Amended Statement of Beneficial Ownership (sc 13d/a)
August 17 2020 - 4:49PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)*
TSR, Inc.
(Name of Issuer)
Common
Stock, par value $0.01 per share
(Title of Class of Securities)
872885207
(CUSIP Number)
Daniel Zeff
885 Sixth Avenue
New York, New York 10001
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
August 13, 2020
(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 §§ 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.
* 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).
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CUSIP No. 872885207
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13D
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Page 2 of 7
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(1) NAMES OF REPORTING PERSONS
Zeff Capital, L.P.
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(2) CHECK THE APPROPRIATE BOX IF
A MEMBER OF A GROUP (see instructions)
(a) ☐ (b) ☐
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS (see instructions)
OO
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
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(7) SOLE VOTING POWER
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0 shares
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(8) SHARED VOTING POWER
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437,774 shares
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(9) SOLE DISPOSITIVE POWER
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0 shares
|
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(10) SHARED DISPOSITIVE POWER
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437,774 shares
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
437,774 shares
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(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐
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(13) PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.3%*
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(14) TYPE OF REPORTING PERSON (see instructions)
PN
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*Percentage calculated based on 1,962,062 shares of common
stock, par value $0.01 per share, outstanding as of March 31, 2020, as reported in the Form 10-Q filed by TSR, Inc. on April 13,
2020.
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CUSIP No. 872885207
|
13D
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Page 3 of 7
|
(1) NAMES OF REPORTING PERSONS
Zeff Holding Company, LLC
|
|
|
(2) CHECK THE APPROPRIATE BOX IF
A MEMBER OF A GROUP (see instructions)
(a) ☐ (b) ☐
|
|
(3) SEC USE ONLY
|
(4) SOURCE OF FUNDS (see instructions)
OO
|
|
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 shares
|
|
(8) SHARED VOTING POWER
|
|
437,774 shares
|
|
(9) SOLE DISPOSITIVE POWER
|
|
0 shares
|
|
(10) SHARED DISPOSITIVE POWER
|
|
437,774 shares
|
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
437,774 shares
|
|
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐
|
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.3%*
|
(14) TYPE OF REPORTING PERSON (see instructions)
OO
|
|
|
|
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*
Percentage calculated based on 1,962,062 shares of common stock, par value $0.01 per share, outstanding as of March 31, 2020, as
reported in the Form 10-Q filed by TSR, Inc. on April 13, 2020.
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CUSIP No. 872885207
|
13D
|
Page 4 of 7
|
(1) NAMES OF REPORTING PERSONS
Daniel Zeff
|
|
|
(2) CHECK THE APPROPRIATE BOX IF
A MEMBER OF A GROUP (see instructions)
(a) ☐ (b) ☐
|
|
(3) SEC USE ONLY
|
(4) SOURCE OF FUNDS (see instructions)
OO
|
|
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
|
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
|
(7) SOLE VOTING POWER
|
|
0 shares
|
|
(8) SHARED VOTING POWER
|
|
437,774 shares
|
|
(9) SOLE DISPOSITIVE POWER
|
|
0 shares
|
|
(10) SHARED DISPOSITIVE POWER
|
|
437,774 shares
|
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
437,774 shares
|
|
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐
|
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.3%*
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(14) TYPE OF REPORTING PERSON (see instructions)
IN
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|
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*Percentage calculated based on 1,962,062 shares of common stock, par value $0.01 per share, outstanding as of March
31, 2020, as reported in the Form 10-Q filed by TSR, Inc. on April 13, 2020.
Explanatory Note
This Amendment
No. 11 (this “Amendment”) amends and supplements the Schedule 13D filed on July 26, 2018, as amended on August 23,
2018, September 19, 2018, October 10, 2019, January 4, 2019, August 2, 2019, August 8, 2019, September 4, 2019, October 23, 2019,
October 29, 2019, and January 2, 2020 (as amended, the “Schedule 13D”), by the Reporting Persons relating to the Common
Stock. Information reported in the Schedule 13D remains in effect except to the extent that it is amended, restated or superseded
by information contained in this Amendment. Capitalized terms used but not defined in this Amendment have the respective
meanings set forth in the Schedule 13D. All references in the Schedule 13D and this Amendment to the “Statement” will
be deemed to refer to the Schedule 13D as amended and supplemented by this Amendment.
