- Amended Statement of Ownership (SC 13G/A)
January 31 2012 - 3:45PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)
(Name of Issuer)
(Title of Class of Securities)
(Date of Event Which Requires Filing of this statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
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Rule 13d-1(b)
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X
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Rule 13d-1(c)
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Rule 13d-1(d)
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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 the disclosures provided in a prior cover page.
The information required in 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.
18482P103
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13G
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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)
Ronald G. Roth
_________________
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2
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Check the Appropriate Box if a Member of a Group (
See
Instructions)
[ ] (a)
[ ] (b)
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3
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SEC Use Only
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4
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Citizenship or Place of Organization
Minnesota USA
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
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5
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Sole Voting Power
968,905 (1, 3)
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6
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Shared Voting Power
156,760 (2)
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7
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Sole Dispositive Power
968,905 (1, 3)
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8
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Shared Dispositive Power
156,760 (2)
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,125,665 (1, 2 & 3)
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares ____
(
See
Instructions)
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11
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Percent of Class Represented by Amount in Row (9)
9.1% (4)
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12
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Type of Reporting Person (
See
Instructions)
IN
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(1)
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Includes 966,405 shares owned outright by the reporting person as of December 31, 2011.
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(2)
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Includes 156,760 shares owned by spouse as to which Mr. Roth shares voting power and dispositive power.
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(3)
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Includes 2,500 shares of common stock issuable upon options exercisable within 60 days.
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(4)
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Based on 12,326,233 shares outstanding at December 31, 2011.
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Item 1(a)
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Name of Issuer:
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Clearfield, Inc.
Item 1(b)
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Address of Issuer's Principal Executive Offices:
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5480 Nathan Lane North, Suite 120, Plymouth, MN 55442
Item 2(a)
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Name of Person Filing:
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Ronald G. Roth
Item 2(b)
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Address of Principal Business Office or, if None, Residence:
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5480 Nathan Lane North, Suite 120, Plymouth, MN 55442
Minnesota, USA
Item 2(d)
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Title of Class of Securities:
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Common Stock, $0.01 par value
18482P103
Item 3.
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If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person
filing is a:
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(a)
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______
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Broker or dealer registered under Section 15 of the Exchange Act,
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(b)
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______
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Bank as defined in Section 3(a)(6) of the Exchange Act,
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(c)
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______
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Insurance company as defined in Section 3(a)(19) of the Exchange Act,
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(d)
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______
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Investment Company registered under Section 8 of the Investment Company Act, (e) An investment adviser in accordance with Rule 13d- 1(b)(1)(ii)(E),
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(e)
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______
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An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
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(f)
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______
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An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F),
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(g)
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______
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A parent holding Company, or control person in accordance with Rule 13d-1(b)(ii)(G),
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(h)
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______
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act,
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(i)
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______
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A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act,
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(j)
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______
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Group, in accordance with Rule 13d-1(b)(ii)(J).
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If this statement is filed pursuant to Rule 13d-1(c), check this box.
X
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Provide the following information regarding the aggregate number and percentage of the class of securities of the issued identified in Item 1.
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(a)
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Amount Beneficially Owned: 1,125,665 which consists of 968,905 shares owned individually by the reporting person as of December 31, 2011 and option to purchase 2,500 shares exercisable at December 2011 or within 60 days and 156,760 shares owned by spouse.
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(b)
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Percent of Class: 9.1% based on 12,326,233 shares of the Issuer’s common stock outstanding on December 31, 2011 as reported in the Issuer’s Form 10-Q for the quarter ended December 31, 2011 and including all 1,125,665 shares that could be deemed to be beneficially owned by Mr. Roth.
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote: 968,905
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(ii)
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Shared power to vote or direct the vote: 156,760
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(iii)
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Sole power to dispose or direct the disposition of: 968,905
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(iv)
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Shared power to dispose or to direct the disposition of: 156,760
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Item 5.
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Ownership of Five Percent or Less of a Class
.
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Not applicable
Item 6.
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Ownership of More Than Five Percent on Behalf of Another Person.
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Not applicable
Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the
Parent Holding Company
.
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Not applicable
Item 8.
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Identification and Classification of Members of the Group
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Not applicable
Item 9.
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Notice of Dissolution of Group
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Not applicable
By signing below, I certify, that to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect.
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.
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January
31, 2012
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(Date)
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/s/ Ronald G. Roth
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(Signature)
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Ronald G. Roth, Individual Stockholder
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(Name and Title)
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