Statement of Beneficial Ownership (sc 13d)
March 15 2017 - 5:08PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment No. __)*
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TSR,
Inc.
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(Name
of Issuer)
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Common
Stock, $0.01 par value per share
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(Title
of Class of Securities)
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872885207
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(CUSIP Number)
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John
G. Sharkey
400
Oser Avenue, Suite 150
Hauppauge,
NY 11788
(631)
231-0333
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(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
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March
9, 2017
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(Date
of Event which Requires Filing of this Statement)
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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.
*
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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.
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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
2
of
5
Pages
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1
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NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Winifred
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
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4
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SOURCE
OF FUNDS (See Instructions)
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00
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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)
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☐
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N/A
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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United
States
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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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107,634
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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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107,634
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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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107,634
(1)
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
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☐
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N/A
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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5.5%
(1)
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14
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TYPE
OF REPORTING PERSON (See Instructions)
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IN
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(1)
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In
addition to these shares, Winifred Hughes’ spouse, Joseph F. Hughes, is the holder
of 756,339 shares of Common Stock. Mrs. Hughes disclaims beneficial ownership of the
shares held by Joseph F. Hughes.
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SCHEDULE
13D
Item 1.
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Security and Issuer
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This
Schedule 13D relates to the common stock, par value $0.01 per share (“Common Stock”), of TSR, Inc., a Delaware corporation
(the “Company”). The principal executive offices of the Company are located at 400 Oser Avenue, Suite 150, Hauppauge,
New York 11788.
Item 2.
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Identity and Background
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Winifred
Hughes
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(b)
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Residence
or business address
:
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TSR,
Inc., 400 Oser Avenue, Suite 150, Hauppauge, New York 11788.
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(c)
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Winifred
Hughes is the spouse of Joseph F. Hughes, the Company’s Chairman, President, Chief
Executive Officer and Treasurer. Mrs. Hughes does not have an independent affiliation
with the Company.
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(d)
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During
the past five years, Mrs. Hughes has not been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
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(e)
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During
the past five years, Mrs. Hughes has not been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction which resulted in her 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 her being found
to be in violation with respect to any such laws.
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United
States
Item
3.
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Source and Amount of Funds or Other Consideration
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On
March 9, 2017, the JW Hughes Family LLC (the “Family LLC”) was dissolved and all of the 875,151 shares of the Common
Stock 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 Winifred Hughes. The Family LLC was dissolved for estate
planning purposes. In connection with its dissolution, the Family LLC distributed 106,834 shares of Common Stock to Mrs. Hughes.
Item 4.
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Purposes of Transaction
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As
of the date of this Schedule 13D, Mrs. Hughes has not formulated any plans or proposals which relate to or would result in: (a)
the acquisition by any person of additional securities of the Company, or the disposition of securities of the Company; (b) an
extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (d) any change in the present
Board of Directors or management of the Company, including any plans or proposals to change the number of or term of directors
or to fill any existing vacancies on the Board of Directors; (e) any material change in the present capitalization or dividend
policy of the Company; (f) any other material change in the Company’s business or corporate structure; (g) changes in the
Company’s charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control
of the Company by any person; (h) causing a class of securities of the Company to be delisted from a national securities exchange
or cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i)
causing a class of equity securities of the Company to become eligible for termination of registration pursuant to Section 12(g)(4)
of the Securities Act of 1933, as amended, or (j) any action similar to those enumerated above.
Item 5.
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Interest in Securities of the Issuer
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(a) As of the date of this Schedule 13D, the aggregate number of shares of Common Stock of the Company beneficially owned by Mrs.
Hughes is 107,634 shares or approximately 5.5% of the class of securities identified in Item 1 based on 1,960,062 shares of Common
Stock outstanding as of March 9, 2017.
(b) 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 Mrs. Hughes, is set forth in the forepart of this Schedule 13D, including the accompanying footnotes, and such
information is incorporated herein by reference.
(c) Except as described above, Mrs. Hughes has not made any transactions in the class of securities reported herein during the past
sixty days.
(d) Not applicable.
(e) Not applicable.
Item
6.
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Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
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Not
applicable.
Item
7.
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Material
to be Filed as Exhibits
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Not
applicable.
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/
Winifred Hughes
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Winifred
Hughes
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