Amended Statement of Beneficial Ownership (sc 13d/a)
October 08 2020 - 5:02AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
13D
(Rule
13d-101)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE
13d-2(a)
(Amendment
No. 14)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
September 30th, 2020
(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 Rule 13d-1(e), 13d-1(f) or 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.
(Continued
on following pages)
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 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 PERSONS
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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE
VOTING POWER
-
0 -
|
8
|
SHARED
VOTING POWER
1,024,062
|
9
|
SOLE
DISPOSITIVE POWER
-
0 -
|
10
|
SHARED
DISPOSITIVE POWER
1,024,062
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,024,062
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.68%
|
14
|
TYPE
OF REPORTING PERSON
IA,
PN
|
1
|
NAME
OF REPORTING PERSONS
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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE
VOTING POWER
-
0 -
|
8
|
SHARED
VOTING POWER
2,693,929
|
9
|
SOLE
DISPOSITIVE POWER
-
0 -
|
10
|
SHARED
DISPOSITIVE POWER
2,693,929
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,693,929
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.42%
|
14
|
TYPE
OF REPORTING PERSON
IA,
OO
|
1
|
NAME
OF REPORTING PERSONS
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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE
VOTING POWER
259,246
|
8
|
SHARED
VOTING POWER
2,693,929
|
9
|
SOLE
DISPOSITIVE POWER
259,246
|
10
|
SHARED
DISPOSITIVE POWER
2,693,929
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,953,175
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.85%
|
14
|
TYPE
OF REPORTING PERSON
IN
|
The following constitutes Amendment No. 14 to the Schedule 13D
filed by the undersigned (“Amendment No. 11”). This Amendment No. 14 amends the Schedule 13D as specifically set forth
herein.
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 60,946,501 Shares outstanding as of July 27th, 2020, as reported in the Issuer’s Form
10-Q filed with the Securities and Exchange Commission on August 8th, 2020.
|
(a)
|
As of the close of business on October 7th, 2020, Philotimo beneficially
owned 1,024,062 Shares.
|
Percentage:
Approximately 1.68%
|
(b)
|
1.
Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,024,062
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 1,024,062
|
|
(c)
|
The transactions in the Shares by Philotimo in the 60 days preceding
this Amendment No. 14 are set forth in Schedule A and are incorporated herein by reference.
|
|
(a)
|
As of the close of business on October 7th, 2020, KWM beneficially
owned 1,669,867 Shares. KWM, as the general partner of Philotimo, may be deemed the beneficial owner of the 1,024,062 Shares owned
by Philotimo.
|
Percentage:
Approximately 4.42%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 2,693,929
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 2,693,929
|
|
(c)
|
The transactions in the Shares by KWM in the 60 days preceding
this Amendment No. 14 are set forth in Schedule A and are incorporated herein by reference.
|
|
(a)
|
As of the close of business on October 7th, Mr. Kanen directly
beneficially owned 527,885 Shares. Mr. Kanen, as the managing member of KWM, may be deemed the beneficial owner of the (i) 1,669,867
Shares owned by KWM and (ii) 1,024,062 Shares owned by Philotimo.
|
Percentage:
Approximately 4.85%
|
(b)
|
1. Sole power to vote or direct vote: 259,246
2. Shared power to vote or direct vote: 2,693,929
3. Sole power to dispose or direct the disposition: 259,246
4. Shared power to dispose or direct the disposition: 2,693,929
|
|
(c)
|
The transactions in the Shares by Mr. Kanen in the 60 days
preceding this Amendment No. 14 are set forth in Schedule A and are incorporated herein by reference. The transactions in the
Shares on behalf of KWM in the 60 days preceding this Amendment No. 13 are set forth in Schedule A and are incorporated herein
by reference.
|
KWM, in its role as investment
manager to several customer accounts (collectively, the “Accounts”) to which it furnishes investment advice,
and Mr. Kanen, as the managing member of KWM, may each be deemed to beneficially own shares of the Issuer’s Shares held in
the Accounts.
Each Reporting Person, as a member of a “group”
with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be
deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Each Reporting Person disclaims beneficial
ownership of such Shares except to the extent of his or its pecuniary interest therein.
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:
October 7th, 2020
|
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
|
SCHEDULE A
Transactions
in the Shares of the Issuer Effected in the 60 Days Preceding this Amendment No. 14
Nature of the Transaction
|
|
Amount
of
Shares
Purchased/(Sold)
|
|
|
Price ($)
|
|
|
Date
of
Purchase/Sale
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
KANEN
WEALTH MANAGEMENT, llC
Sale of Common Stock
|
|
|
7,000
|
|
|
|
1.0100
|
|
|
08/14/2020
|
Sale of Common Stock
|
|
|
28,500
|
|
|
|
1.0200
|
|
|
08/17/2020
|
Sale of Common Stock
|
|
|
700
|
|
|
|
0.9674
|
|
|
09/16/2020
|
Sale of Common Stock
|
|
|
32,310
|
|
|
|
0.9406
|
|
|
09/29/2020
|
Sale of Common Stock
|
|
|
61,927
|
|
|
|
1.1400
|
|
|
09/30/2020
|
Sale of Common Stock
|
|
|
3,510
|
|
|
|
0.9000
|
|
|
10/02/2020
|
Sale of Common Stock
|
|
|
28,533
|
|
|
|
0.9000
|
|
|
10/05/2020
|
Sale of Common Stock
|
|
|
630,593
|
|
|
|
1.3581
|
|
|
10/06/2020
|
Sale of Common Stock
|
|
|
207,231
|
|
|
|
1.1638
|
|
|
10/07/2020
|
DAvid
L. Kanen
Sale of Common Stock
|
|
|
21,500
|
|
|
|
1.0200
|
|
|
08/17/2020
|
Sale of Common Stock
|
|
|
733
|
|
|
|
0.9406
|
|
|
09/29/2020
|
Sale of Common Stock
|
|
|
1,420
|
|
|
|
0.9336
|
|
|
09/30/2020
|
Sale of Common Stock
|
|
|
90,494
|
|
|
|
1.3581
|
|
|
10/06/2020
|
Sale of Common Stock
|
|
|
41,577
|
|
|
|
1.1638
|
|
|
10/07/2020
|
PHILOTIMO
FUND, LP
Sale of Common Stock
|
|
|
250,000
|
|
|
|
1.06
|
|
|
08/12/2020
|
Sale of Common Stock
|
|
|
200,000
|
|
|
|
1.04
|
|
|
08/10/2020
|
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