constitutes
Amendment No. 6 to the Schedule 13D filed by the undersigned (“Amendment No. 6”). This Amendment No. 6 amends the Schedule
13D as specifically set forth herein.

Item 3.

Source and Amount of Funds or Other Consideration.

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

The Shares purchased
by Moab LP and held in the Managed Account were purchased with working capital (which may, at any given time, include margin loans
made by brokerage firms in the ordinary course of business) in open market purchases. The aggregate purchase price of the 560,568
Shares directly owned by Moab LP is approximately $3,387,000 including brokerage commissions. The aggregate purchase price of the
37,643 Shares held in the Managed Account is approximately $245,000, including brokerage commissions.

Item 5.

Interest in Securities of the Issuer.

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

The aggregate percentage
of Shares reported owned by each person named herein is based upon 9,391,467 Shares outstanding, as of February 1, 2017, which
is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities
and Exchange Commission on February 6, 2017.

A.

Moab LP

(a)

As of the close of business on April 6, 2017, Moab LP directly owned 560,568 Shares.

Percentage: Approximately 6.0%

(b)

1. Sole power to vote or direct vote: 560,568 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 560,568 4. Shared power to dispose or direct the disposition: 0

(c)

The transactions in the Shares by Moab LP since Amendment No. 5 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

B.

Moab LLC

(a)

As of the close of business on April 6, 2017, 37,643 Shares were held in the Managed Account. Moab LLC, as the investment adviser of Moab LP and the Managed Account, may be deemed the beneficial owner of the (i) 560,568 Shares directly owned by Moab LP and (ii) 37,643 Shares held in the Managed Account.

Percentage: Approximately 6.4%

(b)

1. Sole power to vote or direct vote: 598,211 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 598,211 4. Shared power to dispose or direct the disposition: 0

(c)

Moab LLC has not entered into any transactions in the Shares since Amendment No. 5 to the Schedule 13D. The transactions in the Shares on behalf of Moab LP and the Managed Account since Amendment No. 5 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

C.

Mr. Rothenberg

(a)

Mr. Rothenberg, as the managing member of Moab LLC, may be deemed the beneficial owner of the (i) 560,568 Shares directly owned by Moab LP and (ii) 37,643 Shares held in the Managed Account.

Percentage: Approximately 6.4%

(b)

1. Sole power to vote or direct vote: 598,211 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 598,211 4. Shared power to dispose or direct the disposition: 0

(c)

Mr. Rothenberg has not entered into any transactions in the Shares since Amendment No. 5 to the Schedule 13D. The transactions in the Shares on behalf of Moab LP and the Managed Account since Amendment No. 5 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

The Reporting Persons,
as members of a “group” for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may
be deemed the beneficial owner of the Shares 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.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended
to read as follows:

As previously disclosed
in Amendment No. 5 to the Schedule 13D, on February 7, 2017, each of Moab LP and Moab LLC, on behalf of the Managed Account, sold
short in the over the counter market, American-style call options referencing an aggregate of 5,700 Shares and 300 Shares, respectively,
which had an exercise price of $7.50 per Share and expired on March 17, 2017 (the “Call Options”).

On March 17, 2017,
the Call Options were assigned and accordingly, each of Moab LP and Moab LLC, on behalf of the Managed Account, are no longer parties
to the Call Options.

Schedule A is incorporated
herein by reference to this Item 6.

SIGNATURES

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

Dated: April 7, 2017

	Moab Partners, L.P.
	By:	Moab Capital Partners, LLC, Investment Adviser
	By:	/s/ Michael M. Rothenberg
		Name:	Michael M. Rothenberg
		Title:	Managing Director

	Moab Capital Partners, LLC
	By:	/s/ Michael M. Rothenberg
		Name:	Michael M. Rothenberg
		Title:	Managing Director

	/s/ Michael M. Rothenberg
	Michael M. Rothenberg

SCHEDULE A

Transactions
in the Shares Since Amendment No. 5 to the Schedule 13D

Nature of Transaction

Date of Transaction

Shares of Common Stock Purchased/(Sold)

Price ($)

 

MOAB
PARTNERS, L.P.

Sale of Common Stock	02/16/2017	(849)	8.4213
Sale of Common Stock	02/16/2017	(279)	8.4213
Sale of Common Stock	02/16/2017	(643)	8.4213
Sale of Common Stock	02/16/2017	(3,167)	8.4468
Sale of Common Stock	02/17/2017	(3,684)	8.4629
Sale of Common Stock	02/17/2017	(2,165)	8.4629
Sale of Common Stock	02/17/2017	(3,180)	8.4963
Sale of Common Stock	02/17/2017	(5,035)	8.4963
Sale of Common Stock	02/17/2017	(423)	8.4963
Sale of Common Stock	02/21/2017	(2,200)	8.7311
Sale of Common Stock	02/21/2017	(1,592)	8.7311
Sale of Common Stock	02/21/2017	(100)	8.7311
Sale of Common Stock	02/21/2017	(2,132)	8.7311
Sale of Common Stock	02/21/2017	(331)	8.7462
Sale of Common Stock	02/21/2017	(448)	8.7462
Sale of Common Stock	02/21/2017	(23,768)	8.7462
Sale of Common Stock	03/16/2017	(1,400)	8.5089
Sale of Common Stock	03/16/2017	(6,000)	8.5279
Sale of Common Stock*	03/17/2017	(5,700)	7.5000
Sale of Common Stock	03/24/2017	(188)	8.4785
Sale of Common Stock	03/28/2017	(1,900)	8.5002
Sale of Common Stock	03/29/2017	(5,100)	8.5340
Sale of Common Stock	03/30/2017	(300)	8.4865
Sale of Common Stock	04/05/2017	(252)	8.5621
Sale of Common Stock	04/05/2017	(1,300)	8.5621
Sale of Common Stock	04/05/2017	(1,100)	8.5621
Sale of Common Stock	04/05/2017	(9,500)	8.5621
Sale of Common Stock	04/05/2017	(6)	8.5617
Sale of Common Stock	04/05/2017	(2,000)	8.5621
Sale of Common Stock	04/05/2017	(9,842)	8.5621
Sale of Common Stock	04/05/2017	(2,000)	8.6081
Sale of Common Stock	04/06/2017	(5,998)	8.6975
Sale of Common Stock	04/06/2017	(2,810)	8.7140
Sale of Common Stock	04/06/2017	(5,000)	8.7000

^*Represents
a sale of Common Stock pursuant to the assignment of call options previously sold short by Moab Partners, L.P. 

MOAB
CAPITAL PARTNERS, LLC

(Through
the Managed Account)

 

Sale of Common Stock	02/16/2017	(129)	8.3939
Sale of Common Stock	02/16/2017	(231)	8.4468
Sale of Common Stock	02/17/2017	(341)	8.4629
Sale of Common Stock	02/17/2017	(12)	8.4625
Sale of Common Stock	02/17/2017	(522)	8.4921
Sale of Common Stock	02/21/2017	(566)	8.7462
Sale of Common Stock	02/21/2017	(99)	8.7462
Sale of Common Stock	02/21/2017	(818)	8.7462
Sale of Common Stock	02/21/2017	(364)	8.7311
Sale of Common Stock*	03/17/2017	(300)	7.5000
Sale of Common Stock	03/24/2017	(12)	8.1658

^*Represents
a sale of Common Stock pursuant to the assignment of call options previously sold short by Moab Capital Partners, LLC through
the Managed Account.