Filing Details

Accession Number:
0000921895-18-002377
Form Type:
13D Filing
Publication Date:
2018-08-17 17:57:06
Filed By:
Philotimo Fund, Lp
Company:
Aqua Metals Inc. (NASDAQ:AQMS)
Filing Date:
2018-08-20
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
PHILOTIMO FUND 116,082 116,082 801,983 801,983 2.1%
KANEN WEALTH MANAGEMENT 2,891,142 2,891,142 7.5%
DAVID L. KANEN 2,891,142 3,007,224 7.8%
Filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 9)1

Aqua Metals, Inc.

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

03837J101

(CUSIP Number)

Mr. David L. Kanen

Kanen Wealth Management, LLC

5850 Coral Ridge Drive, Suite 309

Coral Springs, FL 33076

(631) 863-3100

 

ANDREW M. FREEDMAN, ESQ.

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

August 17, 2018

(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.

 

 

 

1              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   NAME OF REPORTING PERSON  
         
        PHILOTIMO 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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         801,983  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          801,983  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        801,983  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        2.1%  
  14   TYPE OF REPORTING PERSON  
         
        IA, PN  

  

3
  1   NAME OF REPORTING PERSON  
         
        KANEN WEALTH MANAGEMENT, LLC  
  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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        FLORIDA  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         2,891,142  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          2,891,142  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        2,891,142  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        7.5%  
  14   TYPE OF REPORTING PERSON  
         
        IA, OO  

  

4

 

  1   NAME OF REPORTING PERSON  
         
        DAVID L. KANEN  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        PF, OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        USA  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         116,082  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         2,891,142  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          116,082  
    10   SHARED DISPOSITIVE POWER  
           
          2,891,142  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        3,007,224  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        7.8%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

5

The following constitutes Amendment No. 9 to the Schedule 13D filed by the undersigned (“Amendment No. 9”). This Amendment No. 9 amends the Schedule 13D as specifically set forth herein.

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

Item 3 is hereby amended and restated to read as follows:

The Shares purchased by Philotimo were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market transactions. The Shares purchased by KWM were purchased with the funds for the accounts of its customers (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market transactions. The Shares purchased by Mr. Kanen were purchased with personal funds (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market transactions. The aggregate purchase price of the 2,089,159 Shares beneficially owned by KWM is approximately $5,682,482, including brokerage commissions. The aggregate purchase price of the 801,983 Shares beneficially owned by Philotimo is approximately $1,972,878, including brokerage commissions. The aggregate purchase price of the 116,082 Shares beneficially owned by Mr. Kanen is approximately $268,290, including brokerage commissions.

Item 5.Interest in Securities of the Issuer.

Items 5(a)-(c) are hereby amended and restated to read as follows:

The aggregate percentage of Shares reported owned by each person named herein is based upon 38,779,710 Shares outstanding, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 8, 2018.

A.Philotimo
(a)As of the close of business on August 17, 2018, Philotimo beneficially owned 801,983 Shares.

Percentage: Approximately 2.1%

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 801,983
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 801,983

 

(c)The transactions in the Shares by Philotimo since the filing of Amendment No. 8 is set forth in Schedule A and are incorporated herein by reference.
B.KWM
(a)

As of the close of business on August 17, 2018, KWM beneficially owned 2,089,159 Shares. KWM, as the general partner of Philotimo, may also be deemed the beneficial owner of the 801,983 Shares owned by Philotimo.

Percentage: Approximately 7.5%

6
(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 2,891,142
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 2,891,142

 

(c)The transactions in the Shares by KWM since the filing of Amendment No. 8 is set forth in Schedule A and are incorporated herein by reference.
C.Mr. Kanen
(a)

As of the close of business on August 17, 2018, Mr. Kanen directly beneficially owned 116,082 Shares. Mr. Kanen, as the managing member of KWM, may be deemed the beneficial owner of the (i) 2,089,159 Shares owned by KWM and (ii) 801,983 Shares owned by Philotimo.

Percentage: Approximately 7.8%

(b)1. Sole power to vote or direct vote: 116,082
2. Shared power to vote or direct vote: 2,891,142
3. Sole power to dispose or direct the disposition: 116,082
4. Shared power to dispose or direct the disposition: 2,891,142

 

(c)Mr. Kanen has not entered into any transactions in the Shares since the filing of Amendment No. 8.

 

7

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: August 17, 2018 

  KANEN WEALTH MANAGEMENT, LLC
   
  By:

/s/ David L. Kanen

    Name: David L. Kanen
    Title: Managing Member

 

  PHILOTIMO FUND, LP
  By: Kanen Wealth Management, LLC its general partner
   
   
  By:

/s/ David L. Kanen

    Name: David L. Kanen
    Title: Managing Member

 

   
   
 

/s/ David L. Kanen

  DAVID L. KANEN

 

8

 

SCHEDULE A

Transactions in the Shares of the Issuer Since the Filing of Amendment No. 8

Nature of the Transaction

Amount of Shares

Purchased/(Sold)

Price ($)

Date of

Purchase/Sale

 

PHILOTIMO FUND, lp

Purchase of Common Stock 275,000 2.4749 08/13/2018

 

KANEN WEALTH MANAGEMENT, LLC

(1) 1,745 -- 07/20/2018
Purchase of Common Stock 250,000 2.4745 08/17/2018

 

(1)Client initiated ACAT out.