Amended Statement of Beneficial Ownership (sc 13d/a)
March 15 2017 - 5:01PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment No. 4)*
TSR,
INC.
(Name
of Issuer)
Common
Stock, $0.01 par value per share
(Title
of Class of Securities)
872885207
(CUSIP
Number)
John
G. Sharkey
400
Oser Avenue, Suite 150
Hauppauge,
NY 11788
(631)
231-0333
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
March
9, 2017
(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).
SCHEDULE
13D
CUSIP
No.
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872885207
|
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Page
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2
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of
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5
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Pages
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1
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NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Joseph F. Hughes
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
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(a)
☒
(b)
☐
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3
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SEC
USE ONLY
|
4
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SOURCE
OF FUNDS (See Instructions)
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5
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CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
N/A
|
☐
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
|
7
|
SOLE
VOTING POWER
756,339
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8
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SHARED
VOTING POWER
0
|
9
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SOLE
DISPOSITIVE POWER
756,339
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10
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SHARED
DISPOSITIVE POWER
0
|
11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
756,339
(1)
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
N/A
|
☐
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.6%
(1)
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14
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TYPE
OF REPORTING PERSON (See Instructions)
IN,
HC
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(1)
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In
addition to these shares, Joseph F. Hughes’ spouse, Winifred Hughes, is the holder
of 107,634 shares of Common Stock. Mr. Hughes disclaims beneficial ownership of the shares
held by Winifred Hughes.
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SCHEDULE
13D
CUSIP
No.
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872885207
|
|
|
Page
|
3
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of
|
5
|
Pages
|
|
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
JW Hughes Family LLC – I.R.S. Identification No.
90-0640274
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(c)
☒
(d)
☐
|
3
|
SEC USE ONLY
|
4
|
SOURCE
OF FUNDS (See Instructions)
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
N/A
|
☐
|
6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
|
7
|
SOLE
VOTING POWER
0
|
8
|
SHARED
VOTING POWER
0
|
9
|
SOLE
DISPOSITIVE POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
0
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
N/A
|
☐
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
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14
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TYPE
OF REPORTING PERSON (See Instructions)
OO
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SCHEDULE
13D
This
Amendment No. 4 to Schedule 13D, which is filed pursuant to Rule 13d-2(a) of the General Rules and Regulations under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), amends and supplements the original Schedule 13D,
dated May 28, 1996 (the “Original Schedule 13D”), as amended by Amendment No. 1 to Schedule 13D, dated January 30,
1998, Amendment No. 2 to Schedule 13D, dated December 29, 2010, and Amendment No. 3 to Schedule 13D, dated December
30, 2010, which were filed with the Securities and Exchange Commission on behalf of Joseph F. Hughes and JW Hughes Family LLC
(the “Family LLC”) with respect to the ownership of common stock, $0.01 par value, of TSR, Inc., a Delaware corporation
(“Common Stock”).
Item 4.
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Purpose of Transaction
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Item
4 is hereby amended and supplemented by adding the following:
On
March 9, 2017, the Family LLC was dissolved and all of the 875,151 shares of the Common Stock of the Company held by the Family
LLC will be distributed to its members in accordance with their respective percentage interests in the Family LLC. The 875,151
shares of Common Stock held by the Family LLC represent approximately 44.6% of the outstanding Common Stock of the Company. The
members of the Family LLC consisted of Joseph F. Hughes, the Company’s Chairman, President, Chief Executive Officer and
Treasurer, and members of his family, including his spouse, Winifred Hughes, and Joseph F. Hughes is the sole manager of the Family
LLC. The Family LLC was dissolved for estate planning purposes. In connection with its dissolution, the Family LLC distributed
712,657 shares of Common Stock to Joseph F. Hughes.
Item 5.
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Interest in Securities of the Issuer
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Item
5 is hereby amended and supplemented by adding the following:
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(a)
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Joseph
F. Hughes is considered the beneficial owner for purposes of Section 13(d)
of the Exchange Act of 756,339 shares of Common Stock, representing 38.6% of the total
amount of 1,960,062 outstanding shares of Common Stock of the Company. The Family LLC
does not hold any shares of Common Stock.
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(b)
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The
number of shares of Common Stock as to which there is sole power to vote or to direct
the vote, shared power to vote or to direct the vote, sole power to dispose or to direct
the disposition, or shared power to dispose or to direct the disposition, as it relates
to Joseph F. Hughes and the Family LLC, is set forth in the forepart of this Schedule
13D, including the accompanying footnotes, and such information is incorporated herein
by reference
.
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(c)
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Except
as described above, Joseph F. Hughes has not made any transactions in the class of securities
reported herein during the past sixty days.
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(e)
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The
Family LLC ceased to be the beneficial owner of more than 5% of the outstanding Common
Stock on March 9, 2017.
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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:
March 13, 2017
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/s/
Joseph F. Hughes
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Joseph
F. Hughes
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Dated:
March 13, 2017
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JW
HUGHES FAMILY LLC
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By:
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/s/
Joseph F. Hughes
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Name:
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Joseph
F. Hughes
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Title:
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Manager
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