Filing Details
- Accession Number:
- 0001013594-16-001262
- Form Type:
- 13D Filing
- Publication Date:
- 2016-10-07 16:21:09
- Filed By:
- Nierenberg Investment Management
- Company:
- Electro Scientific Industries Inc (NASDAQ:ESIO)
- Filing Date:
- 2016-10-07
- 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 |
|---|---|---|---|---|---|---|
| The D3 Family Fund | 0 | 527,631 | 0 | 527,631 | For the reporting person listed on this page, 1.7% | |
| The D3 Family Bulldog Fund | 0 | 1,347,051 | 0 | 1,347,051 | For the reporting person listed on this page, 4.2% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 18)
ELECTRO SCIENTIFIC INDUSTRIES INC. (ESIO)
(Name of Issuer)
Common Stock
(Title of Class of Securities)
285229100
(CUSIP Number)
David Nierenberg
The D3 Family Funds
19605 NE 8th Street
Camas, WA 98607
(360) 604-8600
The D3 Family Funds
19605 NE 8th Street
Camas, WA 98607
(360) 604-8600
With a copy to:
Christopher P. Davis
Kleinberg, Kaplan, Wolff & Cohen, P.C.
551 Fifth Avenue
New York, NY 10176
(212) 986-6000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Authorized to Receive Notices and Communications)
October 6, 2016
(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 [ ]Ô.
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) The D3 Family Fund, L.P. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [X] (b) [ ] | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS (See Instructions) WC | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Washington | ||
| NUMBER OF SHARES BENEFICIALLY | 7 | SOLE VOTING POWER 0 | |
| OWNED BY EACH REPORTING | 8 | SHARED VOTING POWER 527,631 common shares (1.7%) | |
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER 0 | |
| 10 | SHARED DISPOSITIVE POWER 527,631 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON For the reporting person listed on this page, 527,631; for all reporting persons as a group, 1,960,660 shares (6.2%) | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) For the reporting person listed on this page, 1.7%; for all reporting persons as a group 6.2% | ||
| 14 | TYPE OF REPORTING PERSON (See Instructions) PN | ||
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) The D3 Family Bulldog Fund, L.P. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [X] (b) [ ] | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS (See Instructions) WC | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Washington | ||
| NUMBER OF SHARES BENEFICIALLY | 7 | SOLE VOTING POWER 0 | |
| OWNED BY EACH REPORTING | 8 | SHARED VOTING POWER 1,347,051 common shares (4.2%) | |
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER 0 | |
| 10 | SHARED DISPOSITIVE POWER 1,347,051 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON For the reporting person listed on this page, 1,347,051; for all reporting persons as a group, 1,960,660 shares (6.2%) | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) For the reporting person listed on this page, 4.2%; for all reporting persons as a group, 6.2% | ||
| 14 | TYPE OF REPORTING PERSON PN | ||
| 1 | NAME OF REPORTING PERSONS The DIII Offshore Fund, L.P. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [X] (b) [ ] | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS (See Instructions) WC | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Bahamas | ||
| NUMBER OF SHARES BENEFICIALLY | 7 | SOLE VOTING POWER 0 | |
| OWNED BY EACH REPORTING | 8 | SHARED VOTING POWER 85,978 common shares (0.3%) | |
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER 0 | |
| 10 | SHARED DISPOSITIVE POWER 85,978 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON For the reporting person listed on this page, 85,978; for all reporting persons as a group, 1,960,660 shares (6.2%) | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) For the reporting person listed on this page, 0.3%; for all reporting persons as a group, 6.2% | ||
| 14 | TYPE OF REPORTING PERSON PN | ||
| 1 | NAME OF REPORTING PERSONS Nierenberg Investment Management Company, Inc. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [X] (b) [ ] | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS (See Instructions) AF | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Washington | ||
| NUMBER OF SHARES BENEFICIALLY | 7 | SOLE VOTING POWER 0 | |
| OWNED BY EACH REPORTING | 8 | SHARED VOTING POWER 1,960,660 common shares (6.2%) | |
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER 0 | |
| 10 | SHARED DISPOSITIVE POWER 1,960,660 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON For the reporting person listed on this page, 1,960,660; for all reporting persons as a group, 1,960,660 shares (6.2%) | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) For the reporting person listed on this page, 6.2%; for all reporting persons as a group 6.2% | ||
| 14 | TYPE OF REPORTING PERSON CO | ||
