Henry M. Nahmad
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).
CUSIP No. 262432107
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1.
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Names of Reporting Persons
Symmetric
Capital LLC (I.R.S. No. 47-3189811)
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
o
(b)
o
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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)
N/A
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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) ¨
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6.
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Citizenship or Place of Organization
Florida
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7. Sole Voting Power
4,883,184(1)
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8. Shared Voting Power
0
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9. Sole Dispositive Power
2,838,194
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10. Shared Dispositive Power
0
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
4,883,184(1)
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12.
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Check if
the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
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13.
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Percent of Class Represented by Amount in Row (11)
38.6%
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14.
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Type of Reporting Person (See Instructions)
HC,
OO
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(1) Includes 2,044,990 shares owned
by Western State Design, LLC as to which Symmetric Capital LLC and Henry M. Nahmad, as the Manager of Symmetric Capital LLC, have
sole voting power pursuant to the previously disclosed Stockholders Agreement between Symmetric Capital LLC, Symmetric Capital
II LLC, Henry M. Nahmad, Western State Design, LLC, Dennis Mack and Tom Marks.
CUSIP No. 262432107
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1.
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Names of Reporting Persons
Symmetric
Capital II LLC (I.R.S. No. 81-3241840)
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
o
(b)
o
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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)
N/A
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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) ¨
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6.
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Citizenship or Place of Organization
Florida
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7. Sole Voting Power
1,290,323
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8. Shared Voting Power
0
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9. Sole Dispositive Power
1,290,323
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10. Shared Dispositive Power
0
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,290,323
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12.
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Check if
the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
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13.
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Percent of Class Represented by Amount in Row (11)
10.2%
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14.
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Type of Reporting Person (See Instructions)
OO
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CUSIP No. 262432107
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1.
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Names of Reporting Persons
Henry
M. Nahmad
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
o
(b)
o
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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)
OO
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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) ¨
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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. Sole Voting Power
7,093,986(1)(2)(3)
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8. Shared Voting Power
0
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9. Sole Dispositive Power
4,168,416(1)
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10. Shared Dispositive Power
0
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
7,093,986(1)(2)(3)
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12.
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Check if
the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
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13.
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Percent of Class Represented by Amount in Row (11)
56.1%
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14.
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Type of Reporting Person (See Instructions)
HC,
IN
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(1)
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Includes 2,838,194 shares and 1,290,323 shares owned by Symmetric Capital LLC and Symmetric Capital II LLC, respectively. Henry
M. Nahmad may be deemed to have voting and dispositive power over such shares as a result of his position as Manager of Symmetric
Capital LLC and Symmetric Capital II LLC.
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(2)
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Includes 2,044,990 shares owned by Western State Design, LLC as to which Symmetric Capital LLC and Henry M. Nahmad, as the
Manager of Symmetric Capital LLC, have sole voting power pursuant to the previously disclosed Stockholders Agreement between Symmetric
Capital LLC, Symmetric Capital II LLC, Henry M. Nahmad, Western State Design, LLC, Dennis Mack and Tom Marks.
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(3)
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Includes 880,580 shares subject to restricted stock awards which have not yet vested but as to which Henry M. Nahmad has voting
power.
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Amendment
No. 6 to Schedule 13D
This Amendment No. 6
to Schedule 13D (this “Amendment”) amends, solely to the extent set forth herein, the Schedule 13D filed on March 12,
2015, as previously amended (the “Schedule 13D”), by Symmetric Capital LLC, a Florida limited liability company, Symmetric
Capital II LLC, a Florida limited liability company, and Henry M. Nahmad (collectively, the “Reporting Persons”), relating
to the Common Stock, par value $0.025 per share (the “Common Stock”), of EVI Industries, Inc., a Delaware corporation
(the “Company”).
Item 1: Security and Issuer
Item 1 of the Schedule
13D is amended solely to reflect the change in the Company’s name from EnviroStar, Inc. to EVI Industries, Inc. and to set
forth the address of the current principal executive office of the Company, which is 4500 Biscayne Blvd., Suite 340, Miami, Florida
33137.
