Filing Details
- Accession Number:
- 0000921895-17-000421
- Form Type:
- 13D Filing
- Publication Date:
- 2017-02-16 16:50:27
- Filed By:
- Moab Capital Partners
- Company:
- Perceptron Inc (NASDAQ:PRCP)
- Filing Date:
- 2017-02-16
- 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 |
|---|---|---|---|---|---|---|
| MOAB CAPITAL PARTNERS | 711,997 | 0 | 711,997 | 0 | 711,997 | 7.6% |
| MOAB PARTNERS | 670,960 | 670,960 | 670,960 | 7.1% | ||
| MICHAEL M. ROTHENBERG | 711,997 | 711,997 | 711,997 | 7.6% |
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. 5)1
Perceptron, Inc.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
71361F100
(CUSIP Number)
ANDREW FREEDMAN, ESQ.
MEAGAN REDA, ESQ.
OLSHAN FROME WOLOSKY LLP
1325 Avenue of the Americas
New York, New York 10019
(212) 451-2300
Authorized to Receive Notices and Communications)
February 14, 2017
(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 MOAB CAPITAL PARTNERS, LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS 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 DELAWARE | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 711,997 | |
| 8 | SHARED VOTING POWER - 0 - | ||
| 9 | SOLE DISPOSITIVE POWER 711,997 | ||
| 10 | SHARED DISPOSITIVE POWER - 0 - | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 711,997 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.6% | ||
| 14 | TYPE OF REPORTING PERSON IA | ||
| 1 | NAME OF REPORTING PERSON MOAB PARTNERS, L.P. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
| 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 670,960 | |
| 8 | SHARED VOTING POWER - 0 - | ||
| 9 | SOLE DISPOSITIVE POWER 670,960 | ||
| 10 | SHARED DISPOSITIVE POWER - 0 - | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 670,960 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.1% | ||
| 14 | TYPE OF REPORTING PERSON PN | ||
| 1 | NAME OF REPORTING PERSON MICHAEL M. ROTHENBERG | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS 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 USA | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 711,997 | |
| 8 | SHARED VOTING POWER -0- | ||
| 9 | SOLE DISPOSITIVE POWER 711,997 | ||
| 10 | SHARED DISPOSITIVE POWER -0- | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 711,997 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.6% | ||
| 14 | TYPE OF REPORTING PERSON IN, HC | ||
The following constitutes Amendment No. 5 to the Schedule 13D filed by the undersigned (“Amendment No. 5”). This Amendment No. 5 amends the Schedule 13D as specifically set forth herein.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended and restated to read as follows:
The Shares purchased by Moab LP and held in the Managed Account were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases. The aggregate purchase price of the 670,960 Shares directly owned by Moab LP is approximately $4,326,000 including brokerage commissions. The aggregate purchase price of the 41,037 Shares held in the Managed Account is approximately $262,000, including brokerage commissions.
| 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 9,391,467 Shares outstanding, as of February 1, 2017, 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 February 6, 2017.
