Amended Statement of Beneficial Ownership (sc 13d/a)
November 18 2016 - 4:26PM
Edgar (US Regulatory)
SEC
1746
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE 13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 8)
*
HUDSON TECHNOLOGIES, INC.
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
(Title of Class of Securities)
444144-10-9
(CUSIP Number)
Kevin J. Zugibe
Hudson Technologies, Inc
. PO Box 1541, One Blue Hill Plaza
Pearl River, New York 10965
(845) 735-6000
(Name, Address and Telephone Number of Person
Authorized to receive Notices and Communications)
August 9, 2016
(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
for other parties to whom copies are to be sent.
*
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 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).
1.
|
NAMES
OF REPORTING PERSONS.
Kevin
J. Zugibe
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
¨
(b)
¨
|
3.
|
SEC
USE ONLY
|
4.
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
Personal
Funds (PF)
|
5.
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
NUMBER
OF
SHARES
|
7.
|
SOLE
VOTING POWER
4,521,043
(of which 1,103,000 shares are issuable upon exercise of options)
|
BENEFICIALLY
OWNED
BY
EACH
REPORTING
|
8.
|
SHARED
VOTING POWER
0
|
PERSON WITH
|
9.
|
SOLE
DISPOSITIVE POWER
4,521,043
(of which 1,103,000 shares are issuable upon exercise of options
|
|
10.
|
SHARED
DISPOSITIVE POWER
0
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,521,043
(of which 1,103,000 shares are issuable upon exercise of options)
|
12.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.9%
|
14.
|
TYPE
OF REPORTING PERSON*
IN
|
|
Item 1.
|
Security and Issuer
|
This Amendment No.
8 amends and supplements the Schedule 13D of Kevin J. Zugibe (the “Reporting Person”), as previously amended by Amendment
No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6 and Amendment No. 7 with respect to
his ownership of the Common Stock, par value $.01 per share ("Common Stock"), of Hudson Technologies, Inc., a New York
corporation (the "Company"), whose principal executive offices are located at PO Box 1541, One Blue Hill Plaza, 14
th
Floor, Pearl River, New York 10965. This Amendment No. 8, the previous amendments to the Reporting Person’s Schedule 13D
and the initial Schedule 13D are hereinafter collectively referred to as the “Statement.” Except as amended and supplemented
hereby, there has been no change in the information contained in the statement.
|
Item 2.
|
Identity and Background
|
Item 2 of the Statement is hereby amended
and supplemented as follows:
|
(a)
|
This Statement is being filed by Kevin J. Zugibe (the
“Reporting Person”).
|
|
(b)
|
The Reporting Person’s business address is PO
Box 1541, One Blue Hill Plaza, Pearl River, New York 10965.
|
|
(c)
|
The Reporting Person is presently employed by the Company
as the Company’s Chief Executive Officer. The Reporting Person is also Chairman of the Board of Directors and a director
of the Company.
|
|
(d)
|
The Reporting Person has not, during the last five
(5) years been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
|
|
(e)
|
The Reporting Person has not, during the last five
(5) years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that resulted in,
or resulted in the Reporting Person being 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 finding any violation with respect to such laws.
|
|
(f)
|
The Reporting Person is a citizen of the United States
of America.
|
|
Item 3.
|
Source and Amount of Funds or Others Consideration
.
|
The source and amount
of all funds used for the purchases of the shares reported in Item 5(c) below were the Reporting Person’s personal funds.
|
Item 4.
|
Purpose of Transaction.
|
The purpose of the
dispositions of the shares of Common Stock reported in Item 5(c) below were to allow the Reporting Person to diversify his investments
and to satisfy certain debt and tax obligations, and to make gifts to a family member. The shares acquired as reported in Item
5(c) below were acquired by the Reporting Person for investment purposes.
|
Item 5.
|
Interest in Securities of the Issuer.
|
Item 5 of the Statement is hereby amended
and supplemented as follows:
(a) According to the
Company there were issued and outstanding 34,057,964 shares of Common Stock as of November 17, 2016. The Reporting Person beneficially
owns 4,521,043 shares of the Company’s Common Stock, comprising 12.9% of the 34,057,964 shares of the Company’s Common
Stock issued and outstanding as of November 16, 2016, such ownership consisting of 3,418,043 shares and 1,103,000 shares that are
issuable upon exercise of options held by the Reporting Person within sixty (60) days.
