Statement of Changes in Beneficial Ownership (4)
November 15 2022 - 4:03PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
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3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Eriksen Howard Timothy |
2. Issuer Name and Ticker or Trading Symbol
TSR INC
[
TSRI
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
8695 GLENDALE RD. |
3. Date of Earliest Transaction
(MM/DD/YYYY)
11/14/2022 |
(Street)
CUSTER, WA 98240
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock, $0.01 par value | 11/14/2022 | | P | | 3508 (1) | A | $7.31 | 7012 | I | See footnote (1) |
Common Stock, $0.01 par value | 11/15/2022 | | P | | 1029 (1) | A | $7.40 | 8041 | I | See footnote (1) |
Common Stock, $0.01 par value | | | | | | | | 26800 (2) | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
(1) | Mr. Eriksen is the Managing Member of Eriksen Capital Management ("ECM") which manages separately managed accounts ("SMAs") and is also the Managing Member of Cedar Creek Partners, an investment partenrship. ECM executed open market purchases for 4,537 shares of common stock in various SMAs, including 1,701 shares for accounts of adult children of Mr. Eriksen. The respective owners of the SMAs are responsible to vote the shares. The reporting person disclaims benefiical ownership of the reported securities except to the extent of his pecuniary interest therein. |
(2) | These shares are owned solely by Mr. Eriksen. They represent restricted stock awards granted under the TSR, Inc. 2020 Equity Incentive Plan. Of these shares, 6,800 are fully vested and 20,000 of these shares of restricted stock will remain subject to forfeiture for three years from the grant date. The lapse of the forfeiture restrictions is conditioned on the reporting person continuing to provide services to TSR, Inc. (the "Company") through each vesting date. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Eriksen Howard Timothy 8695 GLENDALE RD. CUSTER, WA 98240 | X |
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Signatures
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/s/ Tim Eriksen on behalf of ECM | | 11/15/2022 |
**Signature of Reporting Person | Date |
/s/ Tim Eriksen | | 11/15/2022 |
**Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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