Filing Details
- Accession Number:
- 0001171520-19-000322
- Form Type:
- 13D Filing
- Publication Date:
- 2019-10-23 17:08:32
- Filed By:
- Zeff Capital, Lp
- Company:
- Tsr Inc (NASDAQ:TSRI)
- Filing Date:
- 2019-10-23
- SEC Url:
- 13D Filing
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 |
|---|---|---|---|---|---|---|
| Zeff Capital | 0 | 437,774 | 0 | 437,774 | 437,774 | 22.3% |
| Zeff Holding Company | 0 | 437,774 | 0 | 437,774 | 437,774 | 22.3% |
| Daniel Zeff | 0 | 437,774 | 0 | 437,774 | 437,774 | 22.3% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
TSR, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
872885207
(CUSIP Number)
Daniel Zeff
885 Sixth Avenue
New York, New York 10001
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 22, 2019
(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: ☐
Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 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 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 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. 872885207 | 13D | Page 2 of 6 | |
| (1) NAMES OF REPORTING PERSONS Zeff Capital, L.P. | |||
| (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐ | |||
| (3) SEC USE ONLY | |||
| (4) SOURCE OF FUNDS (see instructions) OO | |||
| (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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | (7) SOLE VOTING POWER | ||
| 0 shares | |||
| (8) SHARED VOTING POWER | |||
| 437,774 shares | |||
| (9) SOLE DISPOSITIVE POWER | |||
| 0 shares | |||
| (10) SHARED DISPOSITIVE POWER | |||
| 437,774 shares | |||
| (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 437,774 shares | |||
| (12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐ | |||
| (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.3%[*] | |||
| (14) TYPE OF REPORTING PERSON (see instructions) PN | |||
________________________
[*] Percentage calculated based on 1,962,062 shares of common stock, par value $0.01 per share, outstanding as of September 30, 2019, as reported in the Form 10-Q filed by TSR, Inc. on October 15, 2019.
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| CUSIP No. 872885207 | 13D | Page 3 of 6 | |
| (1) NAMES OF REPORTING PERSONS Zeff Holding Company, LLC | |||
| (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐ | |||
| (3) SEC USE ONLY | |||
| (4) SOURCE OF FUNDS (see instructions) OO | |||
| (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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | (7) SOLE VOTING POWER | ||
| 0 shares | |||
| (8) SHARED VOTING POWER | |||
| 437,774 shares | |||
| (9) SOLE DISPOSITIVE POWER | |||
| 0 shares | |||
| (10) SHARED DISPOSITIVE POWER | |||
| 437,774 shares | |||
| (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 437,774 shares | |||
| (12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐ | |||
| (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.3%[*] | |||
| (14) TYPE OF REPORTING PERSON (see instructions) OO | |||
________________________
[*] Percentage calculated based on 1,962,062 shares of common stock, par value $0.01 per share, outstanding as of September 30, 2019, as reported in the Form 10-Q filed by TSR, Inc. on October 15, 2019.
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| CUSIP No. 872885207 | 13D | Page 4 of 6 | |
| (1) NAMES OF REPORTING PERSONS Daniel Zeff | |||
| (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐ | |||
| (3) SEC USE ONLY | |||
| (4) SOURCE OF FUNDS (see instructions) OO | |||
| (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 of America | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | (7) SOLE VOTING POWER | ||
| 0 shares | |||
| (8) SHARED VOTING POWER | |||
| 437,774 shares | |||
| (9) SOLE DISPOSITIVE POWER | |||
| 0 shares | |||
| (10) SHARED DISPOSITIVE POWER | |||
| 437,774 shares | |||
| (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 437,774 shares | |||
| (12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐ | |||
| (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.3%[*] | |||
| (14) TYPE OF REPORTING PERSON (see instructions) IN | |||
________________________
[*] Percentage calculated based on 1,962,062 shares of common stock, par value $0.01 per share, outstanding as of September 30, 2019, as reported in the Form 10-Q filed by TSR, Inc. on October 15, 2019.
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Explanatory Note
This Amendment No. 8 (this “Amendment”) amends and supplements the Schedule 13D filed on July 26, 2018, as amended on August 23, 2018, September 19, 2018, October 10, 2019, January 4, 2019, August 2, 2019, August 8, 2019, and September 4, 2019 (as amended, the “Schedule 13D”), by the Reporting Persons relating to the Common Stock of the Issuer. Information reported in the Schedule 13D remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment. Capitalized terms used but not defined in this Amendment have the respective meanings set forth in the Schedule 13D. All references in the Schedule 13D and this Amendment to the “Statement” will be deemed to refer to the Schedule 13D as amended and supplemented by this Amendment.
| Item 4. | Purpose of Transaction. |
On October 21, 2019, the Issuer announced that it had withdrawn its slate of directors to be elected at the Issuer’s next annual meeting of stockholders occurring on October 22, 2019, due to the Issuer’s failure to complete the Repurchase or make the Settlement Payment.
On October 22, 2019, Capital’s director nominees, H. Timothy Erikson and Bradley M. Tirpak, were elected to the Board as Class I directors.
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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: October 23, 2019
ZEFF CAPITAL, L.P.
By: Zeff Holding Company, LLC, as
general partner
By: /s/ Daniel Zeff
Name: Daniel Zeff
Title: Manager
ZEFF HOLDING COMPANY, LLC
By: /s/ Daniel Zeff
Name: Daniel Zeff
Title: Manager
/s/ Daniel Zeff
Daniel Zeff
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