Filing Details

Accession Number:
0001654954-17-005734
Form Type:
13D Filing
Publication Date:
2017-06-20 15:49:24
Filed By:
Relm Wireless Corp
Company:
Iteris Inc. (NASDAQ:ITI)
Filing Date:
2017-06-20
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
Fundamental Global Investors 0 2,126,948 0 2,126,948 6.5%
Fundamental Global Partners 0 261,231 0 261,231 0.8%
Fundamental Global Partners Master Fund 0 250,789 0 250,789 0.8%
RELM Wireless Corporation 0 1,614,928 0 1,614,928 5.0%
D. Kyle Cerminara 10,751 2,126,948 10,751 2,126,948 6.6%
Filing
 

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. 4)*
 
ITERIS, INC.
(Name of Issuer)
 
Common Stock, $0.10 par value per share
(Title of Class of Securities)
 
46564T107
(CUSIP Number)
 
William P. Kelly
RELM Wireless Corporation
7100 Technology Drive
West Melbourne, Florida 32904
(321) 984-1414
 
D. Kyle Cerminara
Fundamental Global Investors, LLC
4201 Congress Street, Suite 140
Charlotte, North Carolina 28209
(704) 323-6851
 
With a copy to:
Derek D. Bork
Thompson Hine LLP
3900 Key Center
127 Public Square
Cleveland, Ohio 44114
(216) 566-5500
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
June 12, 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.
_______________
* 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. 46564T107
SCHEDULE 13D
Page 2 of 11 Pages
 
 
1
NAME OF REPORTING PERSON
 
Fundamental Global Investors, 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 ITEM 2(d) or 2(e)
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
North Carolina
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
  7
SOLE VOTING POWER
 
0
  8
SHARED VOTING POWER
 
2,126,948
  9
SOLE DISPOSITIVE POWER
 
0
 10
SHARED DISPOSITIVE POWER
 
2,126,948
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
 
2,126,948
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.5%
 
14
TYPE OF REPORTING PERSON
 
OO
 
 
 
CUSIP No. 46564T107
SCHEDULE 13D
Page 3 of 11 Pages
 
 
1
NAME OF REPORTING PERSON
 
Fundamental Global Partners, 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 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
 
0
  8
SHARED VOTING POWER
 
261,231
  9
SOLE DISPOSITIVE POWER
 
0
 10
SHARED DISPOSITIVE POWER
 
261,231
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
 
261,231
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.8%
 
14
TYPE OF REPORTING PERSON
 
PN
 
 
 
CUSIP No. 46564T107
SCHEDULE 13D
Page 4 of 11 Pages
 
 
1
NAME OF REPORTING PERSON
 
Fundamental Global Partners Master Fund, 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 ITEM 2(d) or 2(e)
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
  7
SOLE VOTING POWER
 
0
  8
SHARED VOTING POWER
 
250,789
  9
SOLE DISPOSITIVE POWER
 
0
 10
SHARED DISPOSITIVE POWER
 
250,789
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
 
250,789
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.8%
 
14
TYPE OF REPORTING PERSON
 
PN
 
 
 
CUSIP No. 46564T107
SCHEDULE 13D
Page 5 of 11 Pages
 
 
1
NAME OF REPORTING PERSON
 
RELM Wireless Corporation
 
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 ITEM 2(d) or 2(e)
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Nevada
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
  7
SOLE VOTING POWER
 
0
  8
SHARED VOTING POWER
 
1,614,928
  9
SOLE DISPOSITIVE POWER
 
0
 10
SHARED DISPOSITIVE POWER
 
1,614,928
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
 
1,614,928
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.0%
 
14
TYPE OF REPORTING PERSON
 
CO
 
 
 
CUSIP No. 46564T107
SCHEDULE 13D
Page 6 of 11 Pages
 
 
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
 
OO; AF
 
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
 
10,751*
  8
SHARED VOTING POWER
 
2,126,948
  9
SOLE DISPOSITIVE POWER
 
10,751*
 10
SHARED DISPOSITIVE POWER
 
2,126,948
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
 
2,137,699*
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.6%
 
14
TYPE OF REPORTING PERSON
 
IN
 
________________
*Includes 8,146 restricted stock units.
 
 
CUSIP No. 46564T107
SCHEDULE 13D
Page 7 of 11 Pages
 
 
This Amendment No. 4 to Statement of Beneficial Ownership on Schedule 13D (this Amendment No. 4) amends the Statement of Beneficial Ownership on Schedule 13D filed by the Reporting Persons on February 26, 2016 (as amended, the Schedule 13D or this Statement), with respect to the Common Stock, $0.10 par value per share (the Common Stock), of Iteris, Inc., a Delaware corporation (the Company). Capitalized terms used but not defined in this Amendment No. 4 shall have the meanings set forth in the Schedule 13D. Except as amended and supplemented by this Amendment No. 4, 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: FGPP, $1,150,462, FGPM, $926,707, and RELM, $2,963,352. The source of these funds was working capital of FGPP, FGPM, and RELM, as applicable.
 
