Amended Statement of Beneficial Ownership (sc 13d/a)
August 11 2017 - 5:31PM
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)*
Hardinge Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
412324303
(CUSIP Number)
Privet Fund LP
Attn: Ryan Levenson
79 West Paces Ferry Road, Suite 200B
Atlanta, GA 30305
With a copy to:
Rick Miller
Bryan Cave LLP
1201 W. Peachtree St., 14th Floor
Atlanta, GA 30309
Tel: (404) 572-6600
(Name, Address
and Telephone Number of Person Authorized to Receive Notices and Communications)
August 8, 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 which is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(e), (f) or (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.
412324303
|
|
Page
2 of 7
Pages
|
1
|
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF
ABOVE PERSON
Privet Fund LP
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
þ
(b)
¨
|
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)
¨
|
6
|
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
1,315,090
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
1,315,090
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,315,090
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
þ
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.2%
|
14
|
TYPE OF REPORTING PERSON
PN
|
SCHEDULE 13D
CUSIP
No.
412324303
|
|
Page
3 of 7
Pages
|
1
|
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF
ABOVE PERSON
Privet Fund Management
LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
þ
(b)
¨
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
WC, AF
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨
|
6
|
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
1,372,188
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
1,372,188
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,372,188
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.6%
|
14
|
TYPE OF REPORTING PERSON
OO
|
SCHEDULE 13D
CUSIP
No.
412324303
|
|
Page
4 of 7
Pages
|
1
|
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF
ABOVE PERSON
Ryan Levenson
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
þ
(b)
¨
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
AF
|
5
|
CHECK
BOX 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
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
1,372,188
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
1,372,188
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,372,188
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.6%
|
14
|
TYPE OF REPORTING PERSON
IN
|
SCHEDULE 13D
CUSIP No.
412324303
|
|
Page
5 of 7
Pages
|
Reference is hereby made to the statement
on Schedule 13D filed with the Securities and Exchange Commission on December 3, 2014, as amended on March 3, 2015, October 16,
2015, and August 17, 2016 (the “
Schedule 13D
”), with respect to the Common Stock, par value $0.01 per share
(the “
Common Stock
”), of Hardinge Inc., a New York corporation (the “
Company
” or “
Issuer
”).
Capitalized terms not otherwise defined herein are used as defined in the Schedule 13D. The Reporting Persons hereby amend and
supplement the Schedule 13D as follows.
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 3 is hereby amended
and restated in its entirety to read as follows:
The Reporting Persons
may be deemed to constitute a group pursuant to Rule 13d-5(b) as a result of entering into a Joint Filing Agreement as previously
described and filed as an exhibit to the Schedule 13D. If the Reporting Persons are deemed to have formed a group, the Reporting
Persons could be deemed to beneficially own the shares collectively held by the group, which would be an aggregate
1,372,188
shares or 10.6% of the Common Stock of the Company; however, each of the Reporting Persons
disclaims beneficial ownership of the shares held by other members of the group except as expressly set forth herein.
The aggregate purchase
price of the
1,372,188
shares of Common Stock beneficially owned by the Reporting
Persons is approximately $15,992,083.97, not including brokerage commissions, which was funded with partnership funds of Privet
Fund LP and with assets under separately managed accounts with Privet Fund Management LLC. Privet Fund LP effects purchases of
securities primarily through margin accounts maintained for it with prime brokers, which may extend margin credit to it as and
when required to open or carry positions in the margin accounts, subject to applicable federal margin regulations, stock exchange
rules and the prime brokers’ credit policies.
|
Item 5.
|
Interest in Securities of the Issuer.
|
Item
5(a) is hereby amended and restated in its entirety to read as follows:
(a) As of the date of this filing, the Reporting Persons beneficially own 1,372,188 shares of Common Stock, or approximately 10.6%
of the outstanding Common Stock (
calculated based on information included in the
Form
10-Q filed by the
Corporation for the calendar quarter ended June 30, 2017, which reported
that
12,949,525
shares of Common Stock
were outstanding as of
July 31, 2017).
SCHEDULE 13D
CUSIP No.
412324303
|
|
Page
6 of 7
Pages
|
Signature
After reasonable inquiry and to the best
of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete
and correct.
Date: August 11, 2017
|
PRIVET FUND LP
|
|
|
|
By: Privet Fund Management LLC,
|
|
Its General Partner
|
|
|
|
By:
/s/ Ryan Levenson
|
|
Name: Ryan Levenson
|
|
Its: Managing Member
|
|
|
|
PRIVET FUND MANAGEMENT LLC
|
|
|
|
By:
/s/ Ryan Levenson
|
|
Name: Ryan Levenson
|
|
Its: Managing Member
|
|
|
|
/s/ Ryan Levenson
|
|
Ryan Levenson
|
SCHEDULE 13D
CUSIP No.
412324303
|
|
Page
7 of 7
Pages
|
SCHEDULE 1
Shares Acquired or Sold by the Reporting
Persons in the Last 60 Days or Since Their Most Recent Schedule 13D Filing:
Trade Date
|
Nature of Transaction
(Purchase/Sale)
|
Number of
Shares
|
Price Per Share
|
8/7/2017
|
Purchase
|
66,562
|
$14.45 (2)(3)
|
8/8/2017
|
Purchase
|
20,211
|
$14.17 (2)(4)
|
(1) Not including any brokerage fees.
(2) The price per share reported is a weighted average price.
The Reporting Persons undertake to provide to the Company, any security holder of the Company, or the staff of the Securities and
Exchange Commission, upon request, further information regarding the number of shares purchased at each separate price within the
ranges set forth in footnotes (3)-(4) to this Schedule 13D.
(3) These shares were purchased at prices ranging from $14.07-$14.60,
inclusive.
(4) These shares were purchased at prices ranging from $14.12-$14.25,
inclusive.
Hardinge Inc. (delisted) (NASDAQ:HDNG)
Historical Stock Chart
From Aug 2024 to Sep 2024
Hardinge Inc. (delisted) (NASDAQ:HDNG)
Historical Stock Chart
From Sep 2023 to Sep 2024