Filing Details

CUSIP No. 500692108

 

1.

Names of Reporting Persons

John C. Koss Jr.

 

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)

PF and OO (See Item 3)

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     ☐

 

6.

Citizenship or Place of Organization

United States

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
212,161⁽¹⁾

8.

Shared Voting Power
2,812,026 ⁽²⁾

9.

Sole Dispositive Power

10.

Shared Dispositive Power

2,812,026 ⁽²⁾

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

3,024,187  ⁽¹⁾⁽²⁾

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ☐

 

13.

Percent of Class Represented by Amount in Row (11)

35.5%  ⁽³⁾

 

14.

Type of Reporting Person (See Instructions)

IN

Item 1.

Security and Issuer

This Statement on Schedule 13D relates to the shares of common stock, $0.005 par value (the “Common Shares”), issued by Koss Corporation, a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at 4129 North Port Washington Avenue, Milwaukee, Wisconsin 53212.

Item 2.

Identity and Background

(a)  This Statement is being filed by John C. Koss Jr. (the “Reporting Person”).

(b)  The principal business address of the Reporting Person is 4129 North Port Washington Avenue, Milwaukee, Wisconsin, 53212.

(c)  The principal business occupation of the Reporting Person is Vice President of Sales of the Issuer.

(d)-(e)  During the last five years, the Reporting Person has not been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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.

(f)     The Reporting Person is a citizen of the United States of America.

 

Item 3.

Source and Amount of Funds or Other Consideration

On November 5, 2012, the Koss Family Trust Dated 9/11/12 (the “Family Trust”) acquired 1,000,885 Common Shares pursuant to a gift; the Family Trust paid no consideration for these shares.

John C. Koss, the Reporting Person’s father, contributed Common Shares to capitalize K.F.T. Corporation (“KFT”) from time to time until 2006, as a result of which KFT accumulated 983,800 Common Shares.

On December 21, 2012, the Nancy L. Koss 2012 Trust Dated 12/20/2012 (the “2012 Trust”) acquired 757,949 Common Shares pursuant to a gift; the trust paid no consideration for these shares.

 

The 119,392 shares designated to the Reporting Person’s ESOP account were allocated to his ESOP account by the Issuer in gradual increments, from January 1, 1981 to present, in consideration for the Reporting Person’s employment services to the Issuer.

 

The 212,161 shares held by the Reporting Person directly were acquired by the Reporting Person in gradual increments, from the 1970s to present, through (i) a series of purchases made with the Reporting Person’s personal funds, (ii) the exercise of stock options granted to the Reporting Person by the Issuer in consideration for his employment, and (iii) gifts from his father, John C. Koss, Sr.

 

Item 4.

Purpose of Transaction

(c)  On February 25, 2021, the Reporting Person sold an aggregate of 10,000 Common Shares in open market broker transactions at a weighted average price of $30.13 per share, at prices ranging from $30.02 to $30.62.  On February 26, 2021, the Reporting Person donated an aggregate of 10,000 Common Shares to charity.  On March 10, 2021, the Reporting Person sold an aggregate of (i) 10,000 Common Shares in open market broker transactions at a price of $25.22 per share, (ii) 10,000 Common Shares in open market broker transactions at a weighted average price of $27.95 per share, at prices ranging from $27.90 to $28.00 per share, (iii) 5,000 Common Shares in open market broker transactions at a price of $30.00 per share, and (iv) 4,000 Common Shares in open market broker transactions at a weighted average price of $36.72 per share, at prices ranging from $36.67 to $36.81 per share. The Reporting Person undertakes to provide to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this paragraph. On March 11, 2021, the Reporting Person donated an aggregate of 5,000 Common Shares to charity.

(d)  Not applicable.

(e)  Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 7.

Material to Be Filed as Exhibits

None.

JOHN C. KOSS JR.

By:

/s/ John C. Koss Jr.