Filing Details
- Accession Number:
- 0001654954-18-014246
- Form Type:
- 13D Filing
- Publication Date:
- 2018-12-21 16:23:48
- Filed By:
- Avon Road Partners, L.p.
- 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 |
|---|---|---|---|---|---|---|
| Avon Road Partners | 0 | 4,440,104 | 0 | 4,440,104 | 4,440,104 | 23.7(2) 14 TYPE OF REPORTING PERSON PN (1) See Item 3 below. (2) See Item 5 below. 2 CUSIP No. 67012D106 SCHEDULE 13D Page 3 of 7 Pages 1 NAME OF REPORTING PERSONS Robert A. Berman 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS PF(1) 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 22,000 SHARES BENEFICIALLY 8 SHARED VOTING POWER 4,440,104(2) OWNED BY EACH 9 SOLE DISPOSITIVE POWER 22,000 REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER 4,440,104(2) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,462,104(2) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 23.8(2) 14 TYPE OF REPORTING PERSON IN (1) See Item 3 below. (2) See Item 5 below 3 CUSIP No. 67012D106 SCHEDULE 13D Page 4 of 7 Pages This Amendment No. 1 (the Amendment ) amends and supplements the statement on Schedule 13D (the Schedule 13D ) filed by Avon Road Partners, L.P., a Delaware limited partnership ( Avon ) and Robert A. Berman, a United States Citizen ( Mr. Berman , and collectively with Avon, the Reporting Persons ) on September 7, 2017, relating to the beneficial ownership of shares of common stock, par value 0.0001 per share, of Novume Solutions, Inc. (the Company ). Except as specifically provided herein, this Amendment does not modify any of the information previously reported in the Schedule 13D ITEM 1. Security and Issuer. The securities to which this amended Schedule 13D relates are the common shares, 0.0001 par value per share ( Common Shares ) of Novume Solutions, Inc., a Delaware corporation (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 jointly filed by Avon and Mr. Berman. Mr. Berman is the general partner of Avon. The principal business of Avon is that of a private investment vehicle engaged in investing and trading in a wide variety of securities and financial instruments for its own account. Mr. Berman s principal occupation is serving as a Director on the Board of Directors of the Issuer and is also the Chief Executive Officer and President of the Issuer. The business address of Avon is 2029 Connecticut Ave. NW, Washington, DC 20008. Mr. Berman s business address is identical to the business address of the Issuer as reported in Item 1 above. The Reporting Persons have not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor were they 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, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 3. Source and Amount of Funds or Other Consideration. The Common Shares reported in this Schedule 13D are the subject of (i) Mr. Berman s purchase of 22,000 Common Shares of the Issuer on the open market, at a purchase price of 0.8466 per Common Share, on November 16, 2018 (ii) Avon s exercise of options (the Options ) to purchase 2,725,836 Common Shares of the Issuer from Mr. James K. McCarthy at an exercise price of 0.5155 per Common Share, and 1,593,021 Common Shares of the Issuer from Dr. Richard 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 and (iii) Avon s exercise of a warrant to purchase 121,247 Common Shares of the Issuer at an exercise price of 1.031 (the Avon Warrant ) on December 5, 2017, the form of which was previously filed with the SEC by the Issuer. The Amended and Restated Option Agreement and the Avon Warrant were entered into and issued, respectively, in connection with the closing of the merger transactions on August 28, 2017 (the Mergers ) contemplated by that certain Second Amended Agreement and Plan of Merger (the Merger Agreement ) dated as of July 12, 2017, by and among the Issuer, KeyStone Solutions, Inc., Brekford Traffic Safety, Inc., Brekford Merger Sub, Inc., and KeyStone Merger Sub, LLC, as reported by the Issuer in its Current Report on Form 8-K as filed with the SEC on August 29, 2017. The securities held by Avon were purchased with funds held by Avon. The securities held by Berman were purchased with personal funds of Berman. ITEM 4. Purpose of Transaction. All of the securities owned by the Reporting