| A. | Moab LP |
| | (a) | As of the close of business on February 15, 2017, Moab LP directly owned 670,960 Shares. |
Percentage: Approximately 7.1%
| | (b) | 1. Sole power to vote or direct vote: 670,960 |
| | 2. Shared power to vote or direct vote: 0 |
| | 3. Sole power to dispose or direct the disposition: 670,960 |
| | 4. Shared power to dispose or direct the disposition: 0 |
| | (c) | The transactions in the Shares by Moab LP during the past 60 days are set forth in Schedule A and are incorporated herein by reference. |
| B. | Moab LLC |
| | (a) | As of the close of business on February 15, 2017, 41,037 Shares were held in the Managed Account. Moab LLC, as the investment adviser of Moab LP and the Managed Account, may be deemed the beneficial owner of the (i) 670,960 Shares directly owned by Moab LP and (ii) 41,037 Shares held in the Managed Account. |
Percentage: Approximately 7.6%
| | (b) | 1. Sole power to vote or direct vote: 711,997 |
| | 2. Shared power to vote or direct vote: 0 |
| | 3. Sole power to dispose or direct the disposition: 711,997 |
| | 4. Shared power to dispose or direct the disposition: 0 |
| | (c) | Moab LLC has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares on behalf of Moab LP and the Managed Account during the past 60 days are set forth in Schedule A and are incorporated herein by reference. |
| C. | Mr. Rothenberg |
| | (a) | Mr. Rothenberg, as the managing member of Moab LLC, may be deemed the beneficial owner of the (i) 670,960 Shares directly owned by Moab LP and (ii) 41,037 Shares held in the Managed Account. |
Percentage: Approximately 7.6%
| | (b) | 1. Sole power to vote or direct vote: 711,997 |
| | 2. Shared power to vote or direct vote: 0 |
| | 3. Sole power to dispose or direct the disposition: 711,997 |
| | 4. Shared power to dispose or direct the disposition: 0 |
| | (c) | Mr. Rothenberg has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares on behalf of Moab LP and the Managed Account during the past 60 days are set forth in Schedule A and are incorporated herein by reference. |
The Reporting Persons, as members of a “group” 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.
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
Schedule A is incorporated herein by reference, to this Item 6.
On February 7, 2017, each of Moab LP and Moab LLC, on behalf of the Managed Account, sold short in the over the counter market, American-style call options referencing an aggregate of 5,700 Shares and 300 Shares, respectively, which have an exercise price of $7.50 per Share and expire on March 17, 2017.
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: February 16, 2017
| MOAB PARTNERS, L.P. | |||
| By: | Moab Capital Partners, LLC, its Investment Adviser | ||
| By: | /s/ Michael M. Rothenberg | ||
| Name: | Michael M. Rothenberg | ||
| Title: | Managing Director | ||
| MOAB CAPITAL PARTNERS, LLC | |||
| By: | /s/ Michael M. Rothenberg | ||
| Name: | Michael M. Rothenberg | ||
| Title: | Managing Director | ||
| /s/ Michael M. Rothenberg | |
| MICHAEL M. ROTHENBERG |
SCHEDULE A
Transactions in the Shares During the past 60 days
| Nature of Transaction | Date of Transaction | Shares of Common Stock Purchased/(Sold) | Price ($) |
MOAB PARTNERS, L.P.
| Sale of Common Stock | 12/23/2016 | (188) | 6.770 |
| Sale of Common Stock | 12/23/2016 | (408) | 6.797 |
| Sale of Common Stock | 12/23/2016 | (470) | 6.774 |
| Sale of Common Stock | 12/30/2016 | (3,200) | 6.597 |
| Sale of Common Stock | 12/30/2016 | (4,100) | 6.597 |
| Sale of Common Stock | 1/3/2017 | (240) | 6.777 |
