Filing Details
- Accession Number:
- 0001654954-19-001488
- Form Type:
- 13G Filing
- Publication Date:
- 2019-02-14 06:02:22
- Filed By:
- Cleveland Capital, L.p.
- Company:
- Flux Power Holdings Inc. (OTCMKTS:FLUX)
- Filing Date:
- 2019-02-14
- SEC Url:
- 13G 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 |
|---|---|---|---|---|---|---|
| Cleveland Capital | 0 | 2,709,100 | 0 | 2,709,100 | 2,709,100 | 5.4% |
| Wade Massad | 0 | 5,159,100 | 0 | 5,159,100 | 5,159,100 | 10.3% |
| Cleveland Capital Management | 0 | 5,159,100 | 0 | 5,159,100 | 5,159,100 | 10.3% |
Filing
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
13G
Under the
Securities Exchange Act of 1934
(Amendment No.
3)*
| Flux Power
Holdings, Inc. |
| (Name of
Issuer) |
| Common Stock, par
value $0.001 per share |
| (Title of Class of
Securities) |
| 344057203 |
| (CUSIP
Number) |
| December 31, 2018 |
| (Date of Event
Which Requires Filing of this Statement) |
Check the
appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule
13d-1(b)
[ x ] Rule
13d-1(c)
[ ] Rule
13d-1(d)
__________
*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 in 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 | 344057203 | | |
| | | |
| 1. | NAME OF REPORTING PERSONS | |
| | I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY) | |
| | | |
| | Cleveland Capital, L.P. | |
| | | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS) | |
| | | (a) [_] |
| | | (b) [x] |
| | | |
| 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 | |
| | | |
| | 2,709,100 | |
| | | |
| 7. | SOLE DISPOSITIVE POWER | |
| | | |
| | 0 | |
| | | |
| 8. | SHARED DISPOSITIVE POWER | |
| | | |
| | 2,709,100 | |
| | | |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON | |
| | | |
| | 2,709,100 | |
| | | |
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | |
| | | [_] |
| | | |
| | | |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9) | |
| | | |
| | 5.4% | |
| | | |
| 12. | TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS) | |
| | PN | |
| CUSIP No | 344057203 | | |
| | | |
| 1. | NAME OF REPORTING PERSONS | |
| | I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY) | |
| | | |
| | Wade Massad | |
| | | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS) | |
| | | (a) [_] |
| | | (b) [ x] |
| | | |
| 3. | SEC USE ONLY | |
| | | |
| | | |
| | | |
| 4. | CITIZENSHIP OR PLACE OF
ORGANIZATION | |
| | | |
| | United States | |
| | | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH | ||
| | | |
| 5. | SOLE VOTING POWER | |
| | | |
| | 0 | |
| | | |
| 6. | SHARED VOTING POWER | |
| | | |
| | 5,159,100 | |
| | | |
| 7. | SOLE DISPOSITIVE POWER | |
| | | |
| | 0 | |
| | | |
| 8. | SHARED DISPOSITIVE POWER | |
| | | |
| | 5,159,100 | |
| | | |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON | |
| | | |
| | 5,159,100 | |
| | | |
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | |
| | | [_] |
| | | |
| | | |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9) | |
| | | |
| | 10.3% | |
| | | |
| 12. | TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS) | |
| | IN, HC | |
| CUSIP No | 344057203 | | |
| | | |
| 1. | NAME OF REPORTING PERSONS | |
| | I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY) | |
| | | |
| | Cleveland Capital Management,
L.L.C. | |
| | | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS) | |
| | | (a) [_] |
| | | (b) [ x] |
| | | |
| 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 | |
| | | |
| | 5,159,100 | |
| | | |
| 7. | SOLE DISPOSITIVE POWER | |
| | | |
| | 0 | |
| | | |
| 8. | SHARED DISPOSITIVE POWER | |
| | | |
| | 5,159,100 | |
| | | |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON | |
| | | |
| | 5,159,100 | |
| | | |
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | |
| | | [_] |
| | | |
| | | |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9) | |
| | | |
| | 10.3% | |
| | | |
| 12. | TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS) | |
| | OO, IA | |
| CUSIP No | 344057203 | | |
| Item 1. | (a). | Name of Issuer: | |
| | | | |
| | | Flux Power
Holdings, Inc. | |
| | | | |
| | (b). | Address of issuer's principal executive
offices: | |
| | | | |
| | | 985 Poinsettia
Avenue, Suite A Vista, California 92081 | |
| | | | |
| Item 2. | (a). | Name of persons filing: | |