Person have been acquired for investment purposes. The Reporting Persons presently have 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 issued in connection with the Mergers, Avon exercised the option to purchase 2,725,836 Common Shares of the Issuer from Mr. McCarthy at a price of 0.5155 per share, and 1,593,021 Common Shares of the Issuer from Dr. Nathan at a price of 0.5155 per share. Pursuant to the Avon Warrant, Avon also exercised a warrant to purchase 121,247 Common Shares of the Issuer at a price of 1.031 per share. In addition, in the future there may be additional issuances of stock options, restricted stock, restricted stock units, or other equity grants to Mr. Berman in connection with his employment by the Issuer which could result in the acquisition of additional beneficial ownership of Common Shares of the Issuer by Mr. Berman. The Reporting Persons also reserve 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. It is the current intent of the Issuer to continue to grow through strategic acquisitions, and as a member of the Board and Chief Executive Officer, Mr. Berman participates in the review and evaluation of potential transactions and the consideration used, including Common Shares of the Issuer. ITEM 5. Interest in Securities of the Issuer. (a), (b) Pursuant to the Amended and Restated Option Agreement issued in connection with the Mergers, Avon exercised the option to purchase 2,725,836 Common Shares of the Issuer from Mr. McCarthy at a price of 0.5155 per share, and 1,593,021 Common Shares of the Issuer from Dr. Nathan at a price of 0.5155 per share. Pursuant to the Avon Warrant, Avon also exercised a warrant to purchase 121,247 Common Shares of the Issuer at a price of 1.031 per share. Each Reporting Person disclaims beneficial ownership with respect to any Common Shares other than the shares owned directly and of record by such Reporting Person, except to the extent of any pecuniary interest therein with respect to each such Reporting Person. 4 CUSIP No. 67012D106 SCHEDULE 13D Page 5 of 7 Pages Avon may be deemed to be the beneficial owner with shared voting and dispositive power of 4,440,104 Common Shares in the aggregate, or 23.7% |
| Robert A. Berman | 22,000 | 4,440,104 | 22,000 | 4,440,104 | 4,462,104 |
Filing
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
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) |
| Avon
Road Partners, L.P., Connecticut Ave NW, Washington, DC
20008 Attn:
Robert A. Berman (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)
| CUSIP No.
67012D106 | SCHEDULE
13D | Page 2 of 7
Pages |
| 1 | NAME OF REPORTING
PERSONS Avon Road Partners,
L.P. | |||
| 2 | CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
☐ (b)
☐ | |||
| 3 | SEC USE
ONLY | |||
| 4 | SOURCE OF
FUNDS WC(1) | |||
| 5 | CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) ☐ | |||
| 6 | CITIZENSHIP OR
PLACE OF ORGANIZATION Delaware | |||
| NUMBER
OF | 7 | SOLE VOTING
POWER | 0 | |
| SHARES BENEFICIALLY | 8 | SHARED VOTING
POWER |
4,440,104(2) | |
| OWNED
BY EACH | 9 | SOLE DISPOSITIVE
POWER | 0 | |
| REPORTING PERSON
WITH | 10 | SHARED DISPOSITIVE
POWER | 4,440,104(2) | |
| 11 | AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,440,104(2) | |||
| 12 | CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ☐ | |||
| 13 | PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 23.7(2) | |||
| 14 | TYPE OF REPORTING
PERSON PN | |||
(1)
See Item 3
below.
(2)
See Item 5
below.
2
| CUSIP No.
67012D106 | SCHEDULE
13D | Page 3 of 7
Pages |
| 1 | NAME OF REPORTING
PERSONS Robert A.
Berman | |||
| 2 | CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
☐ (b)
☐ | |||
| 3 | SEC USE
ONLY | |||
| 4 | SOURCE OF
FUNDS PF(1) | |||
| 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 | 22,000 | |
| SHARES BENEFICIALLY | 8 | SHARED VOTING
POWER |
4,440,104(2) | |
| OWNED
BY EACH | 9 | SOLE DISPOSITIVE
POWER | 22,000 | |
| REPORTING PERSON
WITH | 10 | SHARED DISPOSITIVE
POWER | 4,440,104(2) | |
| 11 | AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,462,104(2) | |||
| 12 | CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ☐ | |||
| 13 | PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 23.8(2) | |||
| 14 | TYPE OF REPORTING
PERSON IN | |||
(1)
See Item 3
below.
