Filing Details

 

 

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)

Under the Securities Exchange Act of 1934

(Amendment No. 17)*

 

 

BK TECHNOLOGIES CORPORATION

(Name of Issuer)

Common Stock, par value $0.60 per share

(Title of Class of Securities)

05587G203

(CUSIP Number)

D. Kyle Cerminara

Fundamental Global GP, LLC

108 Gateway Blvd., Suite 204

Mooresville, NC 28117

(704) 323-6851

With a copy to:

Arthur Piervincenti

Piervincenti Law PLLC

631-300 Brawley School Rd #225

Mooresville NC 28117

704-251-9679

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

March 20, 2024

(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.

 

 

 

*	The remainder of this cover page shall be filled out for a reporting persons 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).

 

 

 

CUSIP No. 05587G203		13D		Page 2 of 7

 

1		NAME OF REPORTING PERSON    Fundamental Global GP, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a): ☐  (b): ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS    AF
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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    208,982
				9		SOLE DISPOSITIVE POWER    0
				10		SHARED DISPOSITIVE POWER    208,982

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    208,982
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)    5.9%
14		TYPE OF REPORTING PERSON    OO

CUSIP No. 05587G203		13D		Page 3 of 7

 

1		NAME OF REPORTING PERSON    Fundamental Global Holdings, 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 IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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    216,775
				9		SOLE DISPOSITIVE POWER    0
				10		SHARED DISPOSITIVE POWER    216,775

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    216,775
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)    6.1%
14		TYPE OF REPORTING PERSON    PN

CUSIP No. 05587G203		13D		Page 4 of 7

 

1		NAME OF REPORTING PERSON    BK Technologies Holdings, 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 IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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    208,982
				9		SOLE DISPOSITIVE POWER    0
				10		SHARED DISPOSITIVE POWER    208,982

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    208,982
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)    5.9%
14		TYPE OF REPORTING PERSON    OO

CUSIP No. 05587G203		13D		Page 5 of 7

 

1		NAME OF REPORTING PERSON    D. Kyle Cerminara
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a): ☐  (b): ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS    PF; AF
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 of America

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER    28,659
				8		SHARED VOTING POWER    208,982
				9		SOLE DISPOSITIVE POWER    28,659
				10		SHARED DISPOSITIVE POWER    208,982

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    237,641
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)    6.7%
14		TYPE OF REPORTING PERSON    IN

CUSIP No. 05587G203		13D		Page 6 of 7

 

This Amendment No. 17 to Statement of Beneficial Ownership on Schedule 13D (this Amendment No. 17) amends the Statement of Beneficial Ownership on Schedule 13D filed by the Reporting Persons on September 3, 2014, as amended (the Schedule 13D or this Statement), with respect to the Common Stock, par value $0.60 per share (the Common Stock), of BK Technologies Corporation, a Nevada corporation (the Company). Each of the Reporting Persons (as defined below) ceased to be a beneficial owner of more than five percent of the shares of Common Stock with the purpose or effect of changing or influencing the control of the Company, and this Amendment No. 17 constitutes an exit filing for all Reporting Persons. Capitalized terms used but not defined in this Amendment No. 17 shall have the meanings set forth in the Schedule 13D. Except as amended and supplemented by this Amendment No. 17, the Schedule 13D remains unchanged.

 

Item 3.

Source and Amount of Funds or Other Consideration.

The total cost for purchasing the Common Stock reported as owned by the Reporting Persons, including brokerage commissions, was approximately as follows: FGHP, $5,023,775 and BKTH, $4,078,523. The source of these funds was working capital.

 

Item 5.

Interest in Securities of the Issuer.

The Reporting Persons beneficially own in the aggregate 454,416 shares of Common Stock, which represents approximately 12.9% of the Companys outstanding shares of Common Stock.

Each percentage ownership of shares of Common Stock set forth in this Statement is based on 3,525,002 shares of Common Stock reported by the Company as outstanding as of March 1, 2024 in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 14, 2024.

The following transactions were effected by BKTH since the filing of Amendment No. 16 to this Statement: on January 29, 2024, 13,906 shares were sold at a weighted average price of $12.49 per share; on January 30, 2024, 7,053 shares were sold at a weighted average price of $12.29 per share; on March 14, 2024, 7,068 shares were sold at a weighted average price of $12.58 per share; on March 15, 2024, 2,239 shares were sold at a weighted average price of $12.74 per share; on March 18, 2024, 10,000 shares were sold at a weighted average price of $12.83 per share; and on March 20, 2024, 20,686 shares were sold at a weighted average price of $14.43 per share. The Reporting Persons undertake to provide to the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price. These transactions were effected through the open market.

As a result of the transactions described herein, each of the Reporting Persons no longer owns the shares of Common Stock with the purpose or effect of changing or influencing the control of the Company. Each of Fundamental Global GP LLC and the general partner of FGFH no longer has voting control with respect to any of the shares of Common Stock held by FGHP; and therefore, pursuant to § 240.13d-3(1), is no longer deemed to be a beneficial owner of the shares of Common Stock held by FGHP. Pursuant to its filing, this Amendment No. 17 represents the final amendment to the Schedule 13D and constitutes an exit filing for each of the Reporting Persons.

 

Item 6.

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

Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the Reporting Persons have entered into an agreement with respect to the joint filing of this Amendment No. 17, which agreement is set forth on the signature page to this Statement.

CUSIP No. 05587G203		13D		Page 7 of 7

 

SIGNATURE

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this Statement is true, complete and correct.

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of this Statement on Schedule 13D with respect to the Common Stock of the Company.

Dated: March 21, 2024