| | | | |
| | | Cleveland Capital, L.P. Wade Massad Cleveland Capital Management, L.L.C. | |
| | | | |
| | (b). | Address or principal business office or, if
none, residence: | |
| | | | |
| | | 1250 Linda Street Suite 304 Rocky River, OH 44116 | |
| | | | |
| | (c). | Citizenship: | |
| | | | |
| | | Cleveland Capital, L.P. – Delaware limited
partnership Wade Massad – United States Cleveland Capital Management, L.L.C. – Delaware limited liability company | |
| | | | |
| | (d). | Title of class of securities: | |
| | | | |
| | | Common Stock, par value $0.001 per
share | |
| | | | |
| | (e). | CUSIP No.: | |
| | | | |
| | | 344057203 | |
| Item 3. | If This Statement is filed pursuant to
§§.240.13d-1(b) or 240.13d-2(b), or (c), check whether
the person filing is a |
| | (a) | [_] | Broker or dealer registered under section 15 of
the Act (15 U.S.C. 78o). |
| | | | |
| | (b) | [_] | Bank as defined in section 3(a)(6) of the Act
(15 U.S.C. 78c). |
| | | | |
| | (c) | [_] | Insurance company as defined in section 3(a)(19)
of the Act (15 U.S.C. 78c). |
| | | | |
| | (d) | [_] | Investment company registered under section 8 of
the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
| | | | |
| | (e) | [ ] | An investment adviser in accordance with
§ 240.13d-1(b)(1)(ii)(E); |
| | | | |
| | (f) | [_] | An employee benefit plan or endowment fund in
accordance with § 240.13d-1(b)(1)(ii)(F); |
| | | | |
| | (g) | [ ] | A parent holding company or control person in
accordance with §240.13d-1(b)(1)(ii)(G); |
| | | | |
| | (h) | [_] | A savings association as defined in Section 3(b)
of the Federal Deposit Insurance Act (12 U.S.C.1813); |
| | | | |
| | (i) | [_] | 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); |
| | | | |
| | (j) | [_] | A non-U.S. institution in accordance with
§240.13d-1(b)(1)(ii)(J); |
| | | | |
| | (k) | [_] | Group, in accordance with
§240.13d-1(b)(1)(ii)(K). If filing as a non-U.S.
institution in accordance with §240.13d-1(b)(1)(ii)(J), please
specify the type of institution: |
| Item 4. | Ownership. |
| | |
| | Provide the following information regarding the
aggregate number and percentage of the class of securities of the
issuer identified in Item 1. |
Cleveland Capital,
L.P.:
| | (a) | Amount beneficially owned: |
| | | |
| | | 2,709,100 |
| | (b) | Percent of class: |
| | | |
| | | 5.4% |
| | (c) | Number of shares as to which the person
has: |
| | | (i) | Sole power to vote or to direct the
vote | 0 | , |
| | | | | | |
| | | (ii) | Shared power to vote or to direct the
vote | 2,709,100 | , |
| | | | | | |
| | | (iii) | Sole power to dispose or to direct the
disposition of | 0 | , |
| | | | | | |
| | | (iv) | Shared power to dispose or to direct the
disposition of | 2,709,100 | . |
| | | | | | |
Wade
Massad:
| | (a) | Amount beneficially owned: |
| | | |
| | | 5,159,100 |
| | (b) | Percent of class: |
| | | |
| | | 10.3% |
| | (c) | Number of shares as to which the person
has: |
| | | (i) | Sole power to vote or to direct the
vote | 0 | , |
| | | | | | |
| | | (ii) | Shared power to vote or to direct the
vote | 5,159,100 | , |
| | | | | | |
| | | (iii) | Sole power to dispose or to direct the
disposition of | 0 | , |
| | | | | | |
| | | (iv) | Shared power to dispose or to direct the
disposition of | 5,159,100 | . |
Cleveland Capital
Management, L.L.C.:
| | (a) | Amount beneficially owned: |
| | | |
| | | 5,159,100 |
| | (b) | Percent of class: |
| | | |
| | | 10.3% |
| | (c) | Number of shares as to which the person
has: |
| | | (i) | Sole power to vote or to direct the
vote | 0 | , |
| | | | | | |
| | | (ii) | Shared power to vote or to direct the
vote | 5,159,100 | , |
| | | | | | |
| | | (iii) | Sole power to dispose or to direct the
disposition of | 0 | , |
| | | | | | |
| | | (iv) | Shared power to dispose or to direct the
disposition of | 5,159,100 | . |
| | Instruction: For computations
regarding securities which represent a right to acquire an
underlying security see §240.13d-3(d)(1). |
| | |
| Item 5. | Ownership of Five Percent or Less of a
Class. |
| | |
| | If this statement is being filed to report
the fact that as of the date hereof the reporting person has ceased
to be the beneficial owner of more than five percent of the class
of securities, check the following [ ]. |
| | |