| 1 | NAME OF REPORTING PERSONS Nierenberg Investment Management Offshore, Inc. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [X] (b) [ ] | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS (See Instructions) AF | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Bahamas | ||
| NUMBER OF SHARES BENEFICIALLY | 7 | SOLE VOTING POWER 0 | |
| OWNED BY EACH REPORTING | 8 | SHARED VOTING POWER 85,978 common shares (0.3%) | |
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER 0 | |
| 10 | SHARED DISPOSITIVE POWER 85,978 common shares | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON For the reporting person listed on this page, 85,978; for all reporting persons as a group, 1,960,660 shares (6.2%) | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) For the reporting person listed on this page, 0.3%; for all reporting persons as a group, 6.2% | ||
| 14 | TYPE OF REPORTING PERSON CO | ||
| 1 | NAME OF REPORTING PERSONS David Nierenberg | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [X] (b) [ ] | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS (See Instructions) AF | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States of America | ||
| NUMBER OF SHARES BENEFICIALLY | 7 | SOLE VOTING POWER 0 | |
| OWNED BY EACH REPORTING | 8 | SHARED VOTING POWER 1,960,660 common shares (6.2%) | |
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER 0 | |
| 10 | SHARED DISPOSITIVE POWER 1,960,660 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON For the reporting person listed on this page, 1,960,660; for all reporting persons as a group, 1,960,660 shares (6.2%) | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) For the reporting person listed on this page, 6.2%; for all reporting persons as a group, 6.2% | ||
| 14 | TYPE OF REPORTING PERSON IN | ||
This Amendment No. 18 to Schedule 13D (this "Amendment") amends the below-indicated Items from the Schedule 13D with respect to the shares of common stock (the "Common Stock") of Electro Scientific Industries Inc. (the "Issuer" or "ESIO") previously filed by or on behalf of the Reporting Persons (as defined below), as previously amended (collectively the "Schedule 13D"), by supplementing such Items with the information below.
The names of the persons filing this Amendment (collectively, the "Reporting Persons") are: The D3 Family Fund, L.P. (the "Family Fund"), The D3 Family Bulldog Fund, L.P. (the "Bulldog Fund"), The DIII Offshore Fund, L.P. (the "Offshore Fund"), Nierenberg Investment Management Company, Inc. ("NIMCO"), Nierenberg Investment Management Offshore, Inc. ("NIMO") and David Nierenberg ("Mr. Nierenberg").
Item 5. Interest in Securities of the Issuer.
(a) The aggregate percentage of Shares reported owned by each person named herein is based upon 31,687,175 Shares outstanding as of August 5, 2016, 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 August 9, 2016.
As of the close of business on the date hereof, the Family Fund individually beneficially owned 527,631 Shares, constituting approximately 1.7% of all of the outstanding Shares.
As of the close of business on the date hereof, the Bulldog Fund individually beneficially owned 1,347,051 Shares, constituting approximately 4.2% of all of the outstanding Shares.
As of the close of business on the date hereof, the Offshore Fund individually beneficially owned 85,978 Shares, constituting approximately 0.3% of all of the outstanding Shares.
By virtue of its relationships with each of the Family Fund, the Bulldog Fund and the Offshore Fund discussed in further detail in Item 2, NIMCO may be deemed to be the beneficial owner of the 1,960,660 Shares, beneficially owned in the aggregate by the Family Fund, the Bulldog Fund and the Offshore Fund, constituting approximately 6.2% of all of the outstanding Shares.
By virtue of his relationship with NIMCO and NIMO discussed in further detail in Item 2, Mr. Nierenberg may be deemed to be the beneficial owner of the 1,960,660 Shares beneficially owned by NIMCO and NIMO, constituting approximately 6.2% of all of the outstanding Shares.
The Reporting Persons, in the aggregate, beneficially own 1,960,660 Shares, constituting approximately 6.2% of the outstanding Shares.
(b) The Family Fund, NIMCO and Mr. Nierenberg have shared power (i) to vote or direct the vote of, and (ii) to dispose or direct the disposition of, the 527,631 shares of Common Stock held by the Family Fund.
The Bulldog Fund, NIMCO and Mr. Nierenberg have shared power (i) to vote or direct the vote of, and (ii) to dispose or direct the disposition of, the 1,347,051 shares of Common Stock held by the Bulldog Fund.
The Offshore Fund, NIMO and Mr. Nierenberg have shared power (i) to vote or direct the vote of, and (ii) to dispose or direct the disposition of, the 85,978 shares of Common Stock held by the Offshore Fund.
