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. )1
Electro-Sensors,
Inc.
(Name
of Issuer)
Common
Stock, $0.10 par value
(Title
of Class of Securities)
285233102
(CUSIP
Number)
DAVID
E. LAZAR
C/O
ACTIVIST INVESTING LLC
1185
Avenue of the Americas, Third Floor
New
York, New York 10036
(646)
768-8417
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
January
4, 2022
(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.
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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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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1
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NAME
OF REPORTING PERSONS
DAVID
E. LAZAR
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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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SOURCE
OF FUNDS
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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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
USA,
Israel
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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
192,244
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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
192,244
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-
0 -
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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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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7%
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14
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TYPE
OF REPORTING PERSON
IN
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1
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NAME
OF REPORTING PERSONS
ACTIVIST
INVESTING LLC
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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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SOURCE
OF FUNDS
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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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
New
York
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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
141,244
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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
141,244
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
141,244
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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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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.2%
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14
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TYPE
OF REPORTING PERSON
OO
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1
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NAME
OF REPORTING PERSONS
CUSTODIAN
VENTURES LLC
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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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SOURCE
OF FUNDS
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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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Wyoming
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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
51,000
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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
51,000
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
51,000
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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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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.5%
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14
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TYPE
OF REPORTING PERSON
OO
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The
following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).
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Item
1.
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Security
and Issuer.
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This
statement relates to the Common Stock, $0.10 par value (the “Shares”), of Electro-Sensors, Inc., a Minnesota corporation
(the “Issuer”). The address of the principal executive offices of the Issuer is 6111 Blue Circle Drive, Minnetonka,
Minnesota 55343-9108.
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Item
2.
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Identity
and Background.
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(a) This statement is filed by:
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(i)
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Activist
Investing LLC, a New York limited liability company (“Activist Investing”);
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(ii)
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Custodian
Ventures LLC, a Wyoming limited liability company (“Custodian Ventures”);
and
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(iii)
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David
Elliot Lazar, as the sole member and Chief Executive Officer of each of Activist Investing
and Custodian Ventures.
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Each
of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each
of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting
Persons are hereby filing a joint Schedule 13D.
(b)
The principal business address of each of Activist Investing, Custodian Ventures and Mr. Lazar is 1185 Avenue of the
Americas, 3rd Floor, New York, New York 10036.
(c)
The principal business of Activist Investing is actively investing in distressed public companies. The principal business of
Custodian Ventures is assisting and providing custodial services to distressed public companies in securities and engaging in
all related activities and transactions. The principal occupation of Mr. Lazar is serving as the sole member and Chief
Executive Officer of each of Activist Investing and Custodian Ventures.
(d)
No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e)
No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is 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.
(f)
Mr. Lazar is a citizen of the United States of America and Israel.
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Item
3.
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Source
and Amount of Funds or Other Consideration.
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The
Shares purchased by each of Activist Investing and Custodian Ventures 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 the open market, except as otherwise
noted. The aggregate purchase price of the 141,244 Shares directly beneficially owned by Activist Investing is approximately $808,923,
excluding brokerage commissions. The aggregate purchase price of the 51,000 Shares directly beneficially owned by Custodian Ventures
is approximately $316,625, excluding brokerage commissions.
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Item
4.
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Purpose
of Transaction.
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The
Reporting Persons purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued
and represented an attractive investment opportunity. 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 Shares desirable,
the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase
or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting
Persons may deem advisable.
On
January 14, 2022, Custodian Ventures issued a press release (the “Press Release”) announcing its ownership interest
in the Issuer. The full text of the Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
No
Reporting Person has 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 Persons intend to review their 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 Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate
including, without limitation, engaging in additional communications with management and the Board of Directors of the Issuer,
engaging in discussions with stockholders of the Issuer or other third parties about the Issuer and the Reporting Persons’
investment, including potential business combinations or dispositions involving the Issuer or certain of its businesses, making
recommendations or proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure (including
board composition), potential business combinations or dispositions involving the Issuer or certain of its businesses, or suggestions
for improving the Issuer’s financial and/or operational performance, purchasing additional Shares, selling some or all of
their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, including swaps and
other derivative instruments, or changing their intention with respect to any and all matters referred to in Item 4.
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Item
5.
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Interest
in Securities of the Issuer.
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The
aggregate percentage of Shares reported owned by each person named herein is based upon 3,395,521 Shares outstanding, which is
the total number of Shares outstanding as of November 4, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q
filed with the Securities and Exchange Commission on November 5, 2021.
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(a)
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As
of the close of business on January 13, 2022, Activist Investing directly beneficially
owned 141,244 Shares.
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Percentage:
Approximately 4.2%
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(b)
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1.
Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 141,244
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 141,244
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(a)
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As
of the close of business on January 13, 2022, Custodian Ventures directly beneficially
owned 51,000 Shares.
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Percentage:
Approximately 1.5%
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(b)
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1.
Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 51,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 51,000
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(a)
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Mr.
