Filing Details
- Accession Number:
- 0001654954-18-014245
- Form Type:
- 13D Filing
- Publication Date:
- 2018-12-21 16:23:00
- Filed By:
- Nathan Richard A
- Company:
- Rekor Systems Inc.
- Filing Date:
- 2018-12-21
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Richard A. Nathan | 1,614,201 | 0 | 1,614,201 | 0 | 1,614,201 | 8.59% |
Filing
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)*
| Novume
Solutions, Inc. |
| (Name of
Issuer) |
| Common
Stock, par value 0.0001 per share |
| (Title of Class of Securities) |
| 67012D106 |
| (CUSIP
Number) |
| Dr.
Richard A. Nathan, Novume Solutions, Inc. 14420
Albemarle Point Place, Suite 200 Chantilly,
VA 20151 (703)
953-3838 |
| (Name, address and telephone number of
person authorized to receive notices and
communications) |
| December 10,
2018 |
| (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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or
Rule 13d-1(g), check the following box .o
NOTE: Schedules
filed in paper format shall include a signed original and five
copies of the Schedule, including all exhibits. See Rule
13d-7(b) 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 the 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 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
PERSONS Richard A.
Nathan | |||
| 2 | CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
☐ (b)
☐ | |||
| 3 | SEC USE
ONLY | |||
| 4 | SOURCE OF
FUNDS N/A | |||
| 5 | CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or 2(e) ☐ | |||
| 6 | CITIZENSHIP OR
PLACE OF ORGANIZATION United
States | |||
| NUMBER
OF | 7 | SOLE VOTING
POWER | 1,614,2014(2) | |
| SHARES BENEFICIALLY | 8 | SHARED VOTING
POWER | 0 | |
| OWNED
BY EACH | 9 | SOLE DISPOSITIVE
POWER | 1,614,2014(2) | |
| REPORTING PERSON
WITH | 10 | SHARED DISPOSITIVE
POWER | 0 | |
| 11 | AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,614,2014(2) | |||
| 12 | CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||
| 13 | PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 8.59%(1) | |||
| 14 | TYPE OF REPORTING
PERSON IN | |||
(1) See Item 5 below.
CUSIP
No. 67012D106
ITEM
1. Security and Issuer.
The
securities to which this Schedule 13D relates are the common
shares, $0.0001 par value per share (“Common Shares”)
of Novume Solutions, Inc., a Delaware corporation (the
“Issuer”) and warrants to purchase Common Shares of the
Issuer. The address of the executive offices of the Issuer is 14420
Albemarle Point Place, Suite 200, Chantilly, VA 20151.
ITEM
2. Identity and Background.
(a),
(b), (c), (d), (e) and (f). This Schedule 13D is being filed by Dr.
Richard A. Nathan, an individual. Dr. Nathan serves as a Director
on the Board of Directors of the Issuer. His business address is
identical to the business address of the Issuer as reported in Item
1 above. Dr. Nathan has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) nor was he a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a
result of which was or is subject to a judgment, decree or final
order enjoining future violations of, orprohibiting or mandating
activities subject to, federal or state securities laws or finding
any violation with respect to such laws. Dr. Nathan is citizen of
the United States.
ITEM
3. Source and Amount of Funds or Other Consideration.
The
Common Shares reported in this Schedule 13D are the subject of
Avon Road Partners, L.P.’s, a
Delaware limited partnership (“Avon”), exercise
of options (the “Options”) to purchase 1,593,021 Common
Shares of the Issuer from Dr. Nathan at an exercise price of
$0.5155 per Common Share, on December 10, 2018, pursuant to the
Amended and Restated Option Agreement by and between Avon, Dr.
Richard Nathan, and Mr. James K. McCarthy (the “Amended and
Restated Option Agreement”), the form of which was previously
filed with the Securities and Exchange Commission (the
“SEC”) by the Issuer.
ITEM
4. Purpose of Transaction.
All of
the securities owned by Dr. Nathan have been acquired for
investment purposes. Dr. Nathan presently has no plans or proposals
which relate to or would result in any action enumerated in
subparagraphs (a) through (j) of the instructions for Item 4 of
Schedule 13D.
Pursuant to the
Amended and Restated Option Agreement, Avon exercised the Option to
purchase 1,593,021 Common Shares of the Issuer from Dr. Nathan at a
price of $0.5155 per share.
In the
future there may be additional issuances of stock options,
restricted stock, restricted stock units, or other equity grants to
Dr. Nathan in connection with his service on the Board of Directors
of the Issuer which could result in the acquisition of additional
beneficial ownership of Common Shares of the Issuer.
Dr.
Nathan also reserves the right to purchase additional Common Shares
or to dispose of Common Shares in the open market, in privately
negotiated transactions or in any other lawful manner in the
future.
ITEM 5. Interest in Securities of the Issuer.
(a),
(b) Pursuant to the Amended and Restated Option Agreement, Avon
exercised the Option to purchase 1,593,021 Common Shares of the
Issuer from Dr. Nathan at a price of $0.5155 per share. As a
result, Dr. Nathan holds directly 1,593,020 Common Shares of the
Issuer.
In
addition, Dr. Nathan holds Unit Warrant to purchase 4,849 shares of
our common stock at a $1.031 exercise price and (iii) 16,155 shares
of our common stock acquirable through the conversion of 10,000
shares of the Issuer’s Series A Preferred Stock at a $6.19
conversion price.
Dr.
Nathan may be deemed to be the beneficial owner with sole voting
and dispositive power of 1,614,024 shares in the aggregate of
Common Stock, or 8.59% of the class of securities.
The
calculation of percentage ownership is based on 18,767,619 shares
of Common Shares outstanding as of November 9, 2018, as reported on
the Issuer’s Quarterly Report for the period ended September
30, 2018.
(c)
During the last 60 days, the following transactions in the
Issuer’s Common Shares by the Reporting Persons occurred, as
previously reported in the Form 4 filed with the SEC on December
11, 2018 by Dr. Nathan:
| Seller |
Trade Date |
Sale of Common Shares |
Price Per Share ($) |
| Richard
A. Nathan | 12/10/2018 | 1,593,021
(1) | $0.5155 |
1. Pursuant to the
Amended and Restated Option Agreement, Avon exercised its Option to
purchase the shares from Dr. Nathan.
Other
than the foregoing, no transactions in the Issuer’s Common
Shares have been effected by the Reporting Persons in the last
sixty (60) days.
(c) and (e) Not
applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationship
with Respect to the Securities of the Issuer.
No
contracts, arrangements, understandings, or relationships (legal or
otherwise) exist between Dr. Nathan and any person with respect to
any securities of the Issuer, including, but not limited to,
transfer or voting of any of the securities, finder’s fees,
joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, divisions of profits or loss, or the giving
or withholding of proxies, except for the Amended and Restated Avon
Road Option Agreement as set forth above in Item 5 and incorporated
herein by reference.
SIGNATURES
After reasonable
inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
| | | | |
| | | | |
| Dated: December 21,
2018 | By: | /s/ Dr. Richard A. Nathan | |
| | | Dr. Richard A.
Nathan | |
| | | | |