Page 4 of 7 – SEC Filing
| CUSIP No. 92835K103 | SCHEDULE 13D/A | Page 4 of 7 Pages |
This Amendment No. 3 (Amendment No. 3) to the Schedule 13D (the
Schedule 13D) is being filed on behalf of Nokomis Capital, L.L.C., a Texas limited liability company (Nokomis Capital), and Mr. Brett Hendrickson, the principal of Nokomis Capital, relating to Common Stock,
$0.10 par value (the Common Stock), of Vishay Precision Group, Inc., a Delaware corporation (the Issuer). Capitalized terms used herein and not otherwise defined in this Amendment No. 3 have the meanings
set forth in the Schedule 13D. This Amendment No. 3 amends Items 3, 4, 5, 6 and 7 as set forth below.
| Item 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION |
Item 3 of the Schedule 13D is hereby amended and
restated in its entirety as follows:
As of the close of business on March 24, 2017, the Nokomis Accounts had invested $
28,358,299.79 (inclusive of brokerage commissions) in the Common Stock of the Issuer. The source of these funds was the working capital of the Nokomis Accounts.
| Item 4. | PURPOSE OF TRANSACTION |
Item 4 of the Schedule 13D is hereby amended and
supplemented by the addition of the following:
On March 24, 2017, Nokomis Capital entered into an agreement with the Issuer (the
Agreement) pursuant to which, among other things, the parties agreed (i) to cooperate to identify and appoint a new mutually acceptable independent director to serve on the Issuers Board until the Issuers 2018
annual meeting; (ii) if such a mutually acceptable director has not been appointed to the Board by June 30, 2017, then to appoint Wes Cummins to the Board effective July 1, 2017; and (iii) that Nokomis Capital would vote its
shares of Common Stock in a manner consistent with the recommendations of the Board for certain matters to be presented at the Issuers 2017 annual meeting of stockholders. In addition, Nokomis Capital agreed to abide by certain customary
standstill provisions during the Restricted Period (as defined in the Agreement). The foregoing summary of the Agreement is qualified in its entirety by reference to the full text of the Agreement, which is attached as Exhibit 99.1 hereto and
incorporated herein by reference.
Depending on various factors including, without limitation, the Issuers financial position and
strategic direction, actions taken by the Board, price levels of the shares of Common Stock, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, the
Reporting Persons may in the future take such actions with respect to their investment position in the Issuer as they deem appropriate including, without limitation, purchasing additional shares of Common Stock or selling some or all of their shares
of Common Stock, except as may be limited by the Agreement.
| Item 5. | INTEREST IN SECURITIES OF THE ISSUER |
Paragraphs (a) (c) of Item 5 of the Schedule
13D are hereby amended and restated in their entirety as follows:
