Statement of Ownership (sc 13g)
November 18 2016 - 4:06PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities
Exchange Act of 1934
EnviroStar, Inc.
(Name of
Issuer)
Common Stock
(Title of
Class of Securities)
262432107
(CUSIP Number)
November 18, 2016
(Date of
Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
* 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 in 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
(the “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).
CUSIP No. 262432107
1
|
NAME OF REPORTING PERSON
ADW Capital Partners, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
x
|
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, USA
|
|
5
|
SOLE VOTING POWER
0
|
NUMBER OF
SHARES BENEFICIALLY
|
6
|
SHARED VOTING POWER
500,000
|
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
500,000
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
500,000
|
10
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.01% (1)
|
12
|
|
TYPE OF REPORTING PERSON
PN
|
|
|
|
|
|
|
|
(1)
|
Based upon 9,980,541 shares of common stock outstanding as of November 11, 2016, as disclosed
in a Quarterly Report on Form 10-Q that was filed on November 14, 2016 by the Issuer with the Securities and Exchange Commission.
|
CUSIP No. 262432107
1
|
NAME OF REPORTING PERSON
ADW Capital Management, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
x
|
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, USA
|
|
5
|
SOLE VOTING POWER
0
|
NUMBER OF
SHARES BENEFICIALLY
|
6
|
SHARED VOTING POWER
500,000
|
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
500,000
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
500,000
|
10
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.01% (1)
|
12
|
|
TYPE OF REPORTING PERSON
HC, CO
|
|
|
|
|
|
|
|
(1)
|
Based upon 9,980,541 shares of common stock outstanding as of November 11, 2016, as disclosed
in a Quarterly Report on Form 10-Q that was filed on November 14, 2016 by the Issuer with the Securities and Exchange Commission.
|
CUSIP No
.
262432107
1
|
NAME OF REPORTING PERSON
Adam D. Wyden
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
x
|
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
New York, USA
|
|
5
|
SOLE VOTING POWER
0
|
NUMBER OF
SHARES BENEFICIALLY
|
6
|
SHARED VOTING POWER
500,000
|
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
500,000
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
500,000
|
10
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
£
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.01% (1)
|
12
|
|
TYPE OF REPORTING PERSON
HC, IN
|
|
|
|
|
|
|
|
(1)
|
Based upon 9,980,541 shares of common stock outstanding as of November 11, 2016, as disclosed
in a Quarterly Report on Form 10-Q that was filed on November 14, 2016 by the Issuer with the Securities and Exchange Commission.
|
|
ITEM 1(a):
|
Name of Issuer:
|
EnviroStar, Inc. (the
“Issuer”)
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ITEM 1(b):
|
Address of Issuer’s Principal Executive Offices:
|
290 N.E. 68 Street,
Miami, Florida 33138
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ITEM 2(a):
|
Name of Person Filing:
|
This statement is jointly
filed by and on behalf of each of ADW Capital Partners, L.P., ADW Capital Management, LLC and Adam D. Wyden. ADW Capital Partners,
L.P. and Adam D. Wyden are the record and direct beneficial owners of the securities covered by this statement. ADW Capital Management,
LLC is the general partner of, and may be deemed to beneficially own securities owned by, ADW Capital Partners, L.P. Mr. Wyden
is the sole manager of, and may be deemed to beneficially own securities owned by, ADW Capital Management, LLC.
Each reporting person
declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is,
for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this
statement.
Each of the reporting
persons may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for the purposes of Section
13(d) or 13(g) of the Act. Each of the reporting persons declares that neither the filing of this statement nor anything herein
shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose,
(i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate,
or other group for the purpose of acquiring, holding, or disposing of securities of the Issuer or otherwise with respect to the
Issuer or any securities of the Issuer or (ii) a member of any group with respect to the Issuer or any securities of the Issuer.
|
ITEM 2(b):
|
Address of Principal Business Office or, if None,
Residence:
|
The address of the
principal business office of each of the reporting persons is 5175 Watson Street NW, Washington, D.C. 20016.
