Statement of Beneficial Ownership (sc 13d)
March 27 2017 - 3:57PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
Under the Securities Exchange Act of
1934
(Amendment No. ___)*
Perma-Fix Environmental Services, Inc.
(Name of Issuer)
Common Stock, $0.001 Par Value Per Share
(Title of Class of Securities)
714157203
(CUSIP Number)
Justyn R. Putnam
Managing Member
TALANTA Investment Group, LLC
401 N. Tryon Street, 10th Floor
Charlotte, NC 28202
(704) 904-1450
with a copy to
Derek D. Bork
Thompson Hine LLP
3900 Key Center
127 Public Square
Cleveland, Ohio 44114
(216) 566-5500
(Name, Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
March 24, 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 Rule 13d-1(e), 13d-1(f), or 13d-1(g), check the following box
o
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).
CUSIP NO. 714157203
|
13D
|
Page
2
|
1
|
NAMES OF REPORTING PERSONS
TALANTA INVESTMENT GROUP, LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
o
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
OO; AF
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
STATE OF DELAWARE, UNITED STATES OF AMERICA
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
618,014
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
618,014
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
618,014
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3%
|
14
|
TYPE OF REPORTING PERSON
OO
|
CUSIP NO. 714157203
|
13D
|
Page
3
|
1
|
NAMES OF REPORTING PERSONS
TALANTA FUND, L.P.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
o
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
WC
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
STATE OF DELAWARE, UNITED STATES OF AMERICA
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
618,014
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
618,014
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
618,014
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3%
|
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP NO. 714157203
|
13D
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Page
4
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1
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NAMES OF REPORTING PERSONS
JUSTYN R. PUTNAM
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
o
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
OO; AF
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
STATE OF DELAWARE, UNITED STATES OF AMERICA
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
|
8
|
SHARED VOTING POWER
618,014
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
618,014
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
618,014
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3%
|
14
|
TYPE OF REPORTING PERSON
IN
|
CUSIP NO. 714157203
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13D
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Page
5
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Item 1. Security and Issuer.
This Statement of Beneficial
Ownership on Schedule 13D (this “Statement”) relates to the Common Stock, par value $0.001 per share (the “Common
Stock”), of Perma-Fix Environmental Services, Inc., a Delaware corporation (the “Company”). The Company reports
that its principal executive offices are located at 8302 Dunwoody Place, #250, Atlanta, Georgia 30350.
Item 2. Identity and Background.
This Statement is filed
by (i) TALANTA Investment Group, LLC, a Delaware limited liability company (the “GP”), (ii) TALANTA Fund, L.P., a Delaware
limited partnership (the “Fund”), and (iii) Justyn R. Putnam (“Mr. Putnam”) (each, a “Reporting Person”
and collectively, the “Reporting Persons”). The principal business address of each of the GP, the Fund and Mr. Putnam
is 401 N. Tryon Street, 10th Floor, Charlotte, North Carolina 28202.
The principal business
of the Fund is serving as a private investment fund. The principal business of the GP is to serve as a general partner of the Fund.
Mr. Putnam’s principal occupation is serving as an investment manager and the managing member of the GP. Mr. Putnam is a
U.S. citizen.
None of the Reporting
Persons or any of their partners, managers, officers or other controlling persons has, during the last five years, been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors).
None of the Reporting
Person or any of their partners, managers, officers or other controlling persons has, during the last five years, been a party
to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or
is 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.
Item 3. Source and Amount of Funds or
Other Consideration.
The total cost for
purchasing the Common Stock reported as owned by the Reporting Persons, including brokerage commissions, was approximately $2,218,709.
The source of these funds was working capital of the Fund.
Item 4. Purpose of Transaction.
The Reporting Persons
acquired the shares of Common Stock reported in this Statement for investment purposes. The Reporting Persons may in the future
acquire additional shares of Common Stock or dispose of some or all of the shares of Common Stock held by the Reporting Persons
in open-market transactions or privately negotiated transactions, on such terms and at such times as the Reporting Persons may
deem advisable. The Reporting Persons may engage in short selling or hedging or similar transactions with respect to the shares
of Common Stock, on such terms and at such times as the Reporting Persons may deem advisable, subject to applicable law.
