Filing Details

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )*

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

Robert M. Stafford

275 Battery Street, Suite 200

San Francisco, CA 94111

 

(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).

 

(1)

Includes (i) options to purchase 24,000 shares of Common Stock that are vested and exercisable as of the date of this Schedule 13D, (ii) 250,000 shares of Common Stock held by Pacific Asset Partners, a California limited partnership (the "Partnership"), of which the Reporting Person is the general partner, and (iii) 111,000 shares of Common Stock held by the Stafford Family Trust, a trusts for the benefit of the Reporting Person's children and grandchildren (the "Trust"), of which the Reporting Person is a co-trustee.  As the general partner of the Partnership and a co-trustee of the Trust, the Reporting Person has sole voting and dispositive power over the shares of Common Stock held by the Partnership and the Trust, respectively.

(2)	The percentages specified herein and in the rest of this Schedule 13D are calculated based on 7,696,091 shares of Common Stock issued and outstanding as of October 31, 2017, as reported in the Annual Report on Form 10-K filed by the Issuer on February 13, 2018.

ITEM 1.  Security and Issuer

This statement on Schedule 13D (this "Schedule 13D") relates to the Common Stock, par value $0.01 (the "Common Stock"), of PASSUR Aerospace, Inc. (the "Issuer").  The address of the principal executive offices of the Issuer is One Landmark Square, Suite 1900, Stamford, Connecticut 06901.

ITEM 2.  Identity and Background

ITEM 3.  Source and Amount of Funds or Other Consideration.

The Reporting Person beneficially owns in the aggregate 388,900 shares of Common Stock, including 111,000 shares of Common Stock held by the Trust and 250,000 shares of Common Stock held by the Partnership.

The Reporting Person acquired, directly and through the Trust, 3,900 and 48,500 shares of Common Stock, respectively, in a series of open market purchases in 2010 and 2011, at the then current market prices, for an aggregate purchase price of approximately $147,168.  The Reporting Person funded these purchases from his personal funds.  The Trust funded these purchases from the cash held in the Trust.

The Reporting Person acquired, through the Trust and the Partnership, additional 62,500 and 250,000 shares of Common Stock, respectively, in connection with the Issuer's private placement completed on May 9, 2011, for an aggregate purchase price of approximately $1,250,000.  The Trust funded this purchase from the cash held in the Trust, and the Partnership funded this purchase using cash on hand.  As the general partner of the Partnership and a co-trustee of the Trust, the Reporting Person has sole voting and dispositive power over the shares of Common Stock held by the Partnership and the Trust, respectively.

In addition, on June 19, 2013, the Issuer granted the Reporting Person options to purchase 30,000 shares of Common Stock, at an exercise price of $2.73 per share.  As of the date of this Schedule 13D, options to purchase 24,000 shares of Common Stock have vested and are exercisable by the Reporting Person.

ITEM 4.  Purpose of Transaction.

The Reporting Person acquired beneficial ownership of the shares of Common Stock as described in Item 3 above.

 

Subject to all applicable securities law restrictions, the Reporting Person may acquire additional shares of Common Stock or dispose of shares of Common Stock from time to time, in the open market, in privately negotiated transactions with third parties or otherwise, subject to and depending upon prevailing market conditions for such securities.

The Reporting Person has no current plans or proposals that relate to, or would result in, any of the matters referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D.

ITEM 5.  Interest in Securities of the Issuer.

ITEM 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

ITEM 7. Material to be Filed as Exhibits

Not applicable.

 

SIGNATURES

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.

 

 

 

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