See Item 4 on the cover
page(s) hereto.
|
ITEM 2(d):
|
Title of Class of Securities:
|
Common Stock
262432107
|
ITEM 3:
|
If This Statement is Filed
Pursuant to §§240.13d-1(b) or 240.13d-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)
|
¨
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
|
¨
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
|
¨
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
|
(h)
|
¨
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A savings association 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);
|
(j)
|
¨
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A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
|
(k)
|
¨
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Group, in accordance with §240.13d-1(b)(1)(ii)(K).
|
If filing as a non-U.S.
institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
Not applicable.
|
(a)
|
Amount Beneficially Owned:
See Item 9 on the
cover page(s) hereto.
|
|
(b)
|
Percent of Class:
See Item 11 on the cover page(s)
hereto.
|
|
(c)
|
Number of Shares as to which such person has:
|
|
(i)
|
Sole power to vote or to direct the vote:
See
Item 5 on the cover page(s) hereto.
|
|
(ii)
|
Shared power to vote or to direct the vote:
See
Item 6 on the cover page(s) hereto.
|
|
(iii)
|
Sole power to dispose or to direct the disposition
of:
See Item 7 on the cover page(s) hereto.
|
|
(iv)
|
Shared power to dispose or to direct the disposition
of:
See Item 8 on the cover page(s) hereto.
|
|
ITEM 5:
|
Ownership of Five Percent or Less of a Class:
|
Not applicable.
|
ITEM 6:
|
Ownership of More than Five Percent on Behalf of Another
Person:
|
Not applicable.
|
ITEM 7:
|
Identification and Classification of the Subsidiary Which
Acquired theSecurity Being Reported on By the Parent Holding Company:
|
Not applicable.
|
ITEM 8:
|
Identification and Classification of Members of the Group:
|
Not applicable.
|
ITEM 9:
|
Notice of Dissolution of a Group:
|
Not applicable.
By signing below I
certify that, to the best of my 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 that purpose or effect, other than activities solely
in connection with a nomination under § 240.14a-11.
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: November 18, 2016
|
ADW
Capital Partners, L.P.
|
|
|
|
|
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By: ADW Capital Management, LLC
|
|
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Its: General Partner
|
|
|
|
|
|
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By:
|
/s/ Adam D. Wyden
|
|
|
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Name: Adam D. Wyden
|
|
|
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Title: Sole Manager
|
|
|
|
|
|
|
ADW Capital Management, LLC
|
|
|
|
|
|
|
By:
|
/s/ Adam D. Wyden
|
|
|
|
Name: Adam D. Wyden
|
|
|
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Title: Sole Manager
|
|
|
|
|
|
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Adam D. Wyden
|
|
|
|
|
|
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/s/ Adam D. Wyden
|
|
EXHIBIT INDEX
Exhibit
|
Description of Exhibit
|
99.1
|
Joint Filing Agreement (filed herewith)
|
EXHIBIT 99.1
JOINT FILING AGREEMENT
November 18, 2016
Pursuant to and in
accordance with the Securities Exchange Act of 1934, as amended (the “
Exchange Act
”), and the rules and
regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required
by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment,
restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered
on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation
by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any
party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.
IN WITNESS WHEREOF, each party hereto, being
duly authorized, has caused this agreement to be executed and effective as of the date first written above.
|
ADW
Capital Partners, L.P.
|
|
|
|
|
|
By: ADW Capital Management, LLC
|
|
|
Its: General Partner
|
|
|
|
|
|
|
By:
|
/s/ Adam D. Wyden
|
|
|
|
Name: Adam D. Wyden
|
|
|
|
Title: Sole Manager
|
|
|
|
|
|
|
ADW Capital Management, LLC
|
|
|
|
|
|
|
By:
|
/s/ Adam D. Wyden
|
|
|
|
Name: Adam D. Wyden
|
|
|
|
Title: Sole Manager
|
|
|
|
|
|
|
Adam D. Wyden
|
|
|
|
|
|
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/s/ Adam D. Wyden
|
|
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