Sparton Corp (SPA): Engine Capital Signs Agreement & Appoints Two Directors

Page 14 of 17 – SEC Filing

H.	Norwood GP

(a)

Norwood GP, as the general partner of Norwood Investments, may be deemed to beneficially own the Shares owned beneficially by Norwood Investments.  As of the close of business on May 3, 2016, Norwood Investments may be deemed to beneficially own 311,589 Shares.

Percentage: Approximately 3.2%

(b)

1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 311,589

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 311,589

(c)

Norwood GP has not entered into any transactions in the Shares during the past sixty (60) days.

I.	Charles H. Hoeveler

(a)

As of the close of business on May 3, 2016, Mr. Hoeveler directly owned 7,524 Shares. As the managing partner of Norwood Investments and the managing member of Norwood GP, Mr. Hoeveler may be deemed to beneficially own the 311,589 Shares owned beneficially by Norwood Investments and Norwood GP.

Percentage: Approximately 3.2%

(b)

1. Sole power to vote or direct vote: 7,524

2. Shared power to vote or direct vote: 311,589

3. Sole power to dispose or direct the disposition: 7,524

4. Shared power to dispose or direct the disposition: 311,589

(c)

Mr. Hoeveler has not entered into any transactions in the Shares during the past sixty (60) days.

Each Reporting Person, as a member of a “group” with the other Reporting Persons 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.

(d)

No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.

(e)

Not applicable.

Item 6.

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

Item 6 is hereby amended to add the following:

On May 4, 2016, the Reporting Persons and the Issuer entered into the Settlement Agreement defined and described in Item 4 above and attached as Exhibit 99.1 hereto.

On May 4, 2016, the Reporting Persons terminated the Joint Filing and Solicitation Agreement.  A copy of such termination agreement is attached hereto as Exhibit 99.2.