The Common Stock reported as owned by Mr. Cerminara was received as compensation for his service as a director of the Company. On September 1, 2016, Mr. Cerminara received 2,605 restricted stock units, which vested in full on October 26, 2016. On March 3, 2017, Mr. Cerminara received 8,146 restricted stock units, which vest in full on the first anniversary of the grant date, subject to Mr. Cerminara’s continued service as a director. Each restricted stock unit represents the right to receive one share of Common Stock.
 
Item 5. Interest in Securities of the Issuer.
 
(a)           The Reporting Persons beneficially own in the aggregate 2,137,699 shares of Common Stock, which represents approximately 6.6% of the Companys outstanding shares of Common Stock.
 
Each of FGPP, FGPM and RELM directly holds the number and percentage of shares of Common Stock disclosed as beneficially owned by it in the applicable table set forth on the cover page to this Statement. Share purchases by RELM were made through Tactical Capital Investments LLC, a Delaware limited liability company and a wholly-owned subsidiary of RELM. None of the other Reporting Persons or, to the Reporting Persons knowledge, any individuals identified on Schedule B to the Schedule 13D directly holds any of the shares of Common Stock disclosed in this Statement, except as previously described in Item 5 of the Schedule 13D or as described below.
 
100 shares of Common Stock are held by RELM of record; the remaining shares of Common Stock held by RELM are in an account that is managed by CWA Asset Management Group, LLC (doing business as Capital Wealth Advisors). CWA Asset Management Group, LLC provides wealth management, estate planning and family office services to individual investors. Fundamental Global Investors, LLC owns 50% of CWA Asset Management Group, LLC. In addition, CWA Asset Management Group, LLC holds 104,078 shares of Common Stock for the accounts of individual investors, which represents approximately 0.5% of the Company’s outstanding shares of Common Stock.
 
Each percentage ownership of shares of Common Stock set forth in this Statement is based on the 32,493,210 shares of Common Stock reported by the Company as outstanding as of June 5, 2017 in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on June 13, 2017 with respect to its fiscal year ended March 31, 2017.
 
(c)         On April 28, 2017, in a cross-trade, FGPP acquired 125,624 shares of Common Stock from FGPM at a purchase price of $5.22 per share. On June 14, 2017, FGPM completed a withdrawal and redemption in-kind of 88,028 shares of Common Stock from FGPM to a limited partner.
 
The transactions effected by the Reporting Persons in the Common Stock through the open market during the past 60 days are set forth on Schedule A to this Statement.
 
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. 4, which agreement is set forth on the signature page to this Statement.
 
 
CUSIP No. 46564T107
SCHEDULE 13D
Page 8 of 11 Pages
 
 
SIGNATURE
 
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certifies 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: June 20, 2017
 
FUNDAMENTAL GLOBAL PARTNERS, LP,
by Fundamental Global Partners GP, LLC, its general partner
 
/s/ D. Kyle Cerminara                                                                 
D. Kyle Cerminara
Partner and Manager
 
FUNDAMENTAL GLOBAL PARTNERS MASTER FUND, LP,
by FG Partners GP, LLC, its general partner
 
/s/ D. Kyle Cerminara                                                                 
D. Kyle Cerminara
Manager
 
FUNDAMENTAL GLOBAL INVESTORS, LLC
 
/s/ D. Kyle Cerminara                                                                 
D. Kyle Cerminara
Chief Executive Officer, Partner and Manager
 
FGI FUNDS MANAGEMENT, LLC
 
/s/ D. Kyle Cerminara                                                                 
D. Kyle Cerminara
Manager
 
D. KYLE CERMINARA
 
/s/ D. Kyle Cerminara                                                                 
 
LEWIS M. JOHNSON
 
/s/ Lewis M. Johnson                                                                 
 
JOSEPH H. MOGLIA
 
/s/ Joseph H. Moglia                                                       
 
RELM WIRELESS CORPORATION
 
/s/ William P. Kelly                                                       
William P. Kelly
EVP and Chief Financial Officer
 
 
CUSIP No. 46564T107
SCHEDULE 13D
Page 9 of 11 Pages
 
 
Schedule A
 
Transactions by the Reporting Persons in the Common Stock in the Past 60 Days:
 
Fundamental Global Partners Master Fund, LP (FGPM):
 
Transaction Date
Number of Shares
Bought/(Sold)
Average Price Per
Share ($)
 
 
 
6/12/2017
(90,480)
$ 5.50
6/13/2017
(18,270)
$ 5.47
 
Fundamental Global Partners, LP (FGPP):
 
Transaction Date
Number of Shares
Bought/(Sold)
Average Price Per
Share ($)
 
 
 
6/12/2017
(94,220)
$ 5.50
6/13/2017
(19,027)
$ 5.47
 
 RELM Wireless Corporation:
 
Transaction Date
Number of Shares
Bought/(Sold)
Average Price Per
Share ($)
 
 
 
6/12/2017
(135,800)
$ 5.50
6/13/2017
(27,421)
$ 5.47
 
 
 
 
CUSIP No. 46564T107
SCHEDULE 13D
Page 10 of 11 Pages
 
 
Schedule B
 
Identity and Background of Executive Officers of RELM Wireless Corporation
 
Name
Business Address
Present Principal Occupation and Name, Principal Business and Address of any Organization in which
such Employment Is Conducted
Timothy A. Vitou
7100 Technology Drive
West Melbourne, FL 32904
 
 
President
RELM Wireless Corporation
7100 Technology Drive
West Melbourne, FL 32904
 
William P. Kelly
7100 Technology Drive
West Melbourne, FL 32904
 
Executive Vice President and Chief Financial Officer
RELM Wireless Corporation
7100 Technology Drive
West Melbourne, FL 32904
 
James E. Gilley
7100 Technology Drive
West Melbourne, FL 32904
Chief Technology Officer and Vice President
RELM Wireless Corporation
7100 Technology Drive
West Melbourne, FL 32904
 
Identity and Background of Directors of RELM Wireless Corporation
 
Name
Business Address
Present Principal Occupation and Name, Principal Business and Address of any Organization in which
such Employment Is Conducted
D. Kyle Cerminara
Chairman of the Board of RELM
4201 Congress Street,
Suite 140
Charlotte, NC 28209
 
 
11422 Miracle Hills Drive
Suite 300
Omaha, NE 68154
 
Chief Executive Officer
Fundamental Global Investors, LLC
4201 Congress Street, Suite 140
Charlotte, NC 28209
 
Chief Executive Officer and
Chairman of the Board of Directors
Ballantyne Strong, Inc.
11422 Miracle Hills Drive, Suite 300
Omaha, NE 68154
 
Ballantyne Strong, Inc. is a publicly-held holding company with diverse business activities focused on serving the cinema, retail, financial, and government markets.
 
131 Plantation Ridge Drive
Suite 100
Mooresville, NC 28117
 
 
Lewis M. Johnson
c/o CWA Asset Management Group, LLC
9130 Galleria Court
Third Floor
Naples, FL 34109
 
c/o Fundamental Global Investors, LLC
4201 Congress Street
Suite 140
Charlotte, NC 28209
CWA Asset Management Group, LLC
9130 Galleria Court, Third Floor
Naples, FL 34109
 
 
Co-Founder and Partner
Fundamental Global Investors, LLC
4201 Congress Street, Suite 140
Charlotte, NC 28209
 
 
 
CUSIP No. 46564T107
SCHEDULE 13D
Page 11 of 11 Pages
 
 
Name
Business Address
Present Principal Occupation and Name, Principal Business and Address of any Organization in which
such Employment Is Conducted
General E. Gray Payne
c/o The Columbia Group
100 M Street SE, Suite 900
Washington, D.C. 20003
Senior Vice President
The Columbia Group
100 M Street SE, Suite 900
Washington, D.C. 20003
 
The Columbia Group is a federal consulting firm working with the Department of Defense, Department of Homeland Security, NOAA and private clients.
 
Charles T. Lanktree
7100 Technology Drive
West Melbourne, FL 32904
President and Chief Executive Officer
Eggland’s Best, LLC
2 Ridgedale Avenue, Suite 201
Cedar Knolls, NJ 07927
 
Eggland’s Best, LLC is a distributor of nationally branded eggs.
 
Ryan R.K. Turner
7100 Technology Drive
West Melbourne, FL 32904
Vice President of Strategic Investments
Ballantyne Strong, Inc.
11422 Miracle Hills Drive, Suite 300
Omaha, NE 68154
 
Ballantyne Strong, Inc. is a publicly-held holding company with diverse business activities focused on serving the cinema, retail, financial, and government markets.
 
John W. Struble
7100 Technology Drive
West Melbourne, FL 32904
Chief Financial Officer
IntraPac International Corporation
136 Fairview Road, Suite 320
Mooresville, NC 28117
 
IntraPac International Corporation is a private equity owned manufacturing company.
 
Michael R. Dill
7100 Technology Drive
West Melbourne, FL 32904
President, Aerospace, Power Generation and General Industrial divisions
AFGlobal Corporation
945 Bunker Hill Rd, Suite 500
Houston, TX 77024
 
AFGlobal Corporation is a privately-held, integrated technology and manufacturing company.