13D Filing: Philotimo Fund, LP and Data I/O Corp (DAIO)

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. 4)¹

DATA I/O CORPORATION

(Name
of Issuer)

Class A Common Stock, no par value

(Title of Class of Securities)

237690102

(CUSIP Number)

Mr.
David L. Kanen

Kanen
Wealth Management, LLC

5850
Coral Ridge Drive, Suite 309

Coral Springs,
FL 33076

(631)
863-3100

ANDREW M. FREEDMAN, 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)

October 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

KANEN WEALTH MANAGEMENT, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

3

SEC USE ONLY

4

SOURCE OF FUNDS

OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

6

CITIZENSHIP OR PLACE OF ORGANIZATION

FLORIDA

NUMBER OF

7

SOLE VOTING POWER

SHARES

BENEFICIALLY

– 0 –

OWNED BY

8

SHARED VOTING POWER

EACH

REPORTING

1,506,917

PERSON WITH

9

SOLE DISPOSITIVE POWER

– 0 –

10

SHARED DISPOSITIVE POWER

1,506,917

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,506,917

12

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

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

18.4%

14

TYPE OF REPORTING PERSON

IA

	1		NAME OF REPORTING PERSON
				DAVID KANEN
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☐
	3		SEC USE ONLY
	4		SOURCE OF FUNDS
				PF
	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							310,602
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							1,506,917
PERSON WITH				9		SOLE DISPOSITIVE POWER
							310,602
				10		SHARED DISPOSITIVE POWER
							1,506,917
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				1,817,519
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				22.2%
	14		TYPE OF REPORTING PERSON
				IN

The following constitutes
Amendment No. 4 to the Schedule 13D filed by the undersigned (“Amendment No. 4”). This Amendment No. 4 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 Kanen Wealth Management, LLC and Mr. Kanen 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, except as otherwise noted, as set forth
in Schedule A, which is incorporated by reference herein. The aggregate purchase price of the 1,506,917 Shares beneficially owned
by Kanen Wealth Management, LLC is approximately $4,261,555, including brokerage commissions. The aggregate purchase price of the
310,602 Shares beneficially owned by Mr. Kanen is approximately $687,341, including brokerage commissions.

Item 5.

Interest in Securities of the Issuer.

Item 5 is hereby
amended and restated to read as follows:

The aggregate percentage
of Shares reported owned by each person named herein is based upon 8,172,491 Shares outstanding, as of July 27, 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 August 11, 2017.

A.

Kanen Wealth Management, LLC

(a)

As of the close of business on October, 10, 2017, Kanen Wealth Management, LLC beneficially owned 1,506,917 Shares.

Percentage: 18.4%

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 1,506,917 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 1,506,917

(c)

The transactions in the Shares by Kanen Wealth Management, LLC since the filing of Amendment No. 3 are set forth in Schedule A and are incorporated herein by reference.

B.

David Kanen

(a)

As of the close of business on October 10, 2017, Mr. Kanen directly beneficially owned 310,602 Shares. Mr. Kanen, as the managing member of Kanen Wealth Management, LLC, may be deemed the beneficial owner of the 1,506,917 Shares owned by Kanen Wealth Management, LLC.

Percentage: 22.2%

(b)

1. Sole power to vote or direct vote: 310,602 2. Shared power to vote or direct vote: 1,506,917 3. Sole power to dispose or direct the disposition: 310,602 4. Shared power to dispose or direct the disposition: 1,506,917

(c)

The transactions in the Shares by Mr. Kanen and Kanen Wealth Management, LLC since the filing of Amendment No. 3 are set forth in Schedule A and are incorporated herein by reference.

Kanen Wealth Management, LLC, in its role
as investment manager to several customer accounts (collectively, the “Accounts”) to which it furnishes investment advice,
and Mr. Kanen, as the managing member of Kanen Wealth Management, LLC, may each be deemed to beneficially own shares of the
Issuer’s Common Stock held in the Accounts.

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: October 10, 2017

	KANEN WEALTH MANAGEMENT, LLC
	By:	/s/ David Kanen
		Name:	David Kanen
		Title:	Managing Member, Kanen Wealth Management LLC

	/s/ David Kanen
	DAVID KANEN

SCHEDULE A

Transactions in the Shares of the
Issuer Since the Filing of Amendment No. 3 to the Schedule 13D

Nature of the Transaction

Amount of Shares Purchased/(Sold)

Price ($)

Date of Purchase/Sale

 

KANEN
WEALTH MANAGEMENT, llC

 

Sale of Common Stock	(8,211)	10.079*	09/28/2017
Sale of Common Stock	(300)	10.05*	09/29/2017
Sale of Common Stock	(20,245)	10.1171*	10/02/2017
Sale of Common Stock	(20,300)	10.2405*	10/03/2017
Sale of Common Stock	(752)	10.2*	10/04/2017
Client Withdrawal of Shares	51,557	–	10/05/2017

 

DAvid
Kanen

 

Sale of Common Stock

(4,010)

10.079*

09/28/2017

* This is the weighted average share price