Sono Tek Corp (OTCMKTS:SOTK): Charles Frumberg’s Emancipation Capital filed an amended 13D.
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You can access the original SEC filing by clicking here.
Ownership Summary Table
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Emancipation Management | 0 | 0 | 0 | 6,354,409 | 6,354,409 | 42.5% |
| Circle N Advisors | 0 | 0 | 0 | 6,354,409 | 6,354,409 | 42.5% |
| Charles Frumberg | 0 | 0 | 0 | 6,354,409 | 6,354,409 | 42.5% |
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Page 1 of 3 – SEC Filing
this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided in a prior cover page.
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 Instructions).
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Page 2 of 3 – SEC Filing
| 1 | NAME OF REPORTING PERSON Circle N Advisors, LLC I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | |
| 6 | SHARED VOTING POWER 0 | ||
| 7 | SOLE DISPOSITIVE POWER 0 | ||
| 8 | SHARED DISPOSITIVE POWER 6,354,409 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,354,409 | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 42.5% | ||
| 12 | TYPE OF REPORTING PERSON IA | ||
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Page 3 of 3 – SEC Filing
| ITEM 1(a). | NAME OF ISSUER: | |
ITEM 1(b).ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:
Milton, NY 12547
ITEM 2(a).NAME OF PERSON FILING:
(i) Emancipation Management LLC, a New York limited liability company (“Emancipation Management”), which owns Circle N (as defined below), with respect to the shares of Common Stock (as defined below) held in accounts managed by Circle N;
(ii) Circle N Advisors, LLC, a Delaware limited liability company (“Circle N”), with respect to the shares of Common Stock held in accounts managed by it;
(iii) Mr. Charles Frumberg (“Mr. Frumberg”), who serves as the managing member of Emancipation Management, with respect to the shares of Common Stock held in accounts managed by Circle N.
The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons.”
The filing of this statement should not be construed as an admission that any of the Reporting Persons is, for the purposes of Section 13 of the Act, the beneficial owner of the Common Stock reported herein.
The Reporting Persons have entered into a Joint Filing Agreement, dated February 16, 2016, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934.
ITEM 2(b).ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
The principal business address of Emancipation Management and Mr. Frumberg is 825 Third Avenue, New York, NY 10022. The principal business address of Circle N is 200 Westgate Business Center Dr., Fishkill, NY 12524.
ITEM 2(c).CITIZENSHIP:
Emancipation Management is a New York limited liability company. Circle N is a Delaware limited liability company. Mr. Frumberg is a citizen of the United States of America.
ITEM 2(d).TITLE OF CLASS OF SECURITIES:
ITEM 2(e).CUSIP NUMBER:
ITEM 3.IF THIS STATEMENT IS FILED PURSUANT TO SECTION 240.13d-1(b), or 13d-2(b) or (c) CHECK WHETHER THE PERSON FILING IS A:
[ ]
Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78c);
[ ]
Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
[ ]
Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
[ ]
Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);
[X]
An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E);
[ ]
An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F);
[ ]
A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G);
[ ]
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
[ ]
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
[ ]
A non-U.S. institution in accordance with 240.13d-1(b)(1)(ii)(J);
[ ]
Group, in accordance with 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with 240.13d1(b)(1)(ii)(J), please specify the type of institution:
ITEM 4.OWNERSHIP(a) Amount beneficially owned:6,354,409(b) Percent of class:42.5%(c) Number of shares as to which the person has:(i) sole power to vote or to direct the vote:Emancipation Management LLC – 0
Circle N Advisors, LLC – 0
Charles Frumberg – 0
(ii) shared power to vote or to direct the vote:Emancipation Management LLC – 0
Circle N Advisors, LLC – 0
Charles Frumberg – 0
(iii) sole power to dispose or direct the disposition of:Emancipation Management LLC – 0
Circle N Advisors, LLC – 0
Charles Frumberg – 0
(iv) shared power to dispose or to direct the disposition of:Emancipation Management LLC – 6,354,409
Circle N Advisors, LLC – 6,354,409
Charles Frumberg – 6,354,409
ITEM 5.OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
[ ].
ITEM 6.OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
ITEM 7.IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
ITEM 8.IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
ITEM 9.NOTICE OF DISSOLUTION OF GROUP:
ITEM 10.CERTIFICATION:
By signing below each Reporting Person certifies that, to the best of his or its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under 240.14a-11.
