Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Olesen Value Fund L.P.

(Last)

(First)

(Middle)

C/O OLESEN CAPITAL MANAGEMENT LLC

185 HUDSON STREET, SUITE 2539

(Street)

JERSEY CITY

07311

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SOLITRON DEVICES INC [ SODI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/03/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $0.01 par value⁽¹⁾	09/03/2024		S		100	D	$18.24	265,619	D
Common Stock, $0.01 par value⁽¹⁾	09/03/2024		S		100	D	$18.24	265,619	I	By Olesen Value Fund GP LLC⁽²⁾
Common Stock, $0.01 par value⁽¹⁾	09/03/2024		S		100	D	$18.24	265,619	I	By Olesen Capital Management LLC⁽³⁾
Common Stock, $0.01 par value⁽¹⁾	09/03/2024		S		100	D	$18.24	265,619	I	By Christian Olesen⁽⁴⁾
Common Stock, $0.01 par value⁽¹⁾	09/23/2024		S		100	D	$17.99	265,519	D
Common Stock, $0.01 par value⁽¹⁾	09/23/2024		S		100	D	$17.99	265,519	I	By Olesen Value Fund GP LLC⁽²⁾
Common Stock, $0.01 par value⁽¹⁾	09/23/2024		S		100	D	$17.99	265,519	I	By Olesen Capital Management LLC⁽³⁾
Common Stock, $0.01 par value⁽¹⁾	09/23/2024		S		100	D	$17.99	265,519	I	By Christian Olesen⁽⁴⁾
Common Stock, $0.01 par value⁽¹⁾	09/24/2024		S		2	D	$17.99	265,517	D
Common Stock, $0.01 par value⁽¹⁾	09/24/2024		S		2	D	$17.99	265,517	I	By Olesen Value Fund GP LLC⁽²⁾
Common Stock, $0.01 par value⁽¹⁾	09/24/2024		S		2	D	$17.99	265,517	I	By Olesen Capital Management LLC⁽³⁾
Common Stock, $0.01 par value⁽¹⁾	09/24/2024		S		2	D	$17.99	265,517	I	By Christian Olesen⁽⁴⁾
Common Stock, $0.01 par value⁽¹⁾	09/30/2024		S		916	D	$17.99	264,601	D
Common Stock, $0.01 par value⁽¹⁾	09/30/2024		S		916	D	$17.99	264,601	I	By Olesen Value Fund GP LLC⁽²⁾
Common Stock, $0.01 par value⁽¹⁾	09/30/2024		S		916	D	$17.99	264,601	I	By Olesen Capital Management LLC⁽³⁾
Common Stock, $0.01 par value⁽¹⁾	09/30/2024		S		916	D	$17.99	264,601	I	By Christian Olesen⁽⁴⁾
Common Stock, $0.01 par value⁽¹⁾	10/01/2024		S		1,000	D	$17.99	263,601	D
Common Stock, $0.01 par value⁽¹⁾	10/01/2024		S		1,000	D	$17.99	263,601	I	By Olesen Value Fund GP LLC⁽²⁾
Common Stock, $0.01 par value⁽¹⁾	10/01/2024		S		1,000	D	$17.99	263,601	I	By Olesen Capital Management LLC⁽³⁾
Common Stock, $0.01 par value⁽¹⁾	10/01/2024		S		1,000	D	$17.99	263,601	I	By Christian Olesen⁽⁴⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

Olesen Value Fund L.P.

(Last)

(First)

(Middle)

C/O OLESEN CAPITAL MANAGEMENT LLC

185 HUDSON STREET, SUITE 2539

(Street)

JERSEY CITY

07311

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Olesen Value Fund GP LLC

(Last)

(First)

(Middle)

C/O OLESEN CAPITAL MANAGEMENT LLC

185 HUDSON STREET, SUITE 2539

(Street)

JERSEY CITY

07311

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Olesen Capital Management LLC

(Last)

(First)

(Middle)

185 HUDSON STREET

SUITE 2539

(Street)

JERSEY CITY

07311

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Olesen Christian

(Last)

(First)

(Middle)

C/O OLESEN CAPITAL MANAGEMENT LLC

185 HUDSON STREET, SUITE 2539

(Street)

JERSEY CITY

07311

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. This Form 4 is filed jointly by Olesen Value Fund L.P., Olesen Value Fund GP LLC, Olesen Capital Management LLC and Christian Olesen, the address of each of which is c/o Olesen Capital Management LLC, 185 Hudson Street, Suite 2539, Jersey City, NJ 07311 (collectively, the "Reporting Persons"). Each Reporting Person disclaims beneficial ownership of the shares of common Stock reported herein except to the extent of its or his pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such shares of Common Stock for purposes of Section 16 or for any other purpose.

2. Shares of Common Stock beneficially owned directly by Olesen Value Fund L.P. Olesen Value Fund GP LLC, as the general partner of Olesen Value Fund L.P., may be deemed the beneficial owner of the shares of Common Stock beneficially owned by Olesen Value Fund L.P.

3. Shares of Common Stock beneficially owned directly by Olesen Value Fund L.P. Olesen Capital Management LLC, as the investment manager of Olesen Value Fund L.P., may be deemed the beneficial owner of the shares of Common Stock beneficially owned by Olesen Value Fund L.P.

4. Shares of Common Stock beneficially owned directly by Olesen Value Fund L.P. Christian Olesen, as the managing member of Olesen Value Fund GP LLC and Olesen Capital Management LLC, may be deemed the beneficial owner of the shares of Common Stock beneficially owned by Olesen Value Fund L.P.

	For Olesen Value Fund L.P.; By: Olesen Capital Management LLC,; By: /s/ Christian Olesen, Managing Member	10/02/2024
	For Olesen Value Fund GP LLC; By: /s/ Christian Olesen, Managing Member	10/02/2024
	For Olesen Capital Management LLC; By: /s/ Christian Olesen, Managing Member	10/02/2024
	For Christian Olesen; By: /s/ Christian Olesen	10/02/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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