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 [X].
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).
SCHEDULE 13D
1
|
NAMES OF REPORTING
PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES
ONLY)
North Star Investment
Management Corporation
|
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A
GROUP*
(a)
[
]
(b)
[ ]
|
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
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING
POWER
885,031
|
8
|
SHARED VOTING POWER
|
9
|
SOLE DISPOSITIVE
POWER
885,034
|
10
|
SHARED DISPOSITIVE
POWER
457,597
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,342,361
|
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)
30.3%
|
14
|
TYPE OF
REPORTING PERSON (See
Instructions)
IA
|
Page 2
Explanatory Note:
North Star Investment Management Corporation, the Reporting
Person, heretofore has reported its beneficial ownership of shares of the Class
A Common Stock of Truett-Hurst, Inc. on Schedule 13G. The Reporting Person is
required to amend its Schedule 13G to report a recent increase in its beneficial
ownership of more than five percent of the Class A Common Stock of Truett-Hurst,
Inc. The Reporting Person has elected, instead, to report such increase on this
statement on Schedule 13D. However, the filing of this statement on Schedule 13D
does not constitute an acknowledgement or admission by the Reporting Person that
it is required to report its beneficial ownership of Class A Common Stock on
Schedule 13D, rather than on Schedule 13G.
Item 1.
|
Security and Issuer
|
This statement on Schedule 13D relates to the Class A Common
Stock, par value $0.001 per share (the Common Stock), of Truett-Hurst, Inc., a
Delaware corporation (the Issuer), which were purchased by investment advisory
clients of the Reporting Person (the Shares). The principal executive offices
of the Issuer are located at 125 Foss Creek Circle, Healdsburg, California
95448.
Item 2.
|
Identity and Background
|
(a)-(c) The reporting person is: North
Star Investment Management Corporation (the Reporting Person), a Delaware
corporation. The Reporting Person is a privately-held investment advisor which
is wholly owned by North Star Financial Services Corp. (the Holding Company).
The Reporting Person provides investment advisory services to public mutual and
private investment funds (Funds) and accounts held by corporations,
individuals and others (the Separately Managed Accounts).
The business address of the Reporting Person and the Holding
Company is: 20 N. Wacker Drive, Suite 1416, Chicago, IL 60606
(i) The names, addresses and principal occupations of each of
the Reporting Persons executive officers, each member of the Reporting Persons
Board of Directors and any other persons ultimately in control of the Reporting
Person are set forth below:
Peter Gottlieb President, Director
and control person of Reporting Person
Eric Kuby Chief Investment Officer,
Director and control person of Reporting Person
(ii) The names, addresses and principal occupations of each of
the Holding Companys executive officers, each member of the Holding Companys
Board of Directors and any other persons ultimately in control of the Reporting
Person are set forth below:
Eric Kuby President, Director and
control person of Holding Company
Peter Gottlieb Secretary, Treasurer,
Director and control person of Holding Company
The address for each of the individuals
listed above is 20 N. Wacker Drive, Suite 1416, Chicago, IL 60606.
(d) During the last five years, neither
the Reporting Person, the Holding Company, nor, to the best of the Reporting
Persons knowledge, any of the persons named in response to Item 2(a) above have
been convicted in any criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) During the last five years, neither
the Reporting Person, the Holding Company, nor, to the best of the Reporting
Persons knowledge, any of the persons named in response to Item 2(a) above have
been a party to any 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 fining
any violation with respect to such laws.
Page 3
(f) Mr. Gottlieb and Mr. Kuby are each
a citizen of the United States.
Item 3.
|
Source and Amount of Funds or Other
Considerations
|
The Shares purchased on behalf of the respective Funds were
purchased with monies obtained by the Funds through capital contributions from
investors in the Funds. The Shares purchased on behalf of the Separately Managed
Accounts were purchased with personal or operating funds of the account holders.
The total amount of funds used by the Reporting Persons
advisory clients to purchase the Shares reported herein is $3,774,438.70.
Item 4.
|
Purpose of Transaction
|
The Shares were purchased for investment purposes on behalf of
the advisory clients of the Reporting Person. The Reporting Person intends to
evaluate from time to time the investment goals and objectives of its advisory
clients, other investment opportunities available to them, and general economic,
market and other conditions, as well as the Issuer's business operations and
prospects and the price and availability of shares of Common Stock. Based on
such evaluations, the Reporting Person may determine at any time to cause its
advisory clients to acquire additional shares of Common Stock or sell or
otherwise dispose of some or all of the Shares.
The Reporting Person may seek to engage in discussions with the
management of the concerning the Issuer or its business or operations. Such
discussions may relate to any one or more of the transactions specified below in
clauses (a) through (j) of this Item 4.
