Form SC 13G/A - Statement of Beneficial Ownership by Certain Investors: [Amend]
December 06 2024 - 8:18PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Psychemedics
Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
744375205
(CUSIP Number)
December 4, 2024
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
¨ |
Rule 13d-1(b) |
x |
Rule 13d-1(c) |
¨ |
Rule 13d-1(d) |
*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 the 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
Page 1 of 11 Pages
CUSIP NO. 744375205 |
Page 2 of 11 Pages |
CUSIP
No. 744375205 |
(1) Names
of reporting persons |
Powell Anderson Capital Partners LLC |
(2) Check
the appropriate box if a member of a group |
(a) ¨ |
(see
instructions) |
(b) ¨ |
(3) SEC
use only |
|
(4) Citizenship
or place of organization |
DE |
Number
of shares beneficially owned by each reporting person with: |
|
(5) Sole
voting power |
0 |
(6) Shared
voting power |
737,565* |
(7) Sole
dispositive power |
0 |
(8) Shared
dispositive power |
737,565* |
(9) Aggregate
amount beneficially owned by each reporting person |
737,565 |
(10) Check
if the aggregate amount in Row (9) excludes certain shares (see instructions) |
¨ |
(11)
Percent of class represented by amount in Row (9) |
12.51%† |
(12)
Type of reporting person (see instructions) |
IA |
|
|
|
* Powell Anderson Capital Partners LLC is the Managing Member
of PACP Jupiter LLC and the Investment Manager of Powell Anderson Capital LP (the “Funds”) in which such shares referred
to above are held. As a result, Powell Anderson Capital Partners LLC possesses the power to vote and dispose or direct the disposition
of all the shares owned by the Funds.
†
Based on a total of 5,894,461 shares outstanding of the Issuer as of November 11, 2024, as set forth in the Issuer’s most
recent Form 10-Q, filed November 12, 2024.
CUSIP NO. 744375205 |
Page 3 of 11 Pages |
CUSIP
No. 744375205 |
(1) Names
of reporting persons |
PACP
Jupiter LLC |
(2) Check
the appropriate box if a member of a group |
(a) ¨ |
(see
instructions) |
(b) ¨ |
(3) SEC
use only |
|
(4) Citizenship
or place of organization |
DE |
Number
of shares beneficially owned by each reporting person with: |
|
(5) Sole
voting power |
0 |
(6) Shared
voting power |
407,565 |
(7) Sole
dispositive power |
0 |
(8) Shared
dispositive power |
407,565 |
(9) Aggregate
amount beneficially owned by each reporting person |
407,565 |
(10) Check
if the aggregate amount in Row (9) excludes certain shares (see instructions) |
¨ |
(11)
Percent of class represented by amount in Row (9) |
6.91%† |
(12)
Type of reporting person (see instructions) |
PN |
|
|
|
†
Based on a total of 5,894,461 shares outstanding of the Issuer as of November 11, 2024, as set forth in the Issuer’s most
recent Form 10-Q, filed November 12, 2024.
CUSIP NO. 744375205 |
Page 4 of 11 Pages |
CUSIP
No. 744375205 |
(1) Names
of reporting persons |
Powell
Anderson Capital LP |
(2) Check
the appropriate box if a member of a group |
(a) ¨ |
(see
instructions) |
(b) ¨ |
(3) SEC
use only |
|
(4) Citizenship
or place of organization |
DE |
Number
of shares beneficially owned by each reporting person with: |
|
(5) Sole
voting power |
0 |
(6) Shared
voting power |
330,000 |
(7) Sole
dispositive power |
0 |
(8) Shared
dispositive power |
330,000 |
(9) Aggregate
amount beneficially owned by each reporting person |
330,000 |
(10) Check
if the aggregate amount in Row (9) excludes certain shares (see instructions) |
¨ |
(11)
Percent of class represented by amount in Row (9) |
5.60%† |
(12)
Type of reporting person (see instructions) |
PN |
|
|
|
†
Based on a total of 5,894,461 shares outstanding of the Issuer as of November 11, 2024, as set forth in the Issuer’s most
recent Form 10-Q, filed November 12, 2024.
CUSIP NO. 744375205 |
Page 5 of 11 Pages |
CUSIP
No. 744375205 |
(1) Names
of reporting persons |
R.