(2)
See Item 5
below
3
| CUSIP No.
67012D106 | SCHEDULE
13D | Page 4 of 7
Pages |
This
Amendment No. 1 (the “Amendment”) amends and
supplements the statement on Schedule 13D (the “Schedule
13D”) filed by Avon Road Partners, L.P., a Delaware limited
partnership (“Avon”) and Robert A. Berman, a United
States Citizen (“Mr. Berman”, and collectively with
Avon, the “Reporting Persons”) on September 7, 2017,
relating to the beneficial ownership of shares of common stock, par
value $0.0001 per share, of Novume Solutions, Inc. (the
“Company”).
Except
as specifically provided herein, this Amendment does not modify any
of the information previously reported in the Schedule
13D
ITEM
1. Security and Issuer.
The
securities to which this amended Schedule 13D relates are the
common shares, $0.0001 par value per share (“Common
Shares”) of Novume Solutions, Inc., a Delaware corporation
(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 jointly
filed by Avon and Mr. Berman. Mr. Berman is the general partner of
Avon. The principal business of Avon is that of a private
investment vehicle engaged in investing and trading in a wide
variety of securities and financial instruments for its own
account. Mr. Berman’s principal occupation is serving as a
Director on the Board of Directors of the Issuer and is also the
Chief Executive Officer and President of the Issuer. The business
address of Avon is 2029 Connecticut Ave. NW, Washington, DC 20008.
Mr. Berman’s business address is identical to the business
address of the Issuer as reported in Item 1 above. The Reporting
Persons have not, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors) nor were they 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, or prohibiting or mandating
activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
ITEM
3. Source and Amount of Funds or Other Consideration.
The
Common Shares reported in this Schedule 13D are the subject of (i)
Mr. Berman’s purchase of 22,000 Common Shares of the Issuer
on the open market, at a purchase price of $0.8466 per Common
Share, on November 16, 2018; (ii) Avon’s exercise of options
(the “Options”) to purchase 2,725,836 Common Shares of
the Issuer from Mr. James K. McCarthy at an exercise price of
$0.5155 per Common Share, and 1,593,021 Common Shares of the Issuer
from Dr. Richard 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; and (iii) Avon’s exercise of a warrant to purchase
121,247 Common Shares of the Issuer at an exercise price of $1.031
(the “Avon Warrant”) on December 5, 2017, the form of
which was previously filed with the SEC by the Issuer. The Amended
and Restated Option Agreement and the Avon Warrant were entered
into and issued, respectively, in connection with the closing of
the merger transactions on August 28, 2017 (the
“Mergers”) contemplated by that certain Second Amended
Agreement and Plan of Merger (the “Merger Agreement”)
dated as of July 12, 2017, by and among the Issuer, KeyStone
Solutions, Inc., Brekford Traffic Safety, Inc., Brekford Merger
Sub, Inc., and KeyStone Merger Sub, LLC, as reported by the Issuer
in its Current Report on Form 8-K as filed with the SEC on August
29, 2017.
The
securities held by Avon were purchased with funds held by Avon. The
securities held by Berman were purchased with personal funds of
Berman.
ITEM
4. Purpose of Transaction.
All of
the securities owned by the Reporting Person have been acquired for
investment purposes. The Reporting Persons presently have 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 issued in connection with the
Mergers, Avon exercised the option to purchase 2,725,836 Common
Shares of the Issuer from Mr. McCarthy at a price of $0.5155 per
share, and 1,593,021 Common Shares of the Issuer from Dr. Nathan at
a price of $0.5155 per share. Pursuant to the Avon Warrant, Avon
also exercised a warrant to purchase 121,247 Common Shares of the
Issuer at a price of $1.031 per share.
In
addition, in the future there may be additional issuances of stock
options, restricted stock, restricted stock units, or other equity
grants to Mr. Berman in connection with his employment by the
Issuer which could result in the acquisition of additional
beneficial ownership of Common Shares of the Issuer by Mr.
Berman.
The
Reporting Persons also reserve 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.
