- Amended Statement of Beneficial Ownership (SC 13D/A)
March 26 2009 - 1:50PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 3*)
Proliance International,
Inc.
|
(Name of
Issuer)
|
Common Stock,
$0.01 par value
|
(Title of
Class of Securities)
|
Roger
Brown
5111
Maryland Way, Suite 201
Brentwood,
Tennessee 37027
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
March
18, 2009
|
(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).
(Continued
on following pages)
CUSIP
No. 74340R104
|
1.
|
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (
entities
only
).
|
|
|
|
|
|
Roger
Brown
|
|
2.
|
Check the
Appropriate Box if a Member of a Group (See
Instructions)
|
|
(a)...................................................................................................................................................................................................................
|
o
|
|
(b)...................................................................................................................................................................................................................
|
o
|
|
3.
|
SEC Use
Only ..............................................................................................................................................................................................................................................................................
|
|
4.
|
Source of Funds (See
Instructions).......................................
|
OO*
|
|
5.
|
Check if Disclosure
or Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)....................
£
|
|
6.
|
Citizenship or Place
of
Organization United
States citizen
|
|
7.
|
Sole Voting
Power
|
0
|
Number of
|
|
|
|
Shares
|
|
|
|
Beneficially
|
8.
|
Shared Voting
Power
|
0
|
Owned by
|
|
|
|
Each
|
|
|
|
Reporting
|
9.
|
Sole Dispositive
Power
|
0
|
Person
|
|
|
|
With
|
10.
|
Shared Dispositive
Power
|
0
|
|
11.
|
Aggregate Amount
Beneficially Owned by Each Reporting
Person
0
|
|
12.
|
Check if the
Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions).............
£
|
|
13.
|
Percent of Class
Represented by Amount in Row
(11)
0.0%
|
|
14.
|
Type of Reporting
Person (See Instructions)
|
|
|
|
|
|
IN
|
* This
Amendment No. 3 is being filed to report the disposition of Proliance
International, Inc. securities by Roger Brown.
Item 1.
|
Security and
Issuer
|
This
Amendment No. 3 relates to the Common Stock, par value $0.01, of Proliance
International, Inc. (the "Issuer"). The Issuer's principal executive offices are
located at 100 Gando Drive, New Haven, Connecticut 06513.
Item 2.
|
Identity and
Background
|
|
|
(a)
|
Name:
|
|
|
|
|
|
Roger Brown (the
“Reporting Person”)
|
|
|
|
|
(b)
|
Residence or
Business Address:
|
|
|
|
|
|
5111
Maryland Way, Suite 201
Brentwood,
Tennessee 37027
|
|
|
|
|
(c)
|
Principal
Business:
|
|
|
|
|
|
Investor
|
|
|
|
|
|
Address of Principal
Business/Principal Office:
|
|
|
|
|
|
5111
Maryland Way, Suite 201
Brentwood,
Tennessee 37027
|
|
|
|
|
(d)
|
Criminal Convictions
(excluding traffic violations or similar
misdemeanors): None.
|
|
|
|
|
(e)
|
Civil
Proceedings: None.
|
|
|
|
|
(f)
|
Citizenship: United
States
|
Item 3.
|
Source and Amount of Funds or
Other Consideration
|
Not
applicable. This Amendment No. 3 is being filed to report the
disposition by the Reporting Person of the Issuer’s securities.
Item 4.
|
Purpose of
Transaction
|
None.
Item 5.
|
Interest in Securities of the
Issuer
|
|
(a)
|
As
of March 18, 2009, the Reporting Person owns zero (0) shares of Common
Stock of the Issuer, or 0.0% of the Issuer’s Common
Stock.
|
|
|
|
|
(b)
|
See rows 7-10
of cover page.
|
|
|
|
|
(c)
|
The
following is a list of all transactions by the Reporting Person in the
securities reported in this Schedule 13D in the past 60 days, each of
which was an open market sale:
|
Date
|
#
of shares sold
|
Price
|
03/18/09
|
78,513
|
$0.163
|
03/17/09
|
100
|
$0.35
|
03/17/09
|
96,608
|
$0.154
|
03/16/09
|
113,479
|
$0.172
|
03/13/09
|
148,197
|
$0.168
|
03/12/09
|
30,000
|
$0.21
|
03/11/09
|
19,900
|
$0.25
|
03/10/09
|
2,400
|
$0.252
|
03/09/09
|
10,000
|
$0.25
|
03/06/09
|
19,057
|
$0.25
|
03/05/09
|
17,280
|
$0.25
|
03/04/09
|
1,120
|
$0.25
|
03/03/09
|
7,641
|
$0.272
|
03/03/09
|
11,600
|
$0.25
|
02/20/09
|
200
|
$0.40
|
02/19/09
|
31
|
$0.50
|
02/18/09
|
100
|
$0.50
|
02/17/09
|
300
|
$0.50
|
02/13/09
|
3,622
|
$0.51
|
02/13/09
|
60,000
|
$0.50
|
02/12/09
|
139,578
|
$0.525
|
02/12/09
|
20,000
|
$0.517
|
02/10/09
|
10,000
|
$0.70
|
02/10/09
|
5,274
|
$0.735
|
|
|
|
|
(d)
|
Not
applicable.
|
|
|
|
|
(e)
|
The
Reporting Person ceased to be the beneficial owner of more than 5% of the
Issuer’s Common Stock on February 10,
2009.
|
Item 6.
|
Contracts, Arrangements,
Understandings or Relationships with Respect to Securities of the
Issuer
|
None.
Item 7.
|
Materials to be Filed as
Exhibits
|
None.
[
signature on following
page
]
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.
March 26,
2009
|
Date
|
|
/s/Roger
Brown
|
Signature
|
|
Roger
Brown
|
Name/Title
|
The
original statement shall be signed by each person on whose behalf the statement
is filed or his authorized representative. If the statement is signed on behalf
of a person by his authorized representative (other than an executive officer or
general partner of the filing person), evidence of the representative's
authority to sign on behalf of such person shall be filed with the statement:
provided, however, that a power of attorney for this purpose which is already on
file with the Commission may be incorporated by reference. The name and any
title of each person who signs the statement shall be typed or printed beneath
his signature.
Attention:
Intentional misstatements or omissions of fact constitute
Federal
criminal violations (See 18 U.S.C. 1001)
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