Adam Lindsay |
(2) Check
the appropriate box if a member of a group |
(a) ¨ |
(see
instructions) |
(b) ¨ |
(3) SEC
use only |
|
(4) Citizenship
or place of organization |
United States of America |
Number
of shares beneficially owned by each reporting person with: |
|
(5) Sole
voting power |
0 |
(6) Shared
voting power |
737,565* |
(7) Sole
dispositive power |
0 |
(8) Shared
dispositive power |
737,565* |
(9) Aggregate
amount beneficially owned by each reporting person |
737,565 |
(10) Check
if the aggregate amount in Row (9) excludes certain shares (see instructions) |
¨ |
(11)
Percent of class represented by amount in Row (9) |
12.51%† |
(12)
Type of reporting person (see instructions) |
IN |
|
|
|
*Mr. Lindsay is the Managing Member of Powell Anderson Capital Partners
LLC, the Managing Member of PACP Jupiter LLC and the Investment Manager of Powell Anderson Capital LP. As a result, Mr. Lindsay possesses
the power to vote and dispose or direct the disposition of all the shares beneficially owned by PACP Jupiter LLC and Powell Anderson
Capital LP. Mr. Lindsay disclaims beneficial ownership of any of the shares held by the Funds.
†
Based on a total of 5,894,461 shares outstanding of the Issuer as of November 11, 2024, as set forth in the Issuer’s most
recent Form 10-Q, filed November 12, 2024.
CUSIP NO. 744375205 |
Page 6 of 11 Pages |
Item 1(a). |
Name of Issuer: |
|
|
|
Psychemedics Corporation (the “Issuer”). |
|
|
Item 1(b). |
Address of the Issuer's Principal Executive Offices: |
|
|
|
552 Spring Valley
Road |
|
Dallas, TX 75254 |
|
|
Item 2(a). |
Name of Person Filing |
|
|
|
The names of the person
filing this statement on Schedule 13G (collectively, the “Reporting Person”)
are:
Powell Anderson Capital Partners LLC
PACP Jupiter LLC
Powell Anderson Capital LP
R. Adam Lindsay |
|
|
Item 2(b). |
Address of Principal Business Office or, if None, Residence: |
|
|
|
5532 Lillehammer Lane, Suite 200
Park City, UT 84098 |
|
|
|
Item 2(c). |
Citizenship: |
|
|
|
Powell
Anderson Capital Partners LLC is a Delaware Limited Liability Company. PACP Jupiter LLC is
a Delaware Limited Liability Company. Powell Anderson Capital LP is a Delaware Limited Partnership.
R. Adam Lindsay is a citizen of the United States. |
|
|
Item 2(d). |
Title of Class of Securities:
|
|
Common Stock (the “Shares”).
|
Item 2(e). |
CUSIP Number: |
|
744375205
|
CUSIP NO. 744375205 |
Page 7 of 11 Pages |
Item 3. |
If this statement
is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
|
|
|
(a) ¨ Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b) ¨ Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) ¨ Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d) ¨ Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
(e) ¨ An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f) ¨ An
employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
(g) ¨ A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h) ¨ A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) ¨ A
church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of
1940 (15 U.S.C. 80a-3);Page 5 of 6 pages
(j) ¨ Group,
in accordance with §240.13d-1(b)(1)(ii)(J) |
|
|
Item 4. |
Ownership: |
|
|
Item 4(a). |
Amount Beneficially Owned:
Aggregate of all Reporting Persons: 737,565
Powell Anderson Capital Partners LLC - 737,565
PACP Jupiter LLC - 407,565
Powell Anderson Capital LP – 330,000 |
|
R. Adam Lindsay - 737,565* |
|
|
Item 4(b). |
Percent of Class:
Aggregate of all Reporting Persons: 12.51%
Powell Anderson Capital Partners LLC –
12.51%
PACP Jupiter LLC – 6.91%
Powell Anderson Capital LP – 5.60%
R. Adam Lindsay - 12.51%* |
CUSIP NO. 744375205 |
Page 8 of 11 Pages |
Item 4(c). |
Number of shares
as to which such person has: |
|
|
|
(i) |
Sole power to vote or direct the vote:
Powell Anderson Capital Partners LLC –
0
PACP Jupiter LLC - 0
Powell Anderson Capital LP - 0
R. Adam Lindsay - 0 |
|
|
|
|
(ii) |
Shared power to vote or to direct the vote:
Powell Anderson Capital Partners LLC 737,565
PACP Jupiter LLC - 407,565
Powell Anderson Capital LP –
330,000
R. Adam Lindsay – 737,565* |
|
|
|
|
(iii) |
Sole power to dispose or to direct the disposition of:
Powell Anderson Capital Partners LLC –
0
PACP Jupiter LLC - 0
Powell Anderson Capital LP - 0
R. Adam Lindsay - 0 |
|
|
|
|
(iv) |
Shared power to dispose or to direct the disposition of:
Powell Anderson Capital Partners LLC –
737,565
PACP Jupiter LLC - 407,565
Powell Anderson Capital LP – 330,000
R. Adam Lindsay – 737,565* |
*Mr. Lindsay is the Managing Member of Powell Anderson Capital Partners
LLC, the Managing Member of PACP Jupiter LLC and the Investment Manager of Powell Anderson Capital LP. As a result, Mr. Lindsay possesses
the power to vote and dispose or direct the disposition of all the shares beneficially owned by PACP Jupiter LLC and Powell Anderson
Capital LP. Mr. Lindsay disclaims beneficial ownership of any of the shares held by the Funds.
