Amended Statement of Beneficial Ownership (sc 13d/a)
January 04 2019 - 5:04AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
Under the Securities Exchange Act of 1934 (Amendment No. 3)
SOLITRON DEVICES, INC.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title
of Class of Securities)
834256208
(CUSIP Number)
Mr. Christian Olesen
Olesen Capital Management LLC
60 W. Broad Street, Suite 304
Bethlehem, PA 18018
(610) 866 6200
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and Communications)
December 31, 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(b) for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting persons 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).
Page 1
SCHEDULE 13D/A
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY)
Olesen Value Fund L.P.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (See Instructions)
WC
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
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
267,820
|
8
|
SHARED VOTING POWER
0
|
9
|
SOLE DISPOSITIVE POWER
267,820
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
267,820
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
[ ]
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.1%*
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
* Percentage calculated based on 1,901,950 shares of common
stock, par value $.01 per share, outstanding as of December 31, 2016, computed
based on the Form 10-Q filed on January 17, 2017 with the Securities and
Exchange Commission.
Page 2
SCHEDULE 13D/A
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY)
Olesen Value Fund GP LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP
(a) [
]
(b) [X]
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E)
[ ]
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
267,820
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
267,820
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
267,820
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
[ ]
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.1%*
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
* Percentage calculated based on 1,901,950 shares of common
stock, par value $.01 per share, outstanding as of December 31, 2016, computed
based on the Form 10-Q filed on January 17, 2017 with the Securities and
Exchange Commission.
Page 3
SCHEDULE 13D/A
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY)
Christian Olesen
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E)
[ ]
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Denmark
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
267,820
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
267,820
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
267,820
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
[ ]
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.1%*
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
* Percentage calculated based on 1,901,950 shares of common
stock, par value $.01 per share, outstanding as of December 31, 2016, computed
based on the Form 10-Q filed on January 17, 2017 with the Securities and
Exchange Commission.
Page 4
Item 1.
|
Security and Issuer
|
This Schedule 13D relates to shares of the Common Stock, par
value $.01 per share (the Common Stock), of Solitron Devices, Inc. (the
Issuer or Solitron Devices). The address of the Issuer is 3301 Electronics
Way, West Palm Beach, Florida, 33407.
Item 2.
|
Identity and Background
|
This Statement is filed by Olesen Value Fund L.P., Olesen Value
Fund GP LLC and Christian Olesen. Olesen Value Fund L.P. is a private investment
partnership existing under the laws of the State of Delaware. Olesen Value Fund
GP LLC, a Pennsylvania limited liability company, is the general partner of
Olesen Value Fund L.P. Christian Olesen, a citizen of Denmark, is the managing
member of Olesen Value Fund GP LLC. Each of the foregoing is referred to as a
Reporting Person and collectively as the Reporting Persons.
The principal business address of each of the Reporting Persons
is 60 W. Broad Street, Suite 304, Bethlehem, Pennsylvania 18018.
Olesen Value Fund L.P. is primarily engaged in the business of
investing in securities and other investments. Olesen Value Fund GP LLC is
primarily engaged in the business of serving as the general partner of Olesen
Value Fund L.P. Christian Olesens principal occupation is serving as the
managing member of Olesen Value Fund GP LLC and Olesen Capital Management LLC.
Olesen Capital Management LLC, whose principal business address is 60 W. Broad
Street, Suite 304, Bethlehem, PA 18018, is primarily engaged in the business of
serving as the investment manager of Olesen Value Fund L.P.
None of the Reporting Persons nor any manager or executive
officer of the Reporting Persons, has, during the past five years, (a) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or (b) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting, or mandating activities subject to, Federal or
State securities laws or a finding of any violation with respect to such laws.
Item 3.
|
Source and Amount of Funds or Other
Considerations
|
The shares of the Issuer were acquired in open market
transactions by Olesen Value Fund L.P., using its general working capital, for
an aggregate purchase price of approx. $959,372. The shares are held in margin
accounts together with other securities, and such margin accounts may from time
to time have debit balances.