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Item 4.
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Purpose of Transaction.
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Item
4 is amended to add the following:
On August 13, 2020, the Reporting Persons entered into
an Agreement with the Issuer (the “August 2020 Agreement”). Pursuant to the August 2020 Agreement, the Issuer agreed
to reimburse certain of the costs and expenses incurred by the Reporting Persons in connection with certain proxy solicitation
activities involving the Issuer. The Issuer will reimburse an aggregate of $900,000 in three equal installments on June 30, 2021
and June 30, 2022. The third installment can be made in the form of Common Stock.
The foregoing description of the August 2020 Agreement
is qualified in its entirety by reference to such agreement, which is incorporated by reference as Exhibit 10.
SIGNATURES
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: August 17, 2020
ZEFF CAPITAL, L.P.
By: Zeff Holding Company, LLC, as
general partner
By: /s/ Daniel Zeff
Name: Daniel Zeff
Title: Manager
ZEFF HOLDING COMPANY, LLC
By: /s/ Daniel Zeff
Name: Daniel Zeff
Title: Manager
/s/
Daniel Zeff
Daniel Zeff
EXHIBIT INDEX
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Exhibit Number
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Description
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1
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Joint Filing Agreement (incorporated by reference to Exhibit 1 to the Amendment No. 1 to Schedule 13D filed by Zeff Capital, L.P., Zeff Holding Company, LLC and Daniel Zeff on August 23, 2018).
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2
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Letter dated as of September 17, 2018 (incorporated by reference to Exhibit 2 to the Amendment No. 2 to Schedule 13D filed by Zeff Capital, L.P., Zeff Holding Company, LLC and Daniel Zeff on September 19, 2018).
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3
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Press release of Zeff Capital, L.P. (incorporated by reference to the DFAN14A filing made by Zeff Capital, L.P. on October 10, 2018).
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4
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Form of Indemnification Agreement (incorporated by reference to Exhibit 4 to the Amendment No. 3 to Schedule 13D filed by Zeff Capital, L.P., Zeff Holding Company, LLC and Daniel Zeff on October 10, 2018).
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5
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Complaint filed by TSR, Inc. (incorporated by reference to Exhibit 5 to the Amendment No. 4 to Schedule 13D filed by Zeff Capital, L.P., Zeff Holding Company, LLC and Daniel Zeff on January 4, 2019).
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6
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Notice dated as of August 1, 2019. (incorporated by reference to Exhibit 6 to the Amendment No. 5 to Schedule 13D filed by Zeff Capital, L.P., Zeff Holding Company, LLC and Daniel Zeff on August 2, 2019).
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7
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Settlement and Release Agreement, dated as of August 30, 2019, by and between TSR, Inc. and Zeff Capital, L.P., Zeff Holding Company, LLC and Daniel Zeff, QAR Industries, Inc. and Robert Fitzgerald, and Fintech Consulting, LLC and Tajuddin Haslani (incorporated by reference to Exhibit 7 to the Amendment No. 7 to Schedule 13D filed by Zeff Capital, L.P., Zeff Holding Company, LLC and Daniel Zeff on September 4, 2019).
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8
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Share Repurchase Agreement, dated as of August 30, 2019, by and between TSR, Inc. and Zeff Capital, L.P., Zeff Holding Company, LLC and Daniel Zeff, QAR Industries, Inc. and Robert Fitzgerald, and Fintech Consulting, LLC and Tajuddin Haslani (incorporated by reference to Exhibit 8 to the Amendment No. 7 to Schedule 13D filed by Zeff Capital, L.P., Zeff Holding Company, LLC and Daniel Zeff on September 4, 2019).
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9
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Press Release of TSR, Inc. (incorporated by reference to Exhibit 9 to the Amendment No. 7 to Schedule 13D filed by Zeff Capital, L.P., Zeff Holding Company, LLC and Daniel Zeff on September 4, 2019).
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10
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Agreement, dated as of August 13, 2020, by and between TSR, Inc. and Zeff Capital, L.P., Zeff Holding Company, LLC and Daniel Zeff.*
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* Filed herewith.
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