Amended Statement of Beneficial Ownership (sc 13d/a)
February 16 2018 - 5:03PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment No. 5)*
TSR,
Inc.
(Name
of Issuer)
Common
Stock, $0.01 par value per share
(Title
of Class of Securities)
872885207
(CUSIP
Number)
John
G. Sharkey
400
Oser Avenue, Suite 150
Hauppauge,
NY 11788
(631)
231-0333
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
February
15, 2018
(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.
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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).
SCHEDULE
13D
CUSIP No.
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872885207
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Page
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2
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of
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4
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Pages
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Joseph F. Hughes
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
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(a)
☐
(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 (See Instructions)
PF
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
N/A
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☐
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6
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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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7
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SOLE
VOTING POWER
0
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8
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SHARED
VOTING POWER
819,491
(1)
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9
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SOLE
DISPOSITIVE POWER
0
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10
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SHARED
DISPOSITIVE POWER
819,491
(1)
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
819,491
(1)
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12
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
N/A
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☐
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.8%
(1)
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14
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TYPE
OF REPORTING PERSON (See Instructions)
IN,
HC
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SCHEDULE
13D
This
Amendment No. 5 to Schedule 13D, which is filed pursuant to Rule 13d-2(a) of the General Rules and Regulations under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), amends and supplements the original Schedule 13D, dated May 28,
1996 (the “Original Schedule 13D”), as amended by Amendment No. 1 to Schedule 13D, dated January 30, 1998,
Amendment No. 2 to Schedule 13D, dated December 29, 2010, Amendment No. 3 to Schedule 13D, dated December 30, 2010, and
Amendment No. 4 to Schedule 13D, dated March 9, 2017, which were filed with the Securities and Exchange Commission on behalf of
Joseph F. Hughes and JW Hughes Family LLC (prior to its dissolution and liquidation on March 9, 2017) with respect to the ownership
of common stock, $0.01 par value, of TSR, Inc., a Delaware corporation (“Common Stock”).
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Item
4.
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Purpose
of Transaction
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Item 4 is hereby amended
and supplemented by adding the following:
On February
14, 2018, Joseph F. Hughes and his wife, Winifred Hughes, sold 10,000 shares of Common Stock which were jointly held by them in
one sale transaction on the open market. On February 15, 2018, Joseph F. Hughes and Winifred Hughes sold an aggregate of 32,982
shares of Common Stock which were held jointly by them in three sale transactions on the open market. As a result of these transactions,
Joseph F. Hughes and Winifred Hughes jointly hold 819,491 shares of Common Stock.
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Item
5.
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Interest
in Securities of the Issuer
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Item
5 is hereby amended and supplemented by adding the following:
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(a)
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Joseph F. Hughes is considered the beneficial owner for purposes of Section 13(d)
of the Exchange Act of 819,491 shares of Common Stock, representing approximately 41.8% of the total amount of 1,960,062 outstanding
shares of Common Stock of the Company.
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(b)
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The number of shares of Common Stock as to which there is sole power to vote or to direct the vote, shared power to vote or
to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition,
as it relates to Joseph F. Hughes, is set forth in the forepart of this Schedule 13D, including the accompanying footnotes, and
such information is incorporated herein by reference
.
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(c)
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Except as described above, Joseph F. Hughes has not made any transactions in the class of securities reported herein during
the past sixty days.
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(1)
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Shares are held jointly with Joseph F. Hughes’ spouse, Winifred Hughes
.
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Page 3 of 4
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
16, 2018
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/s/
Joseph F. Hughes
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Joseph F.
Hughes
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Page
4 of 4
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