If the filing person has previously filed a statement on
Schedule 13G to report the acquisition that 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 [X].
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See 240.13d
-7(b) for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting persons 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/A
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY)
North Star Investment Management Corporation
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
5
|
CHECK 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
758,034
|
8
|
SHARED VOTING POWER
|
9
|
SOLE DISPOSITIVE POWER
758,034
|
10
|
SHARED DISPOSITIVE POWER
526,237
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,284,271
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
[ ]
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.1%
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
IA
|
Page 2
Explanatory Note:
North Star Investment Management
Corporation, the Reporting Person, heretofore has reported its beneficial
ownership of shares of the Class A Common Stock of Truett-Hurst, Inc. on
Schedule 13G. The Reporting Person is required to amend its Schedule 13G to
report a recent increase in its beneficial ownership of more than five percent
of the Class A Common Stock of Truett-Hurst, Inc. The Reporting Person has
elected, instead, to report such increase on the previously filed Schedule 13D.
However, the filing of this statement on Schedule 13D/A does not constitute an
acknowledgement or admission by the Reporting Person that it is required to
report its beneficial ownership of Class A Common Stock on Schedule 13D/A,
rather than on Schedule 13G.
Item 1.
|
Security and Issuer
|
This statement on Schedule 13D relates
to the Class A Common Stock, par value $0.001 per share (the Common Stock), of
Truett-Hurst, Inc., a Delaware corporation (the Issuer), which were purchased
by investment advisory clients of the Reporting Person (the Shares). The
principal executive offices of the Issuer are located at 125 Foss Creek Circle,
Healdsburg, California 95448.
Item 2.
|
Identity and Background
|
(a)-(c) The reporting person is: North Star Investment
Management Corporation (the Reporting Person), a Delaware corporation. The
Reporting Person is a privately-held investment advisor which is wholly owned by
North Star Financial Services Corp. (the Holding Company). The Reporting
Person provides investment advisory services to public mutual and private
investment funds (Funds) and accounts held by corporations, individuals and
others (the Separately Managed Accounts).
The business address of the
Reporting Person and the Holding Company is: 20 N. Wacker Drive, Suite 1416,
Chicago, IL 60606
(i) The names, addresses and
principal occupations of each of the Reporting Persons executive officers, each
member of the Reporting Persons Board of Directors and any other persons
ultimately in control of the Reporting Person are set forth below:
Peter Gottlieb President,
Director and control person of Reporting Person
Eric Kuby Chief Investment
Officer, Director and control person of Reporting Person
(ii) The names, addresses and
principal occupations of each of the Holding Companys executive officers, each
member of the Holding Companys Board of Directors and any other persons
ultimately in control of the Reporting Person are set forth below:
Eric Kuby President, Director
and control person of Holding Company
Peter Gottlieb Secretary,
Treasurer, Director and control person of Holding Company
The address for each of the
individuals listed above is 20 N. Wacker Drive, Suite 1416, Chicago, IL 60606.
(d) During the last five
years, neither the Reporting Person, the Holding Company, nor, to the best of
the Reporting Persons knowledge, any of the persons named in response to Item
2(a) above have been convicted in any criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the last five
years, neither the Reporting Person, the Holding Company, nor, to the best of
the Reporting Persons knowledge, any of the persons named in response to Item
2(a) above have been a party to any civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding, was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or fining any violation with respect to
such laws.
Page 3
(f) Mr. Gottlieb and Mr.
Kuby are each a citizen of the United States.
Item 3.
|
Source and Amount of Funds or Other
Considerations
|
The Shares purchased on behalf of
the respective Funds were purchased with monies obtained by the Funds through
capital contributions from investors in the Funds. The Shares purchased on
behalf of the Separately Managed Accounts were purchased with personal or
operating funds of the account holders.
The total amount of funds used by
the Reporting Persons advisory clients to purchase the Shares reported herein
is $3,395,278.93.
Item 4.
|
Purpose of Transaction
|
The Shares were purchased for
investment purposes on behalf of the advisory clients of the Reporting Person.
The Reporting Person intends to evaluate from time to time the investment goals
and objectives of its advisory clients, other investment opportunities available
to them, and general economic, market and other conditions, as well as the
Issuer's business operations and prospects and the price and availability of
shares of Common Stock. Based on such evaluations, the Reporting Person may
determine at any time to cause its advisory clients to acquire additional shares
of Common Stock or sell or otherwise dispose of some or all of the Shares.
The Reporting Person may seek to
engage in discussions with the management of the concerning the Issuer or its
business or operations. Such discussions may relate to any one or more of the
transactions specified below in clauses (a) through (j) of this Item 4.
Except as described above, the
Reporting Person has no plans or proposals which relate to or would result
in:
(a) The
acquisition by any person of additional securities of the Issuer, or the
disposition of securities of the Issuer;
(b) An
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Issuer;
(c) A
sale or transfer of a material amount of assets of the Issuer;
(d) Any
change in the present board of directors or management of the Issuer, including
any plans or proposals to change the number or term of directors or to fill any
existing vacancies on the board;
(e) Any
material change in the present capitalization or dividend policy of the
Issuer;
(f) Any
other material change in the Issuer's business or corporate structure;
(g) Changes in the Issuer's charter, bylaws
or instruments corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person;
(h) Causing a class of securities of the
Issuer to be delisted from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of a registered
national securities association;
(i) A class of equity securities of the
Issuer becoming eligible for termination of registration pursuant to Section
12(g)(4) of the Act; or
(j) Any
action similar to any of those enumerated above.
Page 4
Item 5.
|
Interest in Securities of the Issuer
|
(a) The
Reporting Person is the beneficial owner of a total of 1,284,271 Shares,
representing approximately 28.1% of the shares of the Common Stock outstanding
(based on 4,595,756 shares of Common Stock outstanding on December 31, 2018, as
reported in the Issuers Quarterly Report on Form 10-Q/A for the quarter ended
September 30, 2018). None of the persons named in Item 2 other than the
Reporting Person beneficially own any of the securities reported herein.
(b) The
Reporting Person has sole voting and dispositive power over the 758,034 Shares
held, in the aggregate, by the Funds and has shared dispositive power and no
voting power over the 526,237 Shares held in the aggregate in the Separately
Managed Accounts.
(c) There have been no transactions
in the class or securities during the past sixty (60) days.
(d) As
of December 31, 2018, the following persons were known to the Reporting Person
to have the right to receive dividends from, or the proceeds from the sale of
more than 5% of the Common Stock of the Issuer.
North Star 10 10 Fund L.P.
North
Star Micro Cap Fund
(e) Not
applicable.
Item 6.
|
Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of
the Issuer
|
There are no contracts,
arrangements, understandings or relationships between the Reporting Person or
any executive officers or directors of the Reporting Person, and any other
person, with respect to any securities of the Issuer, including but not limited
to transfer of voting of any of the shares, finder's fees, joint ventures, loan
or option arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies, other than the
investment advisory contracts between the Reporting Person and its investment
advisory clients, in which the advisory clients grant to the Reporting Person
voting and investment power with respect to securities held in their respective
accounts, including shares of the Issuer.
Item 7.
|
Material to Be Filed as Exhibits
|
None.
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.
January 9, 2019
|
Dated
|
|
/s/ Andrew
Eisenberg
|
Signature
|
|
General
Counsel/Chief Compliance Officer
|
Name/Title
|
Page 5
The original statement shall be signed by each person on whose
behalf the statement is filed or his authorized representative. If the statement
is signed on behalf of a person by his authorized representative (other than an
executive officer or general partner of this filing person), evidence of the
representatives authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C. 1001).