Amended Statement of Beneficial Ownership (sc 13d/a)
December 15 2017 - 5:24PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 5)
1
Insignia Systems, Inc.
(Name
of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
45765Y105
(CUSIP Number)
Sardar Biglari
Biglari Capital Corp.
17802 IH 10 West, Suite 400
San Antonio, Texas 78257
(210) 344-3400
Steve Wolosky, Esq.
Olshan Frome Wolosky LLP
1325 Avenue of the Americas
New York, New York 10019
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices
and Communications)
December 13, 2017
(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 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
¨
.
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.
1
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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1
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NAME OF REPORTING PERSON
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The Lion Fund II, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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2,135,223
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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-0-
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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2,135,223
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10
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SHARED DISPOSITIVE POWER
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-0-
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,135,223
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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17.9%
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14
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TYPE OF REPORTING PERSON
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PN
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1
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NAME OF REPORTING PERSON
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Biglari Capital Corp.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Texas
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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2,135,223
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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-0-
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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2,135,223
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10
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SHARED DISPOSITIVE POWER
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-0-
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,135,223
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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17.9%
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14
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TYPE OF REPORTING PERSON
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OO
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1
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NAME OF REPORTING PERSON
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Sardar Biglari
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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AF, OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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USA
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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2,147,011
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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-0-
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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2,147,011
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10
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SHARED DISPOSITIVE POWER
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-0-
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,147,011
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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18.0%
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14
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TYPE OF REPORTING PERSON
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IN
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The following constitutes Amendment No. 5 to the
Schedule 13D filed by the undersigned (“Amendment No. 5”). This Amendment No. 5 amends the Schedule 13D as specifically
set forth herein.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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Item 3 is hereby amended and restated as follows:
The Shares purchased by the Lion Fund II were
purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course
of business) in open market purchases, except as otherwise noted, as set forth in Schedule A to the Schedule 13D, which is incorporated
by reference herein. The aggregate purchase price of the 2,135,223 Shares beneficially owned by the Lion Fund II is approximately
$7,981,115.63, including brokerage commissions.
The 11,788 Shares owned directly by Sardar Biglari
were granted to Mr. Biglari during the period in which he served as a director of the Issuer.
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Item 5.
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Interest in Securities of the Issuer.
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Item 5(a - c) is hereby amended and restated as
follows:
(a - c) The aggregate percentage of Shares
reported owned by the Reporting Persons is based upon 11,914,676 Shares outstanding, which is the total number of Shares outstanding
as of October 31, 2017, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange
Commission on November 6, 2017.
As of the close of business on December 15, 2017,
the Lion Fund II owned directly 2,135,223 Shares, constituting approximately 17.9% of the Shares outstanding. By virtue of
their relationships with the Lion Fund II discussed in further detail in Item 2, each of BCC and Sardar Biglari may be deemed to
beneficially own the Shares owned by the Lion Fund II.
As of the close of business on December 15, 2017,
Sardar Biglari owned directly 11,788 Shares, constituting less than 1% of the Shares outstanding.
By virtue of his relationships with the other
Reporting Persons discussed in further detail in Item 2, Sardar Biglari may be deemed to have the sole power to vote and dispose
of the Shares owned directly by the Lion Fund II.
Schedule A
annexed hereto lists all transactions
in securities of the Issuer by the Reporting Persons since the filing of Amendment No. 4 to the Schedule 13D. All of such transactions
were effected in the open market, unless otherwise noted.
The filing of this Schedule 13D shall not be deemed
an admission that any of the Reporting Persons is, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended,
the beneficial owner of any Shares he or it does not directly own. Each of the Reporting Persons specifically disclaims
beneficial ownership of the Shares reported herein that he or it does not directly own.
SIGNATURE
After reasonable inquiry and to the best of
his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete
and correct.
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December 15,
2017
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(Date)
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THE LION FUND II, L.P.
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By: BIGLARI CAPITAL CORP., its General Partner
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By:
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/s/ Sardar Biglari
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Name:
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Sardar Biglari
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Title:
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Chairman and Chief Executive Officer
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BIGLARI CAPITAL CORP.
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By:
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/s/ Sardar Biglari
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Name:
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Sardar Biglari
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Title:
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Chairman and Chief Executive Officer
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/s/ Sardar Biglari
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SARDAR BIGLARI
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SCHEDULE A
Transactions in the Shares Since
the Filing of Amendment No. 4 to the Schedule 13D
Shares of Common Stock
Purchased/(Sold)
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Price Per
Share($)
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Date of
Purchase / Sale
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The
Lion Fund II, L.P.
(4,487)
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1.4556*
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12/01/2017
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(18,629)
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1.4503*
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12/04/2017
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(5,599)
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1.4000
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12/05/2017
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(3,100)
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1.3709*
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12/07/2017
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(36,666)
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1.3661*
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12/08/2017
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(32,806)
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1.3008*
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12/11/2017
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(7,726)
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1.3007*
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12/12/2017
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(23,075)
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1.2503*
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12/13/2017
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(28,241)
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1.2402*
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12/14/2017
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(17,648)
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1.2487
*
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12/15/2017
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* The price reported is a weighted average price. These shares were
sold in multiple transactions at prices ranging from $1.45 to $1.47, $1.45 to $1.505, $1.37 to $1.40, $1.32 to $1.36, $1.30 to
$1.345, $1.30 to $1.33, $1.25 to $1.26, $1.24 to $1.245 and $1.24 to $1.28, respectively. The Reporting Persons undertake to
provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request,
full information regarding the number of shares sold at each separate price within the ranges set forth herein.
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