| Sale of Common Stock | 1/3/2017 | (2,594) | 6.717 |
| Sale of Common Stock | 1/3/2017 | (200) | 6.717 |
| Sale of Common Stock | 1/3/2017 | (1,400) | 6.717 |
| Sale of Common Stock | 1/3/2017 | (100) | 6.717 |
| Sale of Common Stock | 1/3/2017 | (906) | 6.717 |
| Sale of Common Stock | 1/9/2017 | (4,534) | 6.737 |
| Sale of Common Stock | 2/7/2017 | (500) | 7.747 |
| Sale of Common Stock | 2/7/2017 | (10,700) | 7.747 |
| Sale of Common Stock | 2/7/2017 | (1,967) | 7.747 |
| Sale of Call Options | 2/7/2017 | (57) 1 | 0.053 |
| Sale of Common Stock | 2/10/2017 | (156) | 7.974 |
| Sale of Common Stock | 2/10/2017 | (3,000) | 7.974 |
| Sale of Common Stock | 2/10/2017 | (2,434) | 7.974 |
| Sale of Common Stock | 2/10/2017 | (694) | 7.974 |
| Sale of Common Stock | 2/10/2017 | (1,000) | 7.974 |
| Sale of Common Stock | 2/10/2017 | (900) | 7.974 |
| Sale of Common Stock | 2/10/2017 | (1,000) | 7.974 |
| Sale of Common Stock | 2/10/2017 | (1,100) | 7.974 |
| Sale of Common Stock | 2/10/2017 | (1,108) | 7.974 |
| Sale of Common Stock | 2/10/2017 | (1,700) | 7.974 |
| Sale of Common Stock | 2/10/2017 | (5,731) | 7.974 |
| Sale of Common Stock | 2/10/2017 | (8,506) | 7.974 |
| Sale of Common Stock | 2/10/2017 | (3,800) | 7.974 |
| Sale of Common Stock | 2/13/2017 | (419) | 8.340 |
| Sale of Common Stock | 2/13/2017 | (2,981) | 8.340 |
| Sale of Common Stock | 2/13/2017 | (2,100) | 8.340 |
| Sale of Common Stock | 2/14/2017 | (1,581) | 8.378 |
| Sale of Common Stock | 2/14/2017 | (520) | 8.378 |
| Sale of Common Stock | 2/14/2017 | (1,100) | 8.378 |
| Sale of Common Stock | 2/14/2017 | (100) | 8.378 |
| Sale of Common Stock | 2/14/2017 | (4,168) | 8.366 |
| Sale of Common Stock | 2/14/2017 | (2,524) | 8.380 |
| Sale of Common Stock | 2/14/2017 | (559) | 8.380 |
| Sale of Common Stock | 2/14/2017 | (4,610) | 8.380 |
| Sale of Common Stock | 2/14/2017 | (100) | 8.380 |
| Sale of Common Stock | 2/14/2017 | (200) | 8.380 |
| Sale of Common Stock | 2/15/2017 | (2,624) | 8.494 |
| Sale of Common Stock | 2/15/2017 | (8,299) | 8.514 |
| Sale of Common Stock | 2/15/2017 | (100) | 8.525 |
| Sale of Common Stock | 2/15/2017 | (1,499) | 8.525 |
| Sale of Common Stock | 2/15/2017 | (800) | 8.525 |
| Sale of Common Stock | 2/15/2017 | (2,021) | 8.525 |
| Sale of Common Stock | 2/15/2017 | (1,700) | 8.525 |
| Sale of Common Stock | 2/15/2017 | (4,200) | 8.525 |
| Sale of Common Stock | 2/15/2017 | (2,600) | 8.525 |
MOAB CAPITAL PARTNERS, LLC
(Through the Managed Account)
| Sale of Common Stock | 12/23/2016 | (12) | 6.769 |
| Sale of Common Stock | 12/23/2016 | (25) | 6.796 |
| Sale of Common Stock | 12/23/2016 | (30) | 6.774 |
| Sale of Common Stock | 1/3/2017 | (60) | 6.777 |
| Sale of Common Stock | 1/3/2017 | (1,300) | 6.717 |
| Sale of Common Stock | 1/9/2017 | (279) | 6.737 |
| Sale of Common Stock | 2/7/2017 | (795) | 7.747 |
| Sale of Call Options | 2/7/2017 | (3) 1 | 0.053 |
| Sale of Common Stock | 2/10/2017 | (546) | 7.970 |
| Sale of Common Stock | 2/10/2017 | (2,160) | 7.974 |
| Sale of Common Stock | 2/14/2017 | (251) | 8.366 |
| Sale of Common Stock | 2/14/2017 | (483) | 8.380 |
| Sale of Common Stock | 2/14/2017 | (139) | 8.361 |
| Sale of Common Stock | 2/14/2017 | (60) | 8.361 |
| Sale of Common Stock | 2/15/2017 | (501) | 8.510 |
| Sale of Common Stock | 2/15/2017 | (158) | 8.494 |
| Sale of Common Stock | 2/15/2017 | (780) | 8.525 |
1 Represent shares underlying American-style call option that were sold short in the over-the counter market. The call options expire on March 17, 2017 and have an exercise price of $7.50 per share.