CUSIP NO. 744375205 |
Page 9 of 11 Pages |
Item 5. |
Ownership of Five Percent or Less of a Class: |
|
|
|
This Item 5 is not applicable. |
|
|
Item 6. |
Ownership of More than Five Percent on Behalf of Another Person: |
|
|
|
This Item 6 is not applicable. |
|
|
Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company: |
|
|
|
This Item 7 is not applicable. |
|
|
Item 8. |
Identification and Classification of Members of the Group: |
|
|
|
See Exhibit A. |
|
|
Item 9. |
Notice of Dissolution of Group: |
|
|
|
This Item 9 is not applicable. |
|
|
Item 10. |
Certification: |
|
By signing below the Reporting Person certifies that, to the best of such person's knowledge
and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing
or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant
in any transaction having such purpose or effect. |
CUSIP NO. 744375205 |
Page 10 of 11 Pages |
SIGNATURES
After reasonable inquiry and
to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete
and correct.
Date: |
December 6, 2024 |
|
|
|
|
Signature: |
/s/ R. Adam
Lindsay |
|
Name: |
R. Adam Lindsay |
|
|
|
|
Powell Anderson Capital LP |
|
|
|
By: |
/s/ R. Adam
Lindsay |
|
Name: |
R. Adam Lindsay |
|
Title: |
Managing Member of Powell Anderson Capital Partners
LLC, the Investment Manager of Powell Anderson Capital LP |
|
|
|
PACP Jupiter LLC |
|
|
|
|
By: |
/s/ R. Adam
Lindsay |
|
Name: |
R. Adam Lindsay |
|
Title: |
Managing Member of Powell Anderson Capital Partners LLC, the Managing Member of PACP Jupiter LLC |
|
|
|
|
Powell Anderson Capital Partners LLC |
|
|
|
By: |
/s/ R. Adam
Lindsay |
|
Name: |
R. Adam Lindsay |
|
Title: |
Managing Member |
|
CUSIP NO. 744375205 |
Page 11 of 11 Pages |
EXHIBIT A
Joint Filing Agreement
The Undersigned agree that the statements on Schedule 13G with respect
to the common stock of Psychemedics Corporation dated as of December 6, 2024, is, and any amendment thereto signed by each of the undersigned
shall be, filed on behalf of each of them pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange
Act of 1934, as amended.
Date: |
December 6, 2024 |
|
|
|
|
Signature: |
/s/ R. Adam
Lindsay |
|
Name: |
R. Adam Lindsay |
|
|
|
|
Powell Anderson Capital LP |
|
|
|
By: |
/s/ R. Adam
Lindsay |
|
Name: |
R. Adam Lindsay |
|
Title: |
Managing Member of Powell Anderson Capital Partners
LLC, the Investment Manager of Powell Anderson Capital LP |
|
|
|
PACP Jupiter LLC |
|
|
|
|
By: |
/s/ R. Adam
Lindsay |
|
Name: |
R. Adam Lindsay |
|
Title: |
Managing Member of Powell Anderson Capital Partners LLC, the Managing Member of PACP Jupiter LLC |
|
|
|
|
Powell Anderson Capital Partners LLC |
|
|
|
By: |
/s/ R. Adam
Lindsay |
|
Name: |
R. Adam Lindsay |
|
Title: |
Managing Member |
|
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