13D Filing: Zeff Capital, LP and TSR Inc (TSRI)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities
Exchange Act of 1934

TSR, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

872885207

(CUSIP Number)

Zeff Capital, LP

885 Sixth Avenue

New York, NY 10001

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

May 17, 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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [X]

Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule
13d-7 for other parties to whom copies are to be sent.

* 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).

CUSIP No.           872885207

CUSIP No.           872885207

CUSIP No.           872885207

SCHEDULE 13D

This statement on Schedule 13D relates
to the common stock, par value $0.01 per share (the “Common Stock”), of TSR, Inc. (the “Company”), a Delaware
corporation. The address of the Company’s principal executive offices is 400 Oser Avenue, Hauppauge, NY 11788.

(a)       This
Statement is filed as a joint statement pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934 (the “Exchange
Act”) by Zeff Capital L.P., a Delaware limited partnership (“Capital”), Zeff Holding Company, LLC, a Delaware
limited liability company (“Holding”), and Daniel Zeff (“Zeff”). Zeff, Capital and Holding are hereinafter
collectively referred to as the “Reporting Persons.” Zeff is the sole manager and member of Holding, which in turn
serves as the general partner for Capital. Accordingly, the Reporting Persons are making a group filing because, due to the relationship
between them, the Reporting Persons may be deemed to constitute a “group” for purposes of Section 13(d)(3) of the Exchange
Act.

(b)       The
address of the principal business and principal office of each of the Reporting Persons is 885 Sixth Ave, New York, NY 10001.

(c)       The
principal business of Mr. Zeff is that of investing in securities in his capacity as investment manager for Zeff Capital LP, and
as sole manager of Holding. The principal business of Capital is that of an investment partnership. The principal business of Holding
is acting as general partner for Capital.

(d)       None
of the Reporting Persons has during the last five years, been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).

(e)       None
of the Reporting Persons has 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, was or is 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 thereto.

(f)       Mr.
Zeff is a citizen of the United States. Capital and Holdings are organized under the laws of the State of Delaware.

The aggregate purchase price paid by
Capital for the shares of Common Stock reported herein was $544,226, which Capital paid utilizing its working capital. Such shares
of Common Stock are or may be held from time to time by in margin accounts established with their respective brokers or banks,
and a portion of the purchase price for the Common Stock may have been obtained through margin borrowing. Common Stock positions
held in margin accounts may be pledged as collateral security for the repayment of debit balances in the margin accounts.

SCHEDULE 13D

Capital acquired the shares
of Common Stock reported herein for investment purposes.

On May 17, 2017,
Capital delivered a letter (the “May 17 Letter”) to the Company indicating Capital’s interest in acquiring all
of the outstanding shares of Common Stock not already owned by Capital or its affiliates for $6.15 per share, in cash (the “Proposal”).
As noted in the May 17 Letter, the proposed price represents a premium of approximately 27% over the closing price on May 17, 2017.
The Reporting Persons intend to engage in substantive discussions with the Company regarding the Proposal and/or a similar negotiated
acquisition of the Company.

The Proposal is conditioned
upon, among other things, completion of satisfactory due diligence, completion of a financing plan, negotiation of mutually acceptable
definitive agreements and the satisfaction (or waiver) of the conditions expected to be set forth in such agreements.

The foregoing description
of the May 17 Letter is a summary, is not complete and is qualified in its entirety by reference to the full text of the May 17
Letter, a copy of which is attached to this Schedule 13D as Exhibit 99.1.

In the event that
Capital and the Company do not agree to pursue the transaction contemplated by the Proposal, the Reporting Persons intend to discuss
with the Company’s board of directors and senior management alternative transactions involving the Company. To that end,
the Reporting Persons may engage an investment bank or seek to cause the Company to engage an investment bank to explore strategic
alternatives and pursue an auction process. The Reporting Persons may also communicate with the board of directors of the Company
regarding various matters relating to board composition, management (including succession planning), the Company’s strategic
plans and other matters that the Reporting Persons deem appropriate. Such communications and discussions are likely to include
plans or proposals with respect to matters specified in clauses (a) through (j) of Item 4 of Schedule 13D, but the Reporting Persons
have not made a definitive determination to pursue, and may not pursue, any such plans or proposals.

There can be no assurance
that any of the Reporting Persons will enter into definitive agreements with respect to the Proposal upon the terms set forth in
the May 17 Letter or otherwise or that the transactions contemplated by the Proposal or any other transaction involving the Company
will be consummated. The Reporting Persons reserve the right to pursue all other options necessary to protect Capital’s investment
in the Company, including, but not limited to, pursuing other strategic buyers of the Company or its assets, seeking to change
the composition of the board of directors, exploring changes to the company’s management, selling Common Stock or other securities,
engaging in hedging transactions with respect to the Company’s securities and/or otherwise changing the Reporting Persons’
intention with respect to the Common Stock. Without limiting the foregoing, the Reporting Persons may acquire additional Common
Stock or dispose of Common Stock at any time and from time to time in the open market, in privately negotiated transactions or
otherwise. Although the foregoing represents the range of activities presently contemplated by the Reporting Persons, the scope
of possible activities is subject to change.

As of the close of business on May 16, 2017:

None.

Exhibit 99.2: Letter, dated May 17, 2017

Exhibit 99.1: Joint Filing Agreement,
dated as of May 17, 2017, by and among the Reporting Persons.

SIGNATURES

After reasonable inquiry and to the best
of their knowledge and behalf, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: May 17, 2017

/s/ Daniel Zeff            

Daniel Zeff

ZEFF
HOLDING COMPANY, LLC

By: /s/ Daniel Zeff     

Name: Daniel Zeff

Title: Manager

ZEFF
CAPITAL, L.P.

By: Zeff Holding Company,
LLC,

as general partner

By: /s/ Daniel Zeff     

Name: Daniel Zeff

Title: Manager