Lazar, as the sole member and Chief Executive Officer of Activist Investing and Custodian
Ventures, may be deemed the beneficial owner of the (i) 141,244 Shares owned by Activist
Investing and (ii) 51,000 Shares owned by Custodian Ventures.
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Percentage:
Approximately 5.7%
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(b)
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1.
Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 192,244
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 192,244
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(c)
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The
transactions in the Shares by the Reporting Persons during the past sixty days are set
forth in Schedule A and are incorporated herein by reference. All of such transactions
were effected in the open market unless otherwise noted.
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The
filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of
the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he or it does not
directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that
he or it does not directly own.
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(d)
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No
person other than the Reporting Persons is known to have the right to receive, or the
power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
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Item
6.
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Contracts,
Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
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On
January 14, 2022, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint
filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required
by applicable law. The Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Other
than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or
between the Reporting Persons and any other person, with respect to the securities of the Issuer.
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Item
7.
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Material
to be Filed as Exhibits.
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SIGNATURES
After
reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated:
January 14, 2022
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ACTIVIST
INVESTING LLC
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By:
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/s/
David E. Lazar
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Name:
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David
E. Lazar
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Title:
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Chief
Executive Officer
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CUSTODIAN
VENTURES LLC
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By:
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/s/
David E. Lazar
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Name:
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David
E. Lazar
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Title:
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Chief
Executive Officer
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/s/
David E. Lazar
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DAVID
E. LAZAR
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SCHEDULE
A
Transaction
in the Shares During the Past Sixty Days
|
Nature
of Transaction
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Common
Stock
Purchased
|
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Price
Per
Share($)
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Date
of
Purchase
|
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ACTIVIST INVESTING LLC
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Purchase
of Common Stock
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23,600
|
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5.3202
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|
11/15/2021
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|
Purchase
of Common Stock
|
|
11,000
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|
5.3650
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|
11/16/2021
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|
Purchase
of Common Stock
|
|
11,973
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|
5.6375
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|
11/17/2021
|
|
Purchase
of Common Stock
|
|
12,349
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|
5.8359
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11/18/2021
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|
Purchase
of Common Stock
|
|
14,051
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|
5.9188
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11/19/2021
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|
Purchase
of Common Stock
|
|
15,556
|
|
5.6900
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11/22/2021
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|
Purchase
of Common Stock
|
|
8,700
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|
5.5809
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|
11/23/2021
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|
Purchase
of Common Stock
|
|
11,300
|
|
5.5447
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|
11/24/2021
|
|
Purchase
of Common Stock
|
|
2,000
|
|
5.8555
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|
11/26/2021
|
|
Purchase
of Common Stock
|
|
4,500
|
|
5.9047
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|
11/29/2021
|
|
Purchase
of Common Stock
|
|
9,600
|
|
6.1375
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|
11/30/2021
|
|
Purchase
of Common Stock
|
|
4,000
|
|
6.2786
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12/01/2021
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|
Purchase
of Common Stock
|
|
3,015
|
|
6.3947
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12/02/2021
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|
Purchase
of Common Stock
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|
1,600
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|
6.4363
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12/03/2021
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|
Purchase
of Common Stock
|
|
2,000
|
|
5.9619
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12/06/2021
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Purchase
of Common Stock
|
|
6,000
|
|
6.3436
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01/06/2022
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Purchase
of Common Stock
|
|
6,000
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6.3496
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01/06/2022
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CUSTODIAN VENTURES LLC
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Purchase
of Common Stock
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3,000
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5.6050
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12/16/2021
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Purchase
of Common Stock
|
|
3,000
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|
5.7300
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12/16/2021
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|
Purchase
of Common Stock
|
|
1,000
|
|
5.8000
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|
12/20/2021
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|
Purchase
of Common Stock
|
|
2,000
|
|
5.7498
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12/20/2021
|
|
Purchase
of Common Stock
|
|
5,000
|
|
5.8941
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12/21/2021
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|
Purchase
of Common Stock
|
|
3,000
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|
5.9986
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12/22/2021
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|
Purchase
of Common Stock
|
|
4,000
|
|
6.3098
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12/28/2021
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Purchase
of Common Stock
|
|
3,000
|
|
6.5000
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12/29/2021
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|
Purchase
of Common Stock
|
|
5,000
|
|
6.4361
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12/30/2021
|
|
Purchase
of Common Stock
|
|
800
|
|
6.5500
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01/03/2022
|
|
Purchase
of Common Stock
|
|
3,000
|
|
6.5604
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01/03/2022
|
|
Purchase
of Common Stock
|
|
5,000
|
|
6.4993
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|
01/04/2022
|
|
Purchase
of Common Stock
|
|
5,000
|
|
6.4990
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|
01/04/2022
|
|
Purchase
of Common Stock
|
|
3,000
|
|
6.3000
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|
01/05/2022
|
|
Purchase
of Common Stock
|
|
3,000
|
|
6.2139
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|
01/06/2022
|
|
Purchase
of Common Stock
|
|
2,000
|
|
6.2000
|
|
01/12/2022
|
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