Filing Details

Accession Number:
0000921895-20-002413
Form Type:
13D Filing
Publication Date:
2020-09-16 16:58:54
Filed By:
Avon Road Partners, L.p.
Company:
Rekor Systems Inc.
Filing Date:
2020-09-16
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 0 3,315,104 3,315,104 11.9 14 TYPE OF REPORTING PERSON PN 2 CUSIP No. 759419104 1 NAME OF REPORTING PERSON Rekor Holdings LLC 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 7 SOLE VOTING POWER SHARES BENEFICIALLY 0 OWNED BY 8 SHARED VOTING POWER EACH REPORTING 2,725,836 PERSON WITH 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 2,725,836 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,725,836 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.8 14 TYPE OF REPORTING PERSON PN 3 CUSIP No. 759419104 1 NAME OF REPORTING PERSON 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 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 SHARES BENEFICIALLY 22,000 OWNED BY 8 SHARED VOTING POWER EACH REPORTING 6,040,940 PERSON WITH 9 SOLE DISPOSITIVE POWER 22,000 10 SHARED DISPOSITIVE POWER 6,040,940 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,062,940 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.7 14 TYPE OF REPORTING PERSON IN 4 CUSIP No. 759419104 This Amendment No. 4 (the Amendment No. 4 ) 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 (the Common Stock ), of Rekor Systems, Inc. (the Company ). This Amendment No. 4 amends the Schedule13D, as previously amended, as specifically set forth herein. ITEM 2. Identity and Background. Item 2 is amended to add the following Rekor Holdings LLC is a Delaware limited liability company. Mr. Berman is the manager of the Rekor Holdings LLC. Rekor Holdings LLC was formed, and exists, solely to acquire and hold shares of the Common Stock. The address of Rekor Holdings LLC is 10000 Town Center Avenue, 248 Columbia, Maryland 21044. Rekor Holdings LLC has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor was it 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 5. Interest in Securities of the Issuer. Item 5(c) is amended to add the following On September 16, 2020, Mr. Berman transferred his right to purchase 2,725,836 shares of Common Stock, pursuant to a Stock Purchase Agreement (the Agreement ) with James K. McCarthy (the Seller ), to Rekor Holdings LLC for no consideration. Pursuant to the terms of the Agreement, Rekor Holdings LLC purchased the shares of Common Stock from the Seller. Mr. Berman is the manager of Rekor Holdings LLC and maintains voting and dispositive power over the Common Stock. After the transaction, Mr. Berman beneficially owns 6,062,940 shares of Common Stock, or approximately 21.7%
Rekor Holdings 0 0 2,725,836 2,725,836
Robert A. Berman 22,000 22,000 6,040,940 6,062,940
Filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 4)1

Rekor Systems, Inc.

(Name of Issuer)

Common Stock, par value 0.0001 per share

(Title of Class of Securities)

759419104

(CUSIP Number)

Avon Road Partners, L.P.

10000 Town Center Avenue

Columbia MD 21044

Attn: Robert A. Berman

(703) 953-3838

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

September 16, 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 §§ 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.

 

 

 

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 (“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).

 
  1   NAME OF REPORTING PERSON  
         
        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  
  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  
SHARES          
BENEFICIALLY         0  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         3,315,104  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          0  
    10   SHARED DISPOSITIVE POWER  
           
          3,315,104  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        3,315,104  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        11.9  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

2
  1   NAME OF REPORTING PERSON  
         
        Rekor Holdings LLC  
  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   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         0  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         2,725,836  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          0  
    10   SHARED DISPOSITIVE POWER  
           
          2,725,836  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        2,725,836  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        9.8  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

3

 

  1   NAME OF REPORTING PERSON  
         
        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  
  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  
SHARES          
BENEFICIALLY         22,000  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         6,040,940  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          22,000  
    10   SHARED DISPOSITIVE POWER  
           
          6,040,940  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        6,062,940  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        21.7  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

4

This Amendment No. 4 (the “Amendment No. 4”) 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 (the “Common Stock”), of Rekor Systems, Inc. (the “Company”).

This Amendment No. 4 amends the Schedule13D, as previously amended, as specifically set forth herein.

ITEM 2. Identity and Background.

Item 2 is amended to add the following:

Rekor Holdings LLC is a Delaware limited liability company. Mr. Berman is the manager of the Rekor Holdings LLC. Rekor Holdings LLC was formed, and exists, solely to acquire and hold shares of the Common Stock. The address of Rekor Holdings LLC is 10000 Town Center Avenue, #248 Columbia, Maryland 21044. Rekor Holdings LLC has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor was it 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 5. Interest in Securities of the Issuer.

Item 5(c) is amended to add the following:

On September 16, 2020, Mr. Berman transferred his right to purchase 2,725,836 shares of Common Stock, pursuant to a Stock Purchase Agreement (the “Agreement”) with James K. McCarthy (the “Seller”), to Rekor Holdings LLC for no consideration. Pursuant to the terms of the Agreement, Rekor Holdings LLC purchased the shares of Common Stock from the Seller. Mr. Berman is the manager of Rekor Holdings LLC and maintains voting and dispositive power over the Common Stock. After the transaction, Mr. Berman beneficially owns 6,062,940 shares of Common Stock, or approximately 21.7% of the Company’s Common Stock, based on 27,884,197 shares of Common Stock, the current amount of outstanding shares as of the Company’s Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on August 31, 2020. After the transaction, Rekor Holdings LLC beneficially owns 2,725,836 shares of Common Stock, or approximately 9.8% of the Company’s Common Stock, based on 27,884,197 shares of Common Stock, the current amount of outstanding shares as of the Company’s Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on August 31, 2020.

5

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: September 16, 2020

  AVON ROAD PARTNERS, L.P.
   
  By: Robert A. Berman, its General Partner
     
  By:

/s/ Robert A. Berman

    Name: Robert A. Berman
    Title: General Partner

 

 

  REKOR HOLDINGS LLC
   
  By: Robert A. Berman, its Manager
     
  By:

/s/ Robert A. Berman

    Name: Robert A. Berman
    Title: Manager

 

 

 

/s/ Robert A. Berman

  ROBERT A. BERMAN, INDIVIDUALLY

  

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