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Filing Details

Accession Number:: 0001193125-17-048147
Form Type:: 13G Filing
Publication Date:: 2017-02-17 17:30:55

Filed By:: Ars Investment Partners, Llc
Company:: Techprecision Corp (OTCMKTS:TPCS)
Filing Date:: 2017-02-17
SEC Url:: 13G 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	Shared Voting Power	Shared Dispositive Power	Aggregate Amount Owned Power	Percent of Class
ARS Investment Partners	1,862,890	1,862,890	1,862,890	6.82%
Artemis US Corporation	1,862,890	1,862,890	1,862,890	6.82%
Somerset Capital Partners	1,574,476	1,574,476	1,574,476	5.76%
Somerset Capital Management	1,574,476	1,574,476	1,574,476	5.76%

Filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

Techprecision Corporation

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

878739101

(CUSIP Number)

December 31, 2016

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☒ Rule 13d-1(b)

☐ Rule 13d-1(c)

☐ Rule 13d-1(d)

*	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 the disclosures provided in a prior cover page.

The information required in 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. 878739101


1.	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) ARS Investment Partners, LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER 0
		6.	SHARED VOTING POWER 1,862,890
		7.	SOLE DISPOSITIVE POWER 0
		8.	SHARED DISPOSITIVE POWER 1,862,890
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,862,890
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.82%
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IA


CUSIP No. 878739101


1.	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Artemis US Corporation
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER 0
		6.	SHARED VOTING POWER 1,862,890
		7.	SOLE DISPOSITIVE POWER 0
		8.	SHARED DISPOSITIVE POWER 1,862,890
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,862,890
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.82%
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) HC, CO


CUSIP No. 878739101


1.	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Somerset Capital Partners, L.P.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER 0
		6.	SHARED VOTING POWER 1,574,476
		7.	SOLE DISPOSITIVE POWER 0
		8.	SHARED DISPOSITIVE POWER 1,574,476
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,574,476
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.76%
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN


CUSIP No. 878739101


1.	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Somerset Capital Management, LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER 0
		6.	SHARED VOTING POWER 1,574,476
		7.	SOLE DISPOSITIVE POWER 0
		8.	SHARED DISPOSITIVE POWER 1,574,476
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,574,476
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.76%
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

CUSIP No.


Item 1.	(a).	Name of Issuer:

		Techprecision Corporation

	(b).	Address of issuers principal executive offices:

		992 Old Eagle School Road, Suite 909 Wayne, Pennsylvania 19087

Item 2.	(a).	Name of person filing:

		ARS Investment Partners, LLC Artemis US Corporation Somerset Capital Partners, L.P. Somerset Capital Management, LLC

	(b).	Address or principal business office or, if none, residence:

		ARS Investment Partners, LLC 500 Fifth Avenue, Suite 1440 New York, New York 10110 Artemis US Corporation 500 Fifth Avenue, Suite 1440 New York, New York 10110 Somerset Capital Partners, .LP. 500 Fifth Avenue, Suite 1440 New York, New York 10110 Somerset Capital Management, LLC 500 Fifth Avenue, Suite 1440 New York, New York 10110

	(c).	Citizenship:

		ARS Investment Partners, LLC Delaware Artemis US Corporation Delaware Somerset Capital Partners, L.P. Delaware Somerset Capital Management, LLC New York

	(d).	Title of class of securities:

		Common Stock, par value $0.0001 per share

	(e).	CUSIP No.:

		878739101


Item 3.	If This Statement is filed pursuant to §§.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a

	(a)	☐	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

	(b)	☐	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

	(c)	☐	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

	(d)	☐	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

	(e)	☒	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

	(f)	☐	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

	(g)	☒	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

	(h)	☐	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813);

	(i)	☐	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

	(j)	☐	A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);

	(k)	☐	Group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:


Item 4.	Ownership.

	Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

	(a)	Amount beneficially owned:

		See Item 9 of the attached cover pages.

	(b)	Percent of class:

		See Item 11 of the attached cover pages.

	(c)	Number of shares as to which the person has:

		(i)	Sole power to vote or to direct the vote:

			See Item 5 of the attached cover pages.

		(ii)	Shared power to vote or to direct the vote: See Item 6 of the attached cover pages.

		(iii)	Sole power to dispose or to direct the disposition: See Item 7 of the attached cover pages.

		(iv)	Shared power to dispose or to direct the disposition: See Item 8 of the attached cover pages.



Item 5.	Ownership of Five Percent or Less of a Class.

	If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.

	N/A

Item 6.	Ownership of More Than Five Percent on Behalf of Another Person.

	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.


		All securities reported in this Schedule 13G are owned by advisory clients of ARS Investment Partners, LLC. Somerset Capital Partners, L.P. individually owns 1,574,476 shares or 5.76% of the Common Stock, par value $0.0001 per share. Somerset Capital Management, LLC is the general partner of Somerset Capital Partners, L.P.

Item 7.		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

		If a parent holding company or control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.

		Artemis US Corporation is the parent holding company of ARS Investment Partners, LLC.

Item 8.		Identification and Classification of Members of the Group.

		If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identity of each member of the group.

		N/A

Item 9.		Notice of Dissolution of Group.

		Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.

		N/A

Item 10.		Certification.

		By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

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.


February 17, 2017
(Date)

ARS INVESTMENT PARTNERS, LLC*

/s/ Lori Walker
By:		Lori Walker
Title:		Chief Compliance Officer

ARTEMIS US CORPORATION*

/s/ Trevor Maunder
By:		Trevor Maunder
Title:		President

SOMERSET CAPITAL PARTNERS, L.P.*
By: Somerset Capital Management, LLC, its general partner

/s/ Michael Schaenen
By:		Michael Schaenen
Title:		Managing Director

SOMERSET CAPITAL MANAGEMENT, LLC*

/s/ Michael Schaenen
By:		Michael Schaenen
Title:		Managing Director

*	The Reporting Person disclaims beneficial ownership in the common stock reported herein except to the extent of its pecuniary interest therein.

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representatives authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7 for other parties for whom copies are to be sent.

Attention. Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).

Exhibit A

AGREEMENT

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13G, dated February 17, 2017, need be filed with respect to the ownership by each of the Common Stock, par value $0.0001 per share, of Techprecision Corporation.


February 17, 2016
(Date)

ARS INVESTMENT PARTNERS, LLC*

/s/ Lori Walker
By:		Lori Walker
Title:		Chief Compliance Officer

ARTEMIS US CORPORATION*

/s/ Trevor Maunder
By:		Trevor Maunder
Title:		President

SOMERSET CAPITAL PARTNERS, L.P.*
By: Somerset Capital Management, LLC, its general partner

/s/ Michael Schaenen
By:		Michael Schaenen
Title:		Managing Director

SOMERSET CAPITAL MANAGEMENT, LLC*

/s/ Michael Schaenen
By:		Michael Schaenen
Title:		Managing Director