This Amendment No. 1 to Schedule 13D is jointly filed by and on behalf of each of the Reporting Persons
to amend the Schedule 13D related to shares of common stock, $0.01 par value (the
Common Stock
), of Orion Group Holdings, Inc., a Delaware corporation (the
Issuer
) initially filed with the
Securities and Exchange Commission (the
SEC
) on May 31, 2019 (as amended, the
Schedule 13D
). Each capitalized term used and not defined herein shall have the meaning assigned to such term in
the Schedule 13D. Except as otherwise provided herein, each Item of the Schedule 13D remains unchanged.
Item 3. Source and Amount of Funds or
other Consideration
Item 3 is hereby amended and supplemented as follows:
In open market purchases on June 26, 2019 and July 2, 2019, the Reporting Persons expended an aggregate of approximately $341,055
(including commissions) to acquire 147,194 shares of Common Stock of the Issuer in various open market transactions. The funds used for the purchase of shares of Common Stock of the Issuer reported in this Schedule 13D were derived from general
working capital of Palogic Value Fund.
Item 5. Interest in Securities of the Issuer
Item 5 is hereby amended and restated in its entirety as follows:
(a) The aggregate number and percentage of the class of securities identified pursuant to Item 1
beneficially owned by each Reporting Person is stated in Items 11 and 13 on the cover page(s) hereto.
Each Reporting Person declares that
neither the filing of this Schedule 13D nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by
this Schedule 13D.
Each Reporting Person may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer
for the purposes of Section 13(d) or 13(g) of the Act. Each Reporting Person declares that neither the filing of this Schedule 13D nor anything herein shall be construed as an admission that such person is, for the purposes of
Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act) with any other person as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or
disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any syndicate or group with respect to the Issuer or any securities of the Issuer.
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(b)
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Number of shares as to which each Reporting Person has:
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(i)
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sole power to vote or to direct the vote:
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See Item 7 on the cover page(s) hereto.
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(ii)
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shared power to vote or to direct the vote:
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See Item 8 on the cover page(s) hereto.
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(iii)
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sole power to dispose or to direct the disposition of:
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See Item 9 on the cover page(s) hereto.
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(iv)
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shared power to dispose or to direct the disposition of:
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See Item 10 on the cover page(s) hereto.
Palogic Value Fund is the record and direct beneficial owner of the securities covered by this Schedule 13D. Palogic Value Fund has the power
to vote or to direct the vote of (and the power to dispose or direct the disposition of) the shares of Common Stock owned by it.