Filing Details
- Accession Number:
- 0001654954-17-008243
- Form Type:
- 13D Filing
- Publication Date:
- 2017-09-07 16:38:28
- Filed By:
- Rutherford Scott Douglas
- 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 |
|---|---|---|---|---|---|---|
| Scott Rutherford | 748,226 | 0 | 748,226 | 0 | 748,226 | 5.4% |
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)
Scott Rutherford
Brekford Traffic Safety, Inc.
7020 Dorsey Rd., Suite C
Hanover, MD 21706
(410) 762-0800
(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 Scott
Rutherford | ||||
|
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 748,226(2) | ||
| |
8 | | SHARED
VOTING POWER 0 | |||
| |
9 | | SOLE
DISPOSITIVE POWER 748,226(2) | |||
| |
10 | | SHARED
DISPOSITIVE POWER 0 | |||
| 11 | | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 748,226(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) 5.4%(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 Scott Rutherford, an individual. Mr. Rutherford
serves as the Chief Technology Officer of Brekford Traffic Safety,
Inc. (“Brekford”), a wholly owned subsidiary of the
Issuer following the Mergers as set forth below in Item 3. His
business address is identical to the business address of Brekford
as reported on the coverpage of this Schedule
13D. Mr. Rutherford 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. Rutherford 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., Brekford, 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. Rutherford in
exchange for his Brekford 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. Rutherford 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. Rutherford in connection with his employment by Brekford which
could result in the acquisition of additional beneficial ownership
of Common Shares of the Issuer.
Mr. Rutherford 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.
Except as described above, Mr. Rutherford 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. Rutherford holds directly 748,226 Common Shares
of the Issuer. Mr. Rutherford may be deemed to be the beneficial
owner with sole voting and dispositive power of 748,226 shares of
Common Stock, or 5.4% 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. Rutherford in
connection with the Mergers:
|
Trade Date | |
Common Shares Acquired | |
Price Per Share ($) |
| 8/28/2017 | | 748,226 | | N/A
– Exchanged for Brekford 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. Rutherford 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.
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/ Scott
Rutherford | |
| | | Scott Rutherford | |