Statement of Changes in Beneficial Ownership (4)
July 07 2021 - 6:09PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Manko Joseph M. Jr. |
2. Issuer Name and Ticker or Trading Symbol
WIRELESS TELECOM GROUP INC
[
WTT
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
1717 ARCH STREET, 39TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
7/2/2021 |
(Street)
PHILADELPHIA, PA 19103
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 7/2/2021 | | S | | 121379 | D | $3.0004 (1) | 2064425 | I | By Horton Capital Partners Fund, LP (2) |
Common Stock | 7/6/2021 | | S | | 81027 | D | $3.029 (1) | 1983398 | I | By Horton Capital Partners Fund, LP (2) |
Common Stock | 7/7/2021 | | S | | 4700 | D | $3.00 (1) | 1978698 | I | By Horton Capital Partners Fund, LP (2) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
(1) | The shares of Common Stock were purchased in multiple transactions on each date and the price reported in Column 4 for each date is a volume weighted average price. The shares of common stock were purchased in multiple transactions at prices ranging from: (i) $2.91-$3.25 on July 2, 2021, and (ii) $3.00-$3.22 on July 6, 2021. The reporting person undertakes to provide to the issuer, any holder of the issuer's common stock, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote to this Form 4. |
(2) | This Form 4 is filed jointly by Horton Capital Management, LLC, a Delaware limited liability company ("HCM"), Horton Capital Partners LLC, a Delaware limited liability company ("HCP"), Horton Capital Partners Fund, LP ("HCPF"), and Joseph M. Manko, Jr. Pursuant to investment advisory agreements, HCM maintains investment and voting power with respect to shares of Common Stock of the Issuer held by HCPF. However, despite the delegation of investment and voting power to HCM, HCP may be deemed to be the beneficial owner of such Common Stock because, in the event HCM's investment advisory agreement with respect to such Common Stock is terminated, HCP has the right to assume HCM's discretionary investment and voting authority with respect to such Common Stock. HCP is the general partner of HCPF. Mr. Manko is the managing member of both HCM and HCP. |
Remarks: The filing of this statement shall not be construed as an admission (a) that the person filing this statement is, for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the beneficial owner of any equity securities covered by this statement, or (b) that this statement is legally required to be filed by such person. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Manko Joseph M. Jr. 1717 ARCH STREET, 39TH FLOOR PHILADELPHIA, PA 19103 |
| X |
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Horton Capital Management, LLC 1717 ARCH STREET, SUITE 3920 PHILADELPHIA, PA 19103 |
| X |
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Horton Capital Partners, LLC 1717 ARCH STREET, SUITE 3920 PHILADELPHIA, PA 19103 |
| X |
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Horton Capital Partners Fund, L.P. 1717 ARCH STREET, SUITE 3920 PHILADELPHIA, PA 19103 |
| X |
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Signatures
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/s/ Joseph M. Manko, Jr. | | 7/7/2021 |
**Signature of Reporting Person | Date |
/s/ Joseph M. Manko, Jr., Managing Member of Horton Capital Management, LLC | | 7/7/2021 |
**Signature of Reporting Person | Date |
/s/ Joseph M. Manko, Jr., Managing Member of Horton Capital Partners, LLC | | 7/7/2021 |
**Signature of Reporting Person | Date |
/s/ Joseph M. Manko, Jr., Managing Member of Horton Capital Partners, LLC, the General Partner of Horton Capital Partners Fund, LP | | 7/7/2021 |
**Signature of Reporting Person | Date |
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