Item 3: Source and Amount of Funds or Other
Consideration
Item 3 of the Schedule 13D is amended to add
the following:
On February 24, 2020, the Company, upon the approval of the Compensation
Committee of the Company’s Board of Directors, as the administrative committee for the Company’s 2015 Equity Incentive
Plan (the “Plan”), granted Henry M. Nahmad, the Company’s Chairman, Chief Executive Officer and President, a
stock award of 13,550 shares (the “Bonus Shares”) of the Company’s Common Stock and a restricted stock award
of 180,669 shares (the “Restricted Shares”) of the Company’s Common Stock. The awards were granted under the
Plan as compensation for Mr. Nahmad’s service on behalf of the Company. In approving the grant, the Compensation Committee
considered, among other things, that Mr. Nahmad did not receive any equity-based compensation during the fiscal years ended June
30, 2018 or 2019. Mr. Nahmad surrendered to the Company 5,262 of the Bonus Shares to satisfy the Company’s tax withholding
obligation relating to the grant of the Bonus Shares to Mr. Nahmad.
Subject to the terms and
conditions of the Plan and the related Notice of Grant and Restricted Stock Agreement (the “Award Agreement”), a total
of 25% of the Restricted Shares are scheduled to vest ratably, in equal annual installments, from February 2021 through February
2024, with the remaining 75% of the Restricted Shares (the “Balance Shares”) scheduled to vest on November 5, 2040
(the “Cliff Vest Date”), which is the date on which Mr. Nahmad will reach the age of 62, subject to accelerated vesting
with respect to 50% of the Balance Shares if the Company’s consolidated revenues for four consecutive fiscal quarters equals
or exceeds a specified target prior to the Cliff Vest Date.
Mr. Nahmad has all rights
of a stockholder with respect to the Bonus Shares. In addition, pursuant to the terms of the Plan and the Award Agreement, Mr.
Nahmad will have the rights of a stockholder with respect to the Restricted Shares prior to their vesting, including, without limitation,
voting rights; however, prior to their vesting, Mr. Nahmad may not sell, assign, pledge, exchange, hypothecate or otherwise transfer,
encumber or dispose of any of the Restricted Shares.
Item 4: Purpose of
Transaction
Item 4 of the Schedule 13D is amended to add
the information set forth in Item 3 above, which is incorporated into this Item 4 by reference.
Item 5: Interest in Securities of the Issuer
Item 5 of the Schedule
13D is amended and restated as follows:
The information set forth
in rows 7-13 of the cover pages of this Amendment is incorporated into this Item 5 by reference.
Except as described in
Item 3 above, none of the Reporting Persons has effected any transaction in any shares of the Company’s Common Stock during
the past 60 days. However, on March 6, 2020, the previously disclosed Stockholders Agreement, dated March 6, 2015, between Symmetric
Capital LLC, Henry M. Nahmad, Michael Steiner and Robert Steiner expired in accordance with its terms. Prior to the expiration
of such Stockholders Agreement, the 580,100 shares of the Company’s Common Stock held by Michael Steiner and Robert Steiner
subject to the Stockholders Agreement were deemed to be beneficially owned by Symmetric Capital LLC and Mr. Nahmad, as the Manager
of Symmetric Capital LLC, due to their voting power over the shares pursuant to the Stockholders Agreement. As a result of the
expiration of the Stockholders Agreement, such shares are no longer included in the beneficial holdings of Symmetric Capital LLC
or Mr. Nahmad.
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.
March 6, 2020
Date
Symmetric Capital LLC
/s/ Henry M. Nahmad
Signature
Henry M. Nahmad/Manager
Name/Title
Symmetric Capital II LLC
/s/ Henry M. Nahmad
Signature
Henry M. Nahmad/Manager
Name/Title
/s/ Henry M. Nahmad
Henry M. Nahmad