UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of
1934
(Amendment No. ________)*
OPTEX SYSTEMS HOLDINGS, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.001
(Title of Class of Securities)
68384X209
(CUSIP Number)
Ephraim Fields
c/o Echo Lake Capital
501 Madison Avenue, Floor 12A
New York, NY 10022
(Name, Address and Telephone Number of Person
Authorized to
Receive Notices and Communications)
October 2, 2019
(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. o
Note: Schedules filed in paper format shall include a
signed original and five copies of the schedule, including all exhibits. See Rule.13d-7 for other parties to whom copies are to
be sent.
* 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).
Page 2
1. Names of Reporting Persons.
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Ephraim Fields
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2. Check the Appropriate Box if a Member of a Group
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(a) o
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(b) o
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3. SEC Use Only
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4. Source of Funds
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WC
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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o
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6. Citizenship or Place of Organization
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USA
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Number of Shares
Beneficially
Owned by
Each Reporting
Person With:
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7. Sole Voting Power
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1,179,174
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8. Shared Voting Power
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0
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9. Sole Dispositive Power
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1,179,174
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10. Shared Dispositive Power
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0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
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1,179,174
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
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o
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13. Percent of Class Represented by Amount in Row (11)
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14.0%
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14. Type of Reporting Person
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IN
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ITEM 1. SECURITY AND ISSUER
This Statement relates to the COMMON STOCK,
PAR VALUE $0.001 of Optex Systems Holdings, Inc (the “Issuer” or the “Company”) having its principal executive
offices at 1420 Presidential Drive, Richardson, TX 75081
ITEM 2. IDENTITY AND BACKGROUND
If the person filing this statement or
any person enumerated in Instruction C of this statement is a corporation, general partnership, limited partnership, syndicate
or other group of persons, state its name, the state or other place of its organization, its principal business, the address of
its principal office and the information required by (d) and (e) of this Item. If the person filing this statement or any person
enumerated in Instruction C is a natural person, provide the information specified in (a) through (f) of this Item with respect
to such person(s).
Ephraim Fields (the “Reporting
Person”)
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(b)
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Residence or business address:
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c/o Echo Lake Capital
501 Madison Avenue, Floor 12A
New York, NY 10022
(c)
Ephraim Fields is the founder of Echo Lake Capital, a value-oriented investment firm focused on U.S. equities. His principal
occupation is investing;
(d)
During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors);
(e)
During the last five years, the Reporting Persons has not been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and, as a result of such proceeding, were or are 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 finding any violation
with respect to such laws; and
(f) Citizenship:
USA
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR
OTHER CONSIDERATION
As of the date of this Schedule 13D, Ephraim
Fields had invested $1,333,632 (inclusive of brokerage commissions) to purchase 1,179,174 shares of Common Stock of the Issuer.
ITEM 4. PURPOSE OF TRANSACTION
The Reporting Person purchased the Common
Stock based on the Reporting Person’s belief that the Common Stock, when purchased, were undervalued and did not adequately
reflect the potential value of the Company’s underlying business and assets. Depending upon overall market conditions, other
investment opportunities available to the Reporting Persons, and the availability of shares at prices that would make the purchase
or sale of Common Stock desirable, the Reporting Person may endeavor to increase or decrease its position in the Issuer through,
among other things, the purchase or sale of Common Stock on the open market or in private transactions or otherwise, on such terms
and at such times as the Reporting Person may deem advisable. The Reporting Person may engage in short selling or hedging or similar
transactions with respect to the Common Stock, on such terms and at such times as the Reporting Person may deem advisable.
The Reporting Person does not have any
present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of
Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the
actions discussed herein. The Reporting Person intends to review its investment in the Issuer on a continuing basis. Depending
on various factors including, without limitation, the Issuer’s
financial position and investment strategy, the price levels of the shares, conditions in the securities markets and general economic
and industry conditions, the Reporting Person may in the future take such actions with respect to its investment in the Issuer
as it deems appropriate including, without limitation, continuing to engage in communications with management and the Board of
the Issuer, engaging in discussions with shareholders of the Issuer and others about the Issuer and the Reporting Person’s
investment, making other proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure
or operations of the Issuer, purchasing additional shares, selling some or all of its shares, engaging in short selling of or any
hedging or similar transaction with respect to the Common Stock, or changing its intention with respect to any and all matters
referred to in Item 4.
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ITEM 5. INTEREST IN SECURITIES OF THE
ISSUER
(a) The Reporting Person
beneficially owns in the aggregate 1,179,174 shares of Common Stock, which represents approximately 14.0% of the Company’s
outstanding shares of Common Stock. The percentage ownership of shares of Common Stock set forth in this Statement is based on
8,436,422 shares of Common Stock issued and outstanding as of August 12, 2019 as reported in the Company’s Form 10-Q filed
with the SEC on August 12, 2019.
(b) The Reporting Person has the sole power
to vote or to direct the voting of all such shares described in Item 5(a) above. The Reporting Person has the sole power
to dispose or direct the disposition of all such shares described in Item 5(a) above. The Reporting Person does not have
shared power to vote or to direct the vote of any such shares described in Item 5(a) above, and does not have shared power to dispose
or direct the disposition of any such shares described in Item 5(a) above.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS
OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
Other than described herein, there are no contracts, arrangements,
understandings or relationships among the Reporting Person and any other person with respect to the securities of the Issuer.
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following shall be filed as exhibits:
copies of written agreements relating to the filing of joint acquisition statements as required by ss.240.13d-1(k) and copies of
all written agreements, contracts, arrangements, understandings, plans or proposals relating to: (1) the borrowing of funds to
finance the acquisition as disclosed in Item 3; (2) the acquisition of issuer control, liquidation, sale of assets, merger, or
change in business or corporate structure or any other matter as disclosed in Item 4; and (3) the transfer or voting of the securities,
finder's fees, joint ventures, options, puts, calls, guarantees of loans, guarantees against loss or of profit, or the giving or
withholding of any proxy as disclosed in Item 6.
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.
October 3, 2019
Date
/s/ Ephraim Fields
Signature
Ephraim Fields
Name/Title
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 the filing person), evidence of
the representative's 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.