Amended Statement of Ownership (sc 13g/a)
February 14 2018 - 11:29AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
(Amendment
No. 2)
Under
the Securities Exchange Act of 1934
TEL-INSTRUMENT
ELECTRONICS CORP.
(Name
of Issuer)
Common
Stock, $0.10 par value
(Title
of Class of Securities)
879165207
(CUSIP
Number)
November
14, 2017
(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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☒
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Rule 13d-1(c)
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☐
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Rule 13d-1(d)
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*
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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 disclosures provided
in a prior cover page.
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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).
1
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NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
VINCENT J. DOWLING, JR.
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (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
UNITED STATES
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE
VOTING POWER
403,988 (1)(2)(3)
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6
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SHARED
VOTING POWER
0
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7
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SOLE
DISPOSITIVE POWER
403,988 (1)(2)
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8
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SHARED
DISPOSITIVE POWER
0
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
403,988 (1)(2)
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10
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.22% (3)
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12
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TYPE
OF REPORTING PERSON*
IN
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*SEE
INSTRUCTIONS BEFORE FILLING OUT.
(1)
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Consists
of: (i) 82,788 shares of common stock, par value $0.10 per share (“Common Stock”), owned by IRA FBO Vincent J.
Dowling Jr. Pershing LLC as Custodian Roth Conversion Account; (ii) 67,900 shares of Common Stock owned by Trust Agreement
of Dowling 2009 Statutory Trust UAD 12/10/09 People’s United Bank TTEE FBO Vincent J. Dowling, Jr.; (iii) 200,000 shares
of Common Stock owned by Millenium Trust Company, LLC Custodian FBO Vincent J. Dowling, Jr., Roth IRA; (iv) 3,300 shares of
Common Stock held in Uniform Gift to Minors Act custodial accounts for the benefit of Vincent J. Dowling, Jr.’s niece
(700 shares) and two nephews (1,300 shares each), and for which Mr. Dowling is the Custodian; and (v) 50,000 shares of Common
Stock subject to currently exercisable warrants.
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(2)
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Does
not include 333,333 shares of Series A Convertible Preferred Stock (the “Series A Preferred Stock”) which are
held by Millennium Trust Company, LLC Custodian FBO Vincent J. Dowling, Jr., Roth IRA. Pursuant to certain restrictions with
respect to the Series A Preferred Stock set forth in Certificate of Amendment to the Certificate of Incorporation filed by
the Company with the Secretary of State of the State of New Jersey on November 8, 2017, such shares may not be converted into
shares of Common Stock within the next 60 days. Mr. Dowling has sole beneficial ownership of such shares of Series A Preferred
Stock.
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(3)
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The
percent of class has been calculated based upon 3,255,887 shares of Common Stock issued and outstanding as of the date hereof.
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Item 1
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(a)
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Name of
Issuer:
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Tel-Instrument Electronics
Corp. (the “Company”)
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(b)
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Address of Issuer’s
Principal Executive Offices:
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One Branca Road
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East Rutherford, NJ 57107
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Item 2
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(a)
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Name of Person Filing:
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Vincent J. Dowling, Jr.
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(b)
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Address of Principal
Office, or if None, Residence:
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54 Ledyard Road
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West Hartford, CT 06117
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(c)
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Citizenship:
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United States
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(d)
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Title of Class of Securities:
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Common Stock, $0.10 par
value per share
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(e)
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CUSIP Number:
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879165207
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Item 3
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If this
statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
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Not Applicable
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Item 4
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Ownership:
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Provide the
following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item
1.
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(a)
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Amount beneficially owned:
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Please see Item 9 of cover
page.
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(b)
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Percent of Class:
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Please see Item 11 of
the cover page.
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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:
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Please see Item 5 of the
cover page.
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(ii)
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Shared power to vote or
to direct the vote:
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Please see Item 6 of the
cover page.
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(iii)
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Sole power to dispose
or to direct the disposition of:
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Please see Item 7 of the
cover page.
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(iv)
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Shared power to dispose
or to direct the disposition of:
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Please see Item 8 of the
cover page.
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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
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Item 6
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Ownership
of More than Five Percent on Behalf of Another Person:
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Not Applicable
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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
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Item 8
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Identification
and Classification of Members of the Group:
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Not Applicable
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Item 9
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Notice
of Dissolution of Group:
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Not Applicable
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Item 10
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Certification:
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By signing
below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held
for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction having that purpose or effect.
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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.
Dated:
February 14, 2018
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/
s/ Vincent J. Dowling, Jr.
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Vincent J. Dowling, Jr.
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