(c) During the past sixty (60) days the following sales of shares of Common Stock were made by the Reporting Persons named below in open market transactions:
| Portfolio | Trade Date | QTY | Price |
| D3 Family Bulldog Fund, LP | 9/7/2016 | 8,663 | 5.85 |
| DIII Offshore Fund, LP | 9/7/2016 | 637 | 5.85 |
| D3 Family Bulldog Fund, LP | 9/8/2016 | 4,656 | 5.81 |
| DIII Offshore Fund, LP | 9/8/2016 | 344 | 5.81 |
| D3 Family Bulldog Fund, LP | 9/9/2016 | 100 | 5.80 |
| D3 Family Bulldog Fund, LP | 9/12/2016 | 4,662 | 5.77 |
| DIII Offshore Fund, LP | 9/12/2016 | 338 | 5.77 |
| D3 Family Bulldog Fund, LP | 9/13/2016 | 4,068 | 5.71 |
| DIII Offshore Fund, LP | 9/13/2016 | 296 | 5.71 |
| D3 Family Bulldog Fund, LP | 9/14/2016 | 4,659 | 5.69 |
| DIII Offshore Fund, LP | 9/14/2016 | 341 | 5.69 |
| D3 Family Bulldog Fund, LP | 9/15/2016 | 4,658 | 5.71 |
| DIII Offshore Fund, LP | 9/15/2016 | 342 | 5.71 |
| D3 Family Bulldog Fund, LP | 9/16/2016 | 4,657 | 5.73 |
| DIII Offshore Fund, LP | 9/16/2016 | 343 | 5.73 |
| D3 Family Bulldog Fund, LP | 9/19/2016 | 4,655 | 5.82 |
| DIII Offshore Fund, LP | 9/19/2016 | 345 | 5.82 |
| D3 Family Bulldog Fund, LP | 9/20/2016 | 3,008 | 5.81 |
| DIII Offshore Fund, LP | 9/20/2016 | 228 | 5.81 |
| D3 Family Bulldog Fund, LP | 9/21/2016 | 2,788 | 5.93 |
| DIII Offshore Fund, LP | 9/21/2016 | 212 | 5.93 |
| D3 Family Bulldog Fund, LP | 9/22/2016 | 2,323 | 5.94 |
| DIII Offshore Fund, LP | 9/22/2016 | 177 | 5.94 |
| D3 Family Bulldog Fund, LP | 9/23/2016 | 2,323 | 5.82 |
| DIII Offshore Fund, LP | 9/23/2016 | 177 | 5.82 |
| D3 Family Bulldog Fund, LP | 9/26/2016 | 2,323 | 5.73 |
| DIII Offshore Fund, LP | 9/26/2016 | 177 | 5.73 |
| D3 Family Bulldog Fund, LP | 9/27/2016 | 1,645 | 5.67 |
| DIII Offshore Fund, LP | 9/27/2016 | 126 | 5.67 |
| D3 Family Bulldog Fund, LP | 9/28/2016 | 677 | 5.67 |
| DIII Offshore Fund, LP | 9/28/2016 | 52 | 5.67 |
| D3 Family Fund, LP | 10/6/2016 | 39,252 | 5.51 |
| D3 Family Bulldog Fund, LP | 10/6/2016 | 407,839 | 5.51 |
| DIII Offshore Fund, LP | 10/6/2016 | 52,909 | 5.51 |
No other transactions with respect to the Common Stock that are required to be reported on Schedule 13D were effected by any of the Reporting Person during the past sixty (60) days.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in the Statement is true, complete and correct.
| The D3 Family Fund, L.P., and The D3 Family Bulldog Fund, L.P., | |
| By: Nierenberg Investment Management Company, Inc. | |
| October 7, 2016 | Its: General Partner By: /s/ David Nierenberg David Nierenberg, President |
| The DIII Offshore Fund, L.P. By: Nierenberg Investment Management Offshore, Inc. | |
| October 7, 2016 | Its: General Partner By: /s/ David Nierenberg David Nierenberg, President |
| Nierenberg Investment Management Company, Inc. | |
| October 7, 2016 | By: /s/ David Nierenberg David Nierenberg, President |
| Nierenberg Investment Management Offshore, Inc. | |
| October 7, 2016 | By: /s/ David Nierenberg David Nierenberg, President |
| October 7, 2016 | /s/ David Nierenberg David Nierenberg |