Except as described above, the Reporting Person has no plans or
proposals which relate to or would result in:
(a) The acquisition by any person of
additional securities of the Issuer, or the disposition of securities of the
Issuer;
(b) An extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Issuer;
(c) A sale or transfer of a material
amount of assets of the Issuer;
(d) Any change in the present board of
directors or management of the Issuer, including any plans or proposals to
change the number or term of directors or to fill any existing vacancies on the
board;
(e) Any material change in the present
capitalization or dividend policy of the Issuer;
(f) Any other material change in the
Issuer's business or corporate structure;
(g) Changes in the Issuer's charter,
bylaws or instruments corresponding thereto or other actions which may impede
the acquisition of control of the Issuer by any person;
(h) Causing a class of securities of
the Issuer to be delisted from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of a registered
national securities association;
(i) A class of equity securities of the
Issuer becoming eligible for termination of registration pursuant to Section
12(g)(4) of the Act; or
Page 4
(j) Any action similar to any of those
enumerated above.
Item 5.
|
Interest in Securities of the Issuer
|
(a) The Reporting Person is the
beneficial owner of a total of 1,342,631 Shares, representing approximately
30.3% of the shares of the Common Stock outstanding (based on 4,426,789 shares
of Common Stock outstanding on May 11, 2017, as reported in the Issuers
Quarterly Report on Form 10-Q for the quarter ended March 31, 2017). None of the
persons named in Item 2 other than the Reporting Person beneficially own any of
the securities reported herein.
(b) The Reporting Person has sole
voting and dispositive power over the 885,034 Shares held, in the aggregate, by
the Funds and has shared dispositive power and no voting power over the 457,597
Shares held in the aggregate in the Separately Managed Accounts.
(c) Certain information regarding
transactions in shares of the Common Stock effected by the Reporting Person
within the last 60 days is set forth in Schedule 1 to this Schedule 13D.
(d) Not applicable.
(e) Not applicable.
Item 6.
|
Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of
the Issuer
|
There are no contracts, arrangements, understandings or
relationships between the Reporting Person or any executive officers or
directors of the Reporting Person, and any other person, with respect to any
securities of the Issuer, including but not limited to transfer of voting of any
of the shares, 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, other than the investment advisory contracts between the
Reporting Person and its investment advisory clients, in which the advisory
clients grant to the Reporting Person voting and investment power with respect
to securities held in their respective accounts, including shares of the Issuer.
Item 7.
|
Material to Be Filed as Exhibits
|
None.
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.
September
11, 2017
|
Dated
|
|
/s/ Andrew
Eisenberg
|
Signature
|
|
General
Counsel/Chief Compliance Officer
|
Name/Title
|
Page 5
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).
Page 6
SCHEDULE 1
TRANSACTIONS EFFECTED DURING THE PAST 60 DAYS
The following table sets forth all transactions that were
effected during the past sixty (60) days in shares of Common Stock by the
Reporting Person. Each transaction was effected in the open market through a
broker-dealer.
Transaction Date
|
Type of Transaction
|
Number of Shares
|
Amount
|
Price
|
7/3/2017
|
Buy
|
53
|
$ 106.00
|
$ 2.00
|
7/20/2017
|
Buy
|
10100
|
$ 20,200.00
|
$ 2.00
|
7/21/2017
|
Buy
|
4799
|
$ 9,598.00
|
$ 2.00
|
7/24/2017
|
Buy
|
37
|
$ 74.00
|
$ 2.00
|
7/25/2017
|
Buy
|
10872
|
$ 21,614.62
|
$ 1.99
|
7/27/2017
|
Buy
|
9337
|
$ 18,674.00
|
$ 2.00
|
8/1/2017
|
Buy
|
35000
|
$ 71,218.00
|
$ 2.03
|
8/1/2017
|
Buy
|
19085
|
$ 38,170.00
|
$ 2.00
|
8/2/2017
|
Buy
|
1281
|
$ 2,562.00
|
$ 2.00
|
8/3/2017
|
Buy
|
6774
|
$ 13,949.02
|
$ 2.06
|
8/3/2017
|
Buy
|
9425
|
$ 19,407.96
|
$ 2.06
|
8/4/2017
|
Buy
|
284
|
$ 568.99
|
$ 2.00
|
8/10/2017
|
Buy
|
4233
|
$ 8,795.75
|
$ 2.08
|
8/22/2017
|
Buy
|
6
|
$ 12.30
|
$ 2.05
|
8/24/2017
|
Buy
|
7600
|
$ 15,960.00
|
$ 2.10
|
8/25/2017
|
Buy
|
327
|
$ 686.70
|
$ 2.10
|
|
|
|
|
|
|
|
|
|
|