SERVOTRONICS INC /DE/
15.20%
388,745
89140
817732100
Sep 29, 2024
Oct 15, 2024, 04:04 PM
Reporting Persons (3)
This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| Beaver Hollow Wellness, LLC | Other | 15.20% | 388,745 | 0 | 388,745 |
| Founders Software, Inc. | CO | 15.20% | 388,745 | 0 | 388,745 |
| Paul L. Snyder III | Individual | 15.20% | 388,745 | 0 | 388,745 |
Disclosure Items (6)
Common Stock
SERVOTRONICS INC /DE/
1110 MAPLE ST, ELMA, NY, 14059
This statement is filed by: (i) Beaver Hollow Wellness, LLC, a New York limited liability company (?BHW?), with respect to the shares of Common Stock directly held by BHW; (ii) Founders Software, Inc., a Nevada corporation (?Founders Software?), which is a member of, and holder of approximately 92% of the issued and outstanding membership interest of, BHW, with respect to the shares of Common Stock directly held by BHW; (iii) Paul L. Snyder III (?PLS?), who is the indirect, majority shareholder and Chairman of the Board of Directors of Founders Software, with respect to the shares of Common Stock directly held by BHW; (iv) Para Bellum Consulting, Inc., a New York corporation (?PB?), which is a member of and holder of approximately 8% of the issued and outstanding membership interest of, BHW, with respect to the shares of Common Stock directly held by BHW; (v) Kenneth D. Trbovich (?KDT?), who is the sole shareholder of PB, with respect to the shares of Common Stock directly held by BHW. Each of the foregoing is referred to as a ?Reporting Person? and collectively as the ?Reporting Persons.? The Reporting Persons are hereby filing a joint Schedule 13D
On December 6, 2022, the Estate contributed 294,643 shares of Common Stock to BHW in exchange for the issuance by BHW to the Estate of limited liability company membership interests in BHW constituting fifty percent (50%) of the issued and outstanding limited liability company membership interests of BHW. Pursuant to a Contribution and Sale Agreement dated April 19, 2023, the Estate contributed an additional 75,893 shares of Common Stock to BHW in exchange for limited liability company membership interests in BHW and sold 13,393 shares of Common Stock to BHW in exchange for cash, in each case based on assumed share value of $11.20 (the ?April 2023 Estate Transactions?). The cash purchase price was paid from BHW?s working capital. Also, pursuant to a Contribution Agreement dated April 26, 2023, KDT contributed 77,978 shares of Common Stock to BHW in exchange for limited liability company membership interests in BHW (the ?April 2023 KDT Transaction?, and together with the April 2023 Estate Transactions, the ?April 2023 Transactions?). On September 30, 2024, BHW redeemed the Estate?s interest in BHW, KDT transferred his membership interest in BHW to PB, and the members of BHW executed an Amended and Restated Voting Agreement dated as of September 30, 2024 (the ?September 2024 Transactions?).
See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of shares of Common Stock and percentages of the Common Stock beneficially owned by the Reporting Persons. The aggregate percentage of the shares of Common Stock reported as owned pursuant to this Schedule 13D is based upon 2,557,927 shares of Common Stock issued and outstanding as of July 26, 2024, as reported in the Issuer's Annual Report on Form 10-Q for the quarterly period ended June 30, 2024 filed with the Securities and Exchange Commission (the ?SEC?) on August 8, 2024.
See rows (7) through (10) of the cover pages to this Schedule 13D for the number of shares of Common Stock as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition. The Amended and Restated Voting Agreement (as defined in Item 6) may result in the Reporting Persons being deemed a "group" with the Estate, KDT and their affiliates (collectively, the "Applicable Persons"). The Applicable Persons are each separately reporting their beneficial ownership of the Common Stock on Schedules 13D with the SEC and reference is hereby made to such filings for the beneficial ownership of Common Stock of such other Applicable Persons and any changes thereto. The Reporting Persons expressly disclaim beneficial ownership of any securities beneficially owned by the Applicable Persons.
Other than the September 2024 Transactions, and BHW?s sale of 37,862 shares of Common Stock in the ordinary course of business, the Reporting Persons did not enter into any transactions in the shares of Common Stock within the past sixty days.
In connection with September 2024 Transactions, PB and Founders Software entered into an Amended and Restated Voting Agreement dated as of September 30, 2024 (the ?Amended and Restated Voting Agreement?) which governs the voting, transfer, direction of dividend and disposal rights of the shares. The foregoing description of the Amended and Restated Voting Agreement is a summary only, does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Voting Agreement, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Other than as described in this Item 6 and the Joint Filing Agreement filed as Exhibit 99.2 to the Prior Schedule 13D Filing, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 hereof 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 other securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies, including any securities pledged or otherwise subject to a contingency the occurrence of which would give another person voting power or investment power over such securities other than standard default and similar provisions contained in loan agreements.