| | |
| | |
| Item 6. | Ownership of More Than Five Percent on Behalf
of Another Person. |
| | |
| | If any other person is known to have the
right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, such securities, a
statement to that effect should be included in response to this
item and, if such interest relates to more than 5 percent of the
class, such person should be identified. A listing of
the shareholders of an investment company registered under the
Investment Company Act of 1940 or the beneficiaries of employee
benefit plan, pension fund or endowment fund is not
required. |
| | |
| | All of
the Common Shares reported in this Schedule 13G are held by certain
private funds managed by Cleveland Capital
Management, L.L.C. |
| | |
| Item 7. | Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported on by the
Parent Holding Company or Control Person. |
| | |
| | If a parent holding company or control person
has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so
indicate under Item 3(g) and attach an exhibit stating the identity
and the Item 3 classification of the relevant
subsidiary. If a parent holding company or control
person has filed this schedule pursuant to Rule 13d-1(c) or Rule
13d-1(d), attach an exhibit stating the identification of the
relevant subsidiary. |
| | |
| | N/A |
| | |
| Item 8. | Identification and Classification of Members
of the Group. |
| | |
| | If a group has filed this schedule pursuant
to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and
attach an exhibit stating the identity and Item 3 classification of
each member of the group. If a group has filed this
schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an
exhibit stating the identity of each member of the
group. |
| | |
| | N/A |
| | |
| Item 9. | Notice of Dissolution of Group. |
| | |
| | Notice of dissolution of a group may be
furnished as an exhibit stating the date of the dissolution and
that all further filings with respect to transactions in the
security reported on will be filed, if required, by members of the
group, in their individual capacity. See Item
5. |
| | |
| | N/A |
| | |
| Item 10. | Certification. |
| | |
| | By signing below I certify that, to the best
of my 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. |
SIGNATURE
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.
| | February 14, 2019 | ||
| | (Date) | ||
| | | ||
| | | /s/ Wade Massad | |
| | | Wade Massad | |
| | | | |
| | | | |
| | Cleveland Capital, L.P. | ||
| | | | |
| | By: | /s/ Wade Massad | |
| | Name: | Wade Massad | |
| | Title: | Managing Member of the General
Partner | |
| | | | |
| | | | |
| | CLEVELAND CAPITAL MANAGEMENT,
L.L.C. | ||
| | | | |
| | By: | /s/ Wade Massad | |
| | Name: | Wade Massad | |
| | Title: | Managing Member | |
The
original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the
statement is signed on behalf of a person by his authorized
representative other than an executive officer or general partner
of the filing person, evidence of the representative's authority to
sign on behalf of such person shall be filed with the statement,
provided, however, that a power of attorney for this purpose which
is already on file with the Commission may be incorporated by
reference. The name and any title of each person who signs the
statement shall be typed or printed beneath his
signature.
Note.
Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See
s.240.13d-7 for other parties for whom copies are to be
sent.
Attention.
Intentional misstatements or omissions of fact constitute Federal
criminal violations (see 18 U.S.C. 1001).
Exhibit
A
AGREEMENT
The undersigned
agree that this Amendment 2 to Schedule 13G dated January 31, 2019
relating to the Common Stock, par value $0.001 per share of Flux
Power Holdings, Inc. shall be filed on behalf of the
undersigned.
| | February 14, 2019 | ||
| | (Date) | ||
| | | ||
| | | /s/ Wade Massad | |
| | | Wade Massad | |
| | | | |
| | | | |
| | Cleveland Capital, L.P. | ||
| | | | |
| | By: | /s/ Wade Massad | |
| | Name: | Wade Massad | |
| | Title: | Managing Member of the General
Partner | |
| | | | |
| | | | |
| | CLEVELAND CAPITAL MANAGEMENT,
L.L.C. | ||
| | | | |
| | By: | /s/ Wade Massad | |
| | Name: | Wade Massad | |
| | Title: | Managing Member | |