(Amendment No. 11)
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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ].
CUSIP No.
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74758R208
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13D/A11
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Page 2 of 5
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1
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NAME OF REPORTING PERSON
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Lloyd I. Miller, III
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a)
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[ ]
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|
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(b)
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[ ]
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS*
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PF-AF-OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
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[ ]
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
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90,171
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8
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SHARED VOTING POWER
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0
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9
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SOLE DISPOSITIVE POWER
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90,171
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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90,171
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
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[ ]
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|
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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4.4%
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14
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TYPE OF REPORTING PERSON*
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OO
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SCHEDULE 13D/A11
This constitutes Amendment
No. 11 to the statement on Schedule 13D (the “
Amendment No. 11
”) filed on behalf of Lloyd I. Miller, III (“
Mr.
Miller
” or the “
Reporting Person
”), dated and filed September 27, 2012 (as amended from time to time,
the “
Statement
”), relating to the common stock (the “
Common Stock
”) of Qualstar Corporation
(the “
Company
”). The Company’s principal executive offices are located at 130 West Cochran Street, Unit
C, Simi Valley, CA 93065. Unless specifically amended or modified hereby, the disclosure set forth in the Statement shall remain
unchanged.
Item 3.
Source
and Amount of Funds or Other Consideration
Item 3 of the Statement is hereby amended
and restated in its entirety as follows:
Mr. Miller is the managing
member of Milfam LLC (“
Milfam LLC
”), an Ohio limited liability company established pursuant to the Operating
Agreement of Milfam LLC dated as of December 10, 1996. Milfam LLC is the advisor to Trust A-3 (“
Trust A-3
”)
and Trust A-4 (“
Trust A-4
”) and, collectively with Trust A-3, the “
Trusts
”). The Trusts were
created pursuant to an Amended and Restated Trust Agreement, dated September 20, 1983 (the “
Trust Agreement
”).
Pursuant to a Declaratory Judgment Order, entered on November 20, 1992 in the Court of Common Pleas, Probate Division, Hamilton
County, Ohio, Trust A was split into four separate trusts, two of which are Trust A-3 and Trust A-4. The Trusts were further reformed
by Order of the Delaware Chancery Court dated December 29, 2010 pursuant to which Milfam LLC was appointed advisor to the Trusts.
All of the shares of Common Stock purchased by Trust A-3 were purchased with funds generated and held by Trust A-3. The aggregate
purchase price for the shares of Common Stock purchased by Trust A-3 was approximately $11,444.00. All of the shares of Common
Stock purchased by Trust A-4 were purchased with funds generated and held by Trust A-4. The aggregate purchase price for the shares
of Common Stock purchased by Trust A-4 was approximately $581,838.00.
Mr. Miller is the managing
member of Milfam LLC. All of the shares of Common Stock Mr. Miller is deemed to beneficially own as the managing member of Milfam
LLC were purchased with funds generated and held by Milfam LLC. The aggregate purchase price for the shares of Common Stock purchased
by Milfam LLC was approximately $50,503.00
The
aggregate purchase prices set forth in this Item 3 include brokerage commissions and reflect certain cost basis adjustments
.
Item 4.
Purpose
of the Transaction
Item 4 of the Statement
is hereby amended by adding at the end thereof the following:
The purpose of
this Amendment is to report that since the filing of Amendment No. 10 to the Statement, dated February 17, 2017 (“
Amendment
No. 10
”), a material change occurred in the percentage of Shares beneficially owned by Mr. Miller. This Amendment No.
11 is the final amendment to the Statement and constitutes an exit filing.
Except in connection
with the matters described above in this Item 4 and herein and matters contemplated hereby, Mr. Miller does not currently have
any specific plans or proposals that relate to or would result in any of the actions or events specified in clauses (a) through
(j) of Item 4 of Schedule 13D. Mr. Miller reserves the right to change plans and take any and all actions that Mr. Miller may deem
appropriate to maximize the value of his investments, including, among other things, purchasing or otherwise acquiring additional
securities of the Company, selling or otherwise disposing of any securities of the Company beneficially owned by him, in each case
in the open market or in privately negotiated transactions, or formulating other plans or proposals regarding the Company or its
securities to the extent deemed advisable by Mr. Miller in light of his general investment policies, market conditions, subsequent
developments affecting the Company and the general business and future prospects of the Company. Mr. Miller may take any other
action with respect to the Company or any of the Company’s debt or equity securities in any manner permitted by applicable
law.
Item 5
.
Interest in Securities
of the Issuer
Item 5 of the Statement
is hereby amended and restated in its entirety as follows:
(a) Mr.
Miller may be deemed to beneficially own 90,171 shares of Common Stock, which is equal to approximately 4.4% of the outstanding
shares, based on approximately 2,042,019 shares of Common Stock outstanding, as reported in the Company’s Form 10-Q filed
on November 9, 2016. As of the date hereof, 1,049 of the shares of Common Stock beneficially owned by Mr. Miller are owned of record
by Trust A-3, 80,789 of the shares of Common Stock beneficially owned by Mr. Miller are owned of record by Trust A-4, and 8,333
of the shares of Common Stock beneficially owned by Mr. Miller are owned of record by Milfam LLC.
(b) Mr.
Miller may be deemed to have sole voting and dispositive power for all such shares of Common Stock held of record by Trust A-3,
Trust A-4 and Milfam LLC.
(c) The
following table details the transactions effected by Mr. Miller since the filing of Amendment No. 10.
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Trust A-4
|
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Date of Transaction
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Number of Shares Sold
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Price Per Share
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March 7, 2017
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2,937
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$6.0003
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March 8, 2017
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9,063
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$6.00
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(d) Persons
other than Mr. Miller have the right to receive and the power to direct the receipt of dividends from, or the proceeds from the
sale of, the reported securities.
(e)
Not applicable.
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: March 9,
2017
By:
/s/ Lloyd I. Miller, III
Lloyd I. Miller, III