It is
the current intent of the Issuer to continue to grow through
strategic acquisitions, and as a member of the Board and Chief
Executive Officer, Mr. Berman participates in the review and
evaluation of potential transactions and the consideration used,
including Common Shares of the Issuer.
ITEM
5. Interest in Securities of the Issuer.
(a),
(b) Pursuant to the Amended and Restated Option Agreement issued in
connection with the Mergers, Avon exercised the option to purchase
2,725,836 Common Shares of the Issuer from Mr. McCarthy at a price
of $0.5155 per share, and 1,593,021 Common Shares of the Issuer
from Dr. Nathan at a price of $0.5155 per share. Pursuant to the
Avon Warrant, Avon also exercised a warrant to purchase 121,247
Common Shares of the Issuer at a price of $1.031 per share. Each
Reporting Person disclaims beneficial ownership with respect to any
Common Shares other than the shares owned directly and of record by
such Reporting Person, except to the extent of any pecuniary
interest therein with respect to each such Reporting
Person.
4
| CUSIP No.
67012D106 | SCHEDULE
13D | Page 5 of 7
Pages |
Avon
may be deemed to be the beneficial owner with shared voting and
dispositive power of 4,440,104 Common Shares in the aggregate, or
23.7% of the class of securities, as previously disclosed in the
Form 4 filed with the SEC on August 30, 2017 by the Reporting
Persons (the “Reporting Persons’ Form
4”).
Mr.
Berman may be deemed to be the beneficial owner of 4,462,104 Common
Shares in the aggregate, or 23.8% of the class of securities. Mr.
Berman has the power to vote and direct the vote of and to dispose
or direct the disposition of 22,000 Common Shares, as previously
disclosed in the Form 4/A filed with the SEC on November 26, 2018
by Mr. Berman. As the general partner of Avon, Mr. Berman may be
deemed to share with Avon (and not with any third party) the power
to vote or direct the vote of and to dispose or direct the
disposition of the 4,440,104 Common Shares beneficially owned by
Avon, or 23.7% of the class of securities, as previously disclosed
in the Reporting Persons’ Form 4.
The
calculation of percentage ownership is based on 18,767,619 Common
Shares outstanding as of November 9, 2018, as reported on the
Issuer’s Quarterly Report for the period ended September 30,
2018.
(c) During the last
60 days, the following transactions in the Issuer’s Common
Shares by the Reporting Persons occurred, as previously reported in
the Form 4/A filed with the SEC on November 26, 2018 by Mr. Berman
and the Form 4 filed with the SEC on December 11, 2018 by the
Reporting Persons:
|
Purchaser |
Trade Date |
Purchase of
Common Shares |
Price Per
Share ($) |
| Robert
Berman | 11/16/2018 | 22,000(1) | $0.8466 |
| The
Reporting Persons | 12/10/2018 | 2,725,836(2) | $0.5155 |
| The
Reporting Persons | 12/10/2018 | 1,593,021(3) | $0.5155 |
1.
Purchased on the
open market.
2.
Pursuant to the
Amended and Restated Option Agreement, the Reporting Persons
exercised their right to purchase the Common Shares from Mr.
McCarthy.
3.
Pursuant to the
Amended and Restated Option Agreement, the Reporting Persons
exercised their right to purchase the Common 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.
(d) 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 Mr. McCarthy 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 3 and Item 5 and
incorporated herein by reference.
Item
7. Material to be Filed as Exhibits.
Exhibit 99.1 – Joint Filing Agreement
5
| CUSIP No.
67012D106 | SCHEDULE
13D | Page 6 of 7
Pages |
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
| | AVON
ROAD PARTNERS, L.P. | | |
| | | | |
| | By: | Robert A. Berman,
its General Partner | |
| | | | |
| | | /s/
Robert A. Berman | |
| | | Robert A.
Berman | |
| | | General
Partner | |
| | | | |
| | ROBERT
A. BERMAN, INDIVIDUALLY | | |
| | | | |
| | | /s/ Robert A.
Berman | |
| | | Robert A.
Berman | |
| | | | |
6
| CUSIP No.
67012D106 | SCHEDULE
13D | Page 7 of 7
Pages |
Exhibit Index
Joint
Filing Agreement dated December 13, 2018
7