The Reporting Persons
may from time to time engage in discussions with the Board of Directors and management of the Company regarding its business and
affairs. None of the Reporting Persons has any present plan or proposal that would result in any of the actions described in paragraphs
(a) through (j) of Item 4 of Schedule 13D. The Reporting Persons reserve the right in the future to formulate any such plans or
proposals, and to take any actions with respect to their investments in the Company, including any or all of the actions described
in paragraphs (a) through (j) of Item 4 of Schedule 13D.
CUSIP NO. 714157203
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13D
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Page
6
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Item 5. Interest in Securities of the
Issuer.
(a)
The
Reporting Persons beneficially own in the aggregate 618,014 shares of Common Stock, which represents approximately 5.3% of the
Company’s outstanding shares of Common Stock.
The Fund directly holds
the number and percentage of shares of Common Stock disclosed as beneficially owned by it in the applicable table set forth on
the cover page to this Statement. None of the other Reporting Persons directly hold any of the shares of Common Stock disclosed
in this Statement.
Each percentage ownership
of shares of Common Stock set forth in this Statement is based on 11,681,349 shares of Common Stock reported by the Company as
outstanding as of March 17, 2017 in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 24,
2017.
The GP, as general
partner of the Fund, and Mr. Putnam, as managing member of the GP, may be deemed to have indirect beneficial ownership of the shares
of Common Stock beneficially owned by the Fund. The GP and Mr. Putnam disclaim beneficial ownership of such shares for all other
purposes.
(b) The
GP, as general partner of the Fund, and Mr. Putnam, as managing member of the GP, may be deemed to have the shared power to direct
the voting and disposition of shares of Common Stock beneficially owned by the Fund.
(c) The
transactions effected by the Reporting Persons in the Common Stock during the past 60 days are set forth on Schedule A to this
Statement. Each of these transactions was effected through the open market.
(d) Not
applicable.
(e) Not
applicable.
Item 6. Contracts, Arrangements,
Understandings or Relationships With Respect to Securities of the Issuer.
The Reporting Persons
have entered into a Joint Filing Agreement, which is included on the signature page to this Statement.
Item 7. Material to Be Filed as Exhibits.
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99.1
|
Joint Filing Agreement among the Reporting Persons
(set forth on the signature page to this Statement and incorporated herein by reference).
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CUSIP NO. 714157203
|
13D
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Page
7
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Signature
After reasonable inquiry
and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information
set forth in this Statement is true, complete and correct.
In accordance with
Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing
on behalf of each of them of this Statement on Schedule 13D with respect to the Common Stock of the Company.
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Dated: March 27, 2017
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TALANTA INVESTMENT GROUP, LLC
|
|
|
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By:
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/s/ Justyn R. Putnam
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Name:
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Justyn R. Putnam
|
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Title:
|
Managing Member
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TALANTA FUND, L.P.
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|
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By:
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TALANTA Investment Group, LLC,
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its General Partner
|
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By:
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/s/ Justyn R. Putnam
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Name:
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Justyn R. Putnam
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Title:
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Managing Member
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/s/ Justyn R. Putnam
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JUSTYN R. PUTNAM
|
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Schedule A
Transactions by the Fund in the Common
Stock in the past 60 days:
Transaction
Date
|
Number of
Shares
Bought/(Sold
)
|
Price Per
Share ($)
|
1/30/2017
|
1,690
|
3.455
|
2/3/2017
|
7,380
|
3.39
|
2/6/2017
|
12,401
|
3.44
|
2/7/2017
|
5,400
|
3.42
|
2/9/2017
|
200
|
3.41
|
2/10/2017
|
4,304
|
3.36
|
2/13/2017
|
28,499
|
3.30
|
2/15/2017
|
25,000
|
3.26
|
2/16/2017
|
81,676
|
2.96
|
3/8/2017
|
10,000
|
2.95
|
3/22/2017
|
1,400
|
3.11
|
3/24/2017
|
37,700
|
3.15
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