Filing Details
- Accession Number:
- 0001654954-17-008239
- Form Type:
- 13D Filing
- Publication Date:
- 2017-09-07 16:33:44
- Filed By:
- Mccarthy James K
- Company:
- Rekor Systems Inc.
- Filing Date:
- 2017-09-07
- 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 |
|---|---|---|---|---|---|---|
| James K. McCarthy | 5,451,672 | 0 | 5,451,672 | 0 | 5,451,672 | 39.1% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Novume Solutions, Inc.
(Name of Issuer)
Common Stock, par value 0.0001 per share
(Title of Class of Securities)
67012D106
(CUSIP Number)
James K. McCarthy
Novume Solutions, Inc.
14420 Albemarle Point Place, Suite 200
Chantilly, VA 20151
(703) 953-3838
(Name, Address and Telephone Number of Person Authorized
to
Receive Notices and Communications)
August 28, 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 Rule 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.
67012D106 | | |
|
1 | | NAMES
OF REPORTING PERSONS James
K. McCarthy | ||||
|
2 | | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) (a) ☐
(b) ☐ | ||||
|
3 | | SEC USE
ONLY | ||||
|
4 | | SOURCE
OF FUNDS (SEE INSTRUCTIONS) SC(1) | ||||
|
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 | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | |
7 | | SOLE
VOTING POWER 5,451,672(2) | ||
| |
8 | | SHARED
VOTING POWER 0 | |||
| |
9 | | SOLE
DISPOSITIVE POWER 5,451,672(2) | |||
| |
10 | | SHARED
DISPOSITIVE POWER 0 | |||
| 11 | | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,451,672(2) | ||||
| 12 | | CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) ☐ | ||||
| 13 | | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 39.1%(2) | ||||
| 14 | | TYPE OF
REPORTING PERSON (SEE INSTRUCTIONS) IN | ||||
(1) See
Item 3 below.
(2) See
Item 5 below.
CUSIP No. 67012D106
ITEM 1. Security and Issuer.
The securities to which this Schedule 13D relates are the
common shares, $0.0001 par value per share (“Common
Shares”) of Novume Solutions, Inc., a Delaware corporation
(the “Issuer”). The address of the executive offices of
the Issuer is 14420 Albemarle Point Place, Suite 200, Chantilly, VA
20151.
ITEM 2. Identity and Background.
(a), (b), (c), (d), (e) and (f). This Schedule 13D
is being filed by James K. McCarthy, an individual. Mr. McCarthy
serves as the Chairman of the Board of Directors of the Issuer, and
is also its Chief Strategy Officer. His business address is
identical to the business address of the Issuer as reported in
Item 1 above. Mr. McCarthy has not, during the last five
years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) nor was he a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of which was or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
Mr. McCarthy is citizen of the United States.
ITEM 3. Source and Amount of Funds or Other
Consideration.
The Common Shares were issued in connection with the closing of the
merger transactions on August 28, 2017 (the
“Mergers”) contemplated by that certain Second Amended
Agreement and Plan of Merger (the “Merger Agreement”)
dated as of July 12, 2017, by and among the Issuer, KeyStone
Solutions, Inc. (“KSI”), Brekford Traffic Safety, Inc.,
Brekford Merger Sub, Inc., and KeyStone Merger Sub, LLC, as
reported by the Issuer in its Current Report on Form 8-K as filed
with the Securities and Exchange Commission (the “SEC”)
on August 29, 2017. In connection with the Mergers, the Issuer
issued the Common Shares to Mr. McCarthy in exchange for his KSI
common shares in the ratio set forth in the Merger
Agreement.
ITEM 4. Purpose of Transaction.
As a result of the closing of the Mergers, Mr. McCarthy exceeded 5%
beneficial ownership of Common Shares of the Issuer necessitating
the filing of this Schedule 13D. In addition, in the future
there may be additional issuances of stock options, restricted
stock, restricted stock units, or other equity grants to Mr.
McCarthy in connection with his employment by the Issuer which
could result in the acquisition of additional beneficial ownership
of Common Shares of the Issuer.
Mr. McCarthy also reserves the right to purchase additional Common
Shares or to dispose of Common Shares in the open market, in
privately negotiated transactions or in any other lawful manner in
the future.
It is the current intent of the Issuer to continue to grow through
strategic acquisitions, and as Chairman of the Board and Chief
Strategy Officer, Mr. McCarthy participates in the review and
evaluation of potential transactions and the consideration used,
including Common Shares of the Issuer.
Except as described above, Mr. McCarthy presently has no plans or
proposals which relate to or would result in any action enumerated
in subparagraphs (a) through (j) of the instructions for
Item 4 of Schedule 13D.
ITEM 5. Interest in Securities of the Issuer.
(a), (b) Mr. McCarthy holds directly 5,451,672 Common Shares
of the Issuer. 2,725,836 of such Common Shares are subject to an
option to purchase by Avon Road Partners, L.P., of which Mr. Robert
Berman, Chief Executive Officer of the Issuer, is the general
partner, pursuant to an Amended and Restated Avon Road Option
Agreement (the “Option Agreement”), the form of which
was previously disclosed by the Issuer in its filings with the SEC,
and in the Form 4 filed with the SEC on August 30, 2017 by Mr.
McCarthy (the “Form 4”). The Option Agreement expires
on March 21, 2019. Mr. McCarthy
may be deemed to be the beneficial owner with sole voting and
dispositive power of 5,451,672 shares of Common Stock, or 39.1% of
the class of securities.
CUSIP No. 67012D106
The calculation of percentage ownership is based on 13,933,991
shares of Common Shares outstanding as of the closing of the
Mergers on August 28, 2017, as reported by the Issuer’s
Transfer Agent on August 31, 2017.
(c) During the last 60 days, the following issuances of the
Issuer’s Common Shares were made to Mr. McCarthy in
connection with the Mergers, as previously reported in the Form 4
as filed with the SEC:
|
Trade Date | |
Common Shares Acquired | |
Price Per Share ($) |
| 8/28/2017 | | 5,451,672 | | N/A
– Exchanged for KSI Common Shares in the Mergers pursuant to
the Merger Agreement |
| | | | | |
(d) and (e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or
Relationship with Respect to the Securities of the
Issuer.
No contracts, arrangements, understandings, or relationships (legal
or otherwise) exist between Mr. McCarthy and any person with
respect to any securities of the Issuer, including, but not limited
to, transfer or voting of any of the securities, finder’s
fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, divisions of profits or loss, or the giving
or withholding of proxies, except for the Amended and Restated Avon
Road Option Agreement as set forth above in Item 5 and incorporated
herein by reference.
CUSIP No. 67012D106
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.
| Dated:
September 7, 2017 | By: | /s/ James
K. McCarthy | |
| | | James K.
McCarthy | |