Item 4.
|
Purpose of Transaction
|
The Common Stock reported in this filing is held for investment
purposes. The Reporting Persons are interested in discussing with the Issuers
management, board of directors, and/or with third parties any options relating
to shareholder value creation. Depending on the Reporting Persons ongoing
evaluation of general market conditions and general matters related to the
Issuer, including the Issuers financial condition and results, the Reporting
Persons may determine whether to hold, increase, or decrease their investment in
the Common Stock through open market, privately negotiated, or any other
transactions. Depending on their assessment of the forgoing factors, the
Reporting Persons may, from time to time, modify their present intentions as
stated in this Item 4.
Item 5.
|
Interest in Securities of the Issuer
|
(a)
|
The Reporting Persons may be deemed to beneficially own,
in the aggregate, 267,820 shares, representing approximately 14.1% of the
Issuer's outstanding Shares (based upon the 1,901,950 shares of common
stock, par value $.01 per share, outstanding as of December 31, 2016
computed based on the Form 10-Q filed on January 17, 2017 with the
Securities and Exchange Commission).
|
Page 5
(b)
|
Olesen Value Fund L.P. has sole voting power and sole
dispositive power with regard to 267,820 shares. Each of Olesen Value Fund
GP LLC, Olesen Capital Management LLC and Christian Olesen has shared
voting power and shared dispositive power with regard to such shares.
|
|
|
|
Each of Olesen Value Fund GP LLC, Olesen Capital
Management LLC and Christian Olesen, by virtue of their relationships to
Olesen Value Fund L.P. (as disclosed in Item 2), may be deemed to
indirectly beneficially own (as that term is defined in Rule 13d-3 under
the Securities Exchange Act of 1934, as amended) the shares which Olesen
Value Fund L.P. directly beneficially owns. Each of Olesen Value Fund GP
LLC, Olesen Capital Management LLC and Christian Olesen disclaims
beneficial ownership of such shares for all other purposes. The filing of
this statement should not be construed as an admission that any of the
Reporting Persons is, for the purposes of Sections 13 of the Securities
Exchange Act of 1934, the beneficial owner of the shares reported herein.
|
|
|
(c)
|
The following table sets forth all transactions with respect to shares
effected by the persons named above in paragraph (a) of Item 5 since their
most recently filed Schedule 13D/A on December 5, 2018, all of which were
open market transactions entered into by Olesen Value Fund L.P.:
|
12/20/2018
|
Buy
|
5,000 shares
|
$1.76/share
|
12/26/2018
|
Buy
|
5,000 shares
|
$1.71/share
|
12/28/2018
|
Buy
|
5,000shares
|
$1.70/share
|
12/31/2018
|
Buy
|
5,000 shares
|
$1.60/share
|
(d)
|
To the best of the Reporting Persons knowledge, no other person is known
to have the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, such securities.
|
|
|
(e)
|
Not applicable.
|
Item 6.
|
Contracts, Arrangements, Understandings or
Relationships with Respect to
Securities of the Issuer
|
Except as otherwise described herein, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) among the
persons named in Item 2 and between such persons and any person with respect to
any securities of the Issuer, including but not limited to transfer or voting of
any of the securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or loss,
or the giving or withholding of proxies.
Item 7.
|
Material to Be Filed as Exhibits
|
None.
Page 6
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.
Dated: January 3, 2019
Olesen Value Fund L.P.
By: Olesen Value Fund GP LLC, general partner
By: /s/ Christian Olesen
Name: Christian
Olesen
Title:
Managing Member
Dated: January 3, 2019
Olesen Value Fund GP LLC
By: /s/ Christian Olesen
Name: Christian
Olesen
Title:
Managing Member
Dated: January 3, 2019
By: /s/
Christian Olesen
Name: Christian
Olesen
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 this filing person), evidence of the
representatives 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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