Filing Details

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

SCHEDULE 13D

(Rule 13d-101)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(a)

 

(Amendment No. 13)¹

 

Aqua Metals, Inc.

(Name of Issuer)

 

Common Stock, $0.001 par value

(Title of Class of Securities)

 

03837J101

(CUSIP Number)

 

Mr. David L. Kanen

Kanen Wealth Management, LLC

5850 Coral Ridge Drive, Suite 309

Coral Springs, FL 33076

(631) 863-3100

 

August 4^th, 2020

(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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7 for other parties to whom copies are to be sent.

 

(Continued on following pages)

 

¹               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 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   PHILOTIMO FUND, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS   WC
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 -
	8	SHARED VOTING POWER   1,474,062
	9	SOLE DISPOSITIVE POWER   - 0 -
	10	SHARED DISPOSITIVE POWER   1,474,062
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,474,062
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   2.42%
14	TYPE OF REPORTING PERSON   IA, PN

 

 

1	NAME OF REPORTING PERSONS   KANEN WEALTH MANAGEMENT, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS   OO; AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION   FLORIDA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   - 0 -
	8	SHARED VOTING POWER   4,173,094
	9	SOLE DISPOSITIVE POWER   - 0 -
	10	SHARED DISPOSITIVE POWER   4,173,094
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   4,173,094
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   6.85%
14	TYPE OF REPORTING PERSON   IA, OO

 

 

1	NAME OF REPORTING PERSONS   DAVID L. KANEN
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS   PF; 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   USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   414,950
	8	SHARED VOTING POWER   4,173,094
	9	SOLE DISPOSITIVE POWER   414,950
	10	SHARED DISPOSITIVE POWER   4,173,094
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   4,588,044
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   7.53%
14	TYPE OF REPORTING PERSON   IN

 

 

The following constitutes Amendment No. 13 to the Schedule 13D filed by the undersigned (“Amendment No. 11”). This Amendment No. 13 amends the Schedule 13D as specifically set forth herein.

 

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 60,946,501 Shares outstanding as of July 27^th, 2020, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on August 8^th, 2020.

 

A.

Philotimo

 

(a)

As of the close of business on August 6th, 2020, Philotimo beneficially owned 1,474,062 Shares.

 

Percentage: Approximately 2.42%

 

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 1,474,062 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 1,474,062

 

(c)

The transactions in the Shares by Philotimo in the 60 days preceding this Amendment No. 13 are set forth in Schedule A and are incorporated herein by reference.

 

B.

KWM

     

(a)

As of the close of business on August 6th, 2020, KWM beneficially owned 2,699,032 Shares. KWM, as the general partner of Philotimo, may be deemed the beneficial owner of the 1,474,062 Shares owned by Philotimo.

 

Percentage: Approximately 6.85%

 

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 4,173,094 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 4,173,094

 

(c)

The transactions in the Shares by KWM in the 60 days preceding this Amendment No. 13 are set forth in Schedule A and are incorporated herein by reference.

 

 

C.

Mr. Kanen

 

(a)

As of the close of business on August 6th, 2020, Mr. Kanen directly beneficially owned 527,885 Shares. Mr. Kanen, as the managing member of KWM, may be deemed the beneficial owner of the (i) 2,699,032 Shares owned by KWM and (ii) 1,474,062 Shares owned by Philotimo.

 

Percentage: Approximately 7.53%

 

(b)

1. Sole power to vote or direct vote: 414,950 2. Shared power to vote or direct vote: 4,173,094 3. Sole power to dispose or direct the disposition: 414,950 4. Shared power to dispose or direct the disposition: 4,173,094

 

(c)

The transactions in the Shares by Mr. Kanen in the 60 days preceding this Amendment No. 13 are set forth in Schedule A and are incorporated herein by reference. The transactions in the Shares on behalf of KWM in the 60 days preceding this Amendment No. 13 are set forth in Schedule A and are incorporated herein by reference.

 

KWM, in its role as investment manager to several customer accounts (collectively, the “Accounts”) to which it furnishes investment advice, and Mr. Kanen, as the managing member of KWM, may each be deemed to beneficially own shares of the Issuer’s Shares held in the Accounts.

 

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.

 

 

SIGNATURES

 

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: August 6th, 2020

 

	KANEN WEALTH MANAGEMENT, LLC
	By:	/s/ David L. Kanen
		Name:	David L. Kanen
		Title:	Managing Member

 

	PHILOTIMO FUND, LP
	By:	Kanen Wealth Management, LLC its general partner
	By:	/s/ David L. Kanen
		Name:	David L. Kanen
		Title:	Managing Member

 

	/s/ David L. Kanen
	DAVID L. KANEN

 

 

SCHEDULE A

 

Transactions in the Shares of the Issuer Effected in the 60 Days Preceding this Amendment No. 13

 

Nature of the Transaction

Amount of Shares Purchased/(Sold)

Price ($)

Date of Purchase/Sale

 

KANEN WEALTH MANAGEMENT, llC

 

Purchase of Common Stock			42,995				0.9693			06/16/2020
Sale of Common Stock*			31,573				1.1700			06/24/2020
Sale of Common Stock*			11,473				1.1400			07/21/2020
**			1,285							07/28/2020
Sale of Common Stock			11,570				0.9787			07/31/2020
Sale of Common Stock			10,000				1.1313			08/04/2020

*Unsolicited client request to liquidate

**Client initiated transfer of shares to another broker

 

DAvid L. Kanen

 

Sale of Common Stock

125,000

1.1300

07/23/2020

 

PHILOTIMO FUND, LP

 

Sale of Common Stock			175,000				1.1400			07/23/2020
Sale of Common Stock			300,000				1.1200			07/24/2020
Sale of Common Stock			265,222				1.1046			08/04/2020

 

 

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