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Filing Details

Accession Number:: 0001085146-19-003061
Form Type:: 13D Filing
Publication Date:: 2019-12-19 20:05:32

Filed By:: Sententia Capital Management, Llc
Company:: Schmitt Industries Inc (NASDAQ:SMIT)
Filing Date:: 2019-12-20
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	Sole Dispositive Power	Aggregate Amount Owned Power	Percent of Class
SENTENTIA GROUP	474,235	474,235	474,235	11.6%
SENTENTIA CAPITAL MANAGEMENT	474,235	474,235	474,235	11.6%
MICHAEL R. ZAPATA	522,012	522,012	522,012	12.8%

Filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

Schmitt Industries, Inc

(Name of Issuer)

Common stock, no par value

(Title of Class of Securities)

806870200

(CUSIP Number)

MICHAEL R. ZAPATA
SENTENTIA CAPITAL MANAGEMENT LLC
New York, New York
(212) 851-3488

ANDREW M. FREEDMAN, ESQ.
OLSHAN FROME WOLOSKY LLP
1325 Avenue of the Americas
New York, New York 10019
(212) 451-2300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 17, 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. [ ]

* 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 purposes of Section 18 of the Securities Exchange Act of 1934 (the 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 Instructions).

CUSIP No.: 806870200


1	NAME OF REPORTING PERSON: SENTENTIA CAPITAL MANAGEMENT, LLC I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) 27-4220564
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP [X] (a) [ ] (b)
3	SEC USE ONLY
4	SOURCE OF FUNDS: 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 New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 474,235
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 474,235
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 474,235
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.6%
14	TYPE OF REPORTING PERSON OO

CUSIP No.: 806870200

ITEM 1.	SECURITY AND ISSUER:
	The following constitutes Amendment No. 4 to the Schedule 13D filed by the undersigned (“Amendment No. 4”). This Amendment No. 4 amends the Schedule 13D as specifically set forth herein.
ITEM 2.	IDENTITY AND BACKGROUND:
	Item 2 is hereby amended to add the following: This Amendment No. 4 is filed in connection with a private transaction for the purchase of Shares from Walter Brown Pistor and stock issuances from the Issuer to the Reporting Persons.
ITEM 3.	SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION:
	Item 3 is hereby amended and restated in its entirety as follows: The Shares purchased by Sententia Group were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) as follows: 350,779 Shares were purchased in open market purchases, and 123,456 Shares were purchased in a private transaction. The aggregate purchase price of the 474,235 Shares owned directly by Sententia Group is approximately $1,232,073, including brokerage commissions. The Shares issued to the Reporting Persons total 47,777 at zero costs basis and were reported on the applicable Form 4 filing.
ITEM 4.	PURPOSE OF TRANSACTION:
	Item 4 is hereby amended to add the following: This Amendment No. 4 is filed in connection with a private transaction for the purchase of Shares from Walter Brown Pistor and stock issuances from the Issuer to the Reporting Persons. On December 18, 2019, the Issuer issued a press release regarding the private transaction.
ITEM 5.	INTEREST IN SECURITIES OF THE ISSUER:
	Items 5(a) – (c) are hereby amended and restated to read as follows: The aggregate percentage of Shares reported owned by each person named herein is based upon 4,086,406 Shares outstanding as of August 31, 2019, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on October 8, 2019. A. Sententia Group (a) As of the close of business on December 17, 2019, Sententia Group beneficially owned 474,235 Shares. Percentage: Approximately 11.6% (b) 1. Sole power to vote or direct vote: 474,235 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 474,235 4. Shared power to dispose or direct the disposition: 0 (c) The transactions in the Shares by Sententia Group during the past sixty days are set forth in Schedule A and are incorporated herein by reference. B. Sententia Capital (a) Sententia Capital, as the general partner of Sententia Group, may be deemed the beneficial owner of the 474,235 Shares owned by Sententia Group. Percentage: Approximately 11.6% (b) 1. Sole power to vote or direct vote: 474,235 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 474,235 4. Shared power to dispose or direct the disposition: 0 (c) Sententia Capital has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of Sententia Group during the past sixty days are set forth in Schedule A and are incorporated herein by reference. C. Mr. Zapata (a) Mr. Zapata, as the Managing Member of Sententia Capital, may be deemed the beneficial owner of the 474,235 Shares owned by Sententia Group in addition to 47,777 shares owned individually. Percentage: Approximately 12.8% (b) 1. Sole power to vote or direct vote: 522,012 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 522,012 4. Shared power to dispose or direct the disposition: 0 (c) Mr. Zapata has been issued 47,777 shares that have been reported on a Form 4 filing. The transactions in the Shares on behalf of Sententia Group during the past sixty days are set forth in Schedule A and are incorporated herein by reference. 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.
ITEM 6.	CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER:

ITEM 7.	MATERIALS TO BE FILES AS EXHIBITS: