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
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).
| 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 Company’s 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. |