(b) The
Reporting Person may be deemed to have sole power to vote, direct the vote and to dispose of 4,521,043 shares of Common Stock,
of which 1,103,000 shares are issuable upon exercise of options held by the Reporting Person within sixty (60) days.
(c) On December 12,
2014 the Reporting Person exercised stock options to purchase 112,500 shares of the Company’s Common Stock at exercise prices
ranging from $0.87 to $1.02 per share, as more fully set forth on the attached Schedule A. On October 1, 2014, the Reporting Person
was issued options by the Company to purchase 251,855 shares of the Company’s Common Stock at an exercise price $3.23 per
share, and was issued options by the Company to purchase 28,145 shares of the Company’s Common Stock at an exercise price
of $3.55 per share, as more fully set forth on the attached Schedule A. On December 30, 2014, the Reporting Person gifted 7,500
shares of the Company’s Common Stock to a family member. Between May 6, 2015 and May 7, 2015, the Reporting Person sold a
total of 245,300 shares of the Company’s Common Stock in the open market, as more fully set forth on the attached Schedule
A. On May 8, 2015, the Reporting Person exercised stock options to purchase 37,500 shares of the Company’s Common Stock at
exercise prices ranging from $0.83 and $2.15 per share, as more fully set forth on the attached Schedule A. On December 9, 2015,
the Reporting Person exercised stock options to purchase 123,750 shares of the Company’s Common Stock at an exercise price
of $1.76 per share through a net (cashless) exercise and received 50,415 shares of the Company’s Common Stock, as more fully
set forth on the attached Schedule A. On March 23, 2016, the Reporting Person exercised stock options to purchase 35,000 shares
of the Company’s Common Stock at an exercise price of $1.40 per share, as more fully set forth on the attached Schedule A.
On July 18, 2016, the Reporting Person was issued options by the Company to purchase 521,510 shares of the Company’s Common
Stock at an exercise price $3.51 per share, and was issued options by the Company to purchase 28,490 shares of the Company’s
Common Stock at an exercise price of $3.86 per share. Between August 5, 2016 and August 9, 2016 the Reporting Person sold a total
of 600,000 shares of the Company’s Common Stock in the open market, as more fully set forth on the attached Schedule A. On
October 7, 2016, the Reporting Person exercised stock options to purchase 9,300 shares of the Company’s Common Stock at an
exercise price of $1.02 per share. On October 11, 2016, the Reporting Person made a charitable donation of 18,750 shares of the
Company’s Common Stock. There have been no other transactions in the class of securities reported or that were effected during
the past sixty days by the Reporting Person.
(d) The Reporting Person
affirms that no person other than the Reporting Person has the right to receive, or has power to direct the receipt of, dividends
from, or the proceeds from the sale of, the Common Stock owned by the Reporting Person.
(e) It is inapplicable
for the purposes hereof to state the date on which the Reporting Person ceased to be the owner of more than 5% of the Common Stock
of the Company.
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.
November 18,
2016
|
|
Date
|
|
|
|
/s/ Kevin J. Zugibe
|
|
Signature
|
|
|
|
SCHEDULE A to SCHEDULE 13D, AMENDMENT No.
8
|
I.
|
Sales of Hudson Technologies, Inc. $0.01 Common Stock
|
Date
|
#
Shares
|
$/Share
|
|
|
|
5/6/13
|
145,300
|
$4.55*
|
5/7/15
|
100,000
|
$4.08
|
8/5/16
|
60,525
|
$4.879
|
8/8/16
|
173,200
|
$4.778*
|
8/9/16
|
366,275
|
$4.873*
|
*Weighted average price
|
II
|
Hudson Technologies, Inc. $0.01 Common Stock purchased
through exercise of Stock Options.
|
Date Exercised
|
Date Issued
|
# Shares
|
Exercise Price
|
|
|
|
|
12/12/14
|
1/3/05
|
112,500
|
$1.02
|
12/12/14
|
4/1/05
|
18,750
|
$0.87
|
5/8/15
|
7/8/05
|
18,750
|
$0.83
|
5/18/15
|
9/30/05
|
18,750
|
$2.15
|
12/9/15
|
12/29/05
|
123,750
|
$1.76**
|
3/23/16
|
3/31/06
|
35,000
|
$1.40
|
10/7/16
|
10/10/16
|
9,300
|
$1.02
|
** Net (cashless) exercise, received 50,415 shares
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