* See Item 2 and Item 5.
** This calculation is rounded to the nearest tenth and is based upon (i) 14,896,004 Shares outstanding, as reported in the Issuer's Quarterly Report on Form 10-Q filed on May 10, 2018 (File No. 000-11412) and (ii) 18,000 aggregate Shares Mr. Averick may purchase under (A) a director stock option granted on May 11, 2018 which becomes exercisable on November 12, 2018 and will thereafter allow Mr. Averick to purchase 6,000 Shares; (B) a director stock option granted on March 17, 2017 which is immediately exercisable and allows Mr. Averick to purchase 6,000 Shares; and (C) a director stock option granted on January 15, 2016 which is immediately exercisable and allows Mr. Averick to purchase 6,000 Shares.
Preliminary Note
. Pursuant to Rule 13d-2 promulgated under the Act, this amendment to Schedule 13D (this "Amendment No. 3") amends the Schedule 13D filed on January 25, 2016 (the "Original Schedule 13D"), as amended by that certain Amendment No. 1 filed on August 24, 2017 ("Amendment No. 1") and that certain Amendment No. 2 filed on December 18, 2018 ("Amendment No. 2" and together with the Original Schedule 13D, Amendment No. 1 and this Amendment No. 3, the "Schedule 13D"). Capitalized terms used but not defined in this Amendment No. 3 shall have the meanings given to them in the Original Schedule 13D (as amended by Amendment No. 1 and Amendment No. 2). The Original Schedule 13D remains in full force and effect, except as specifically amended by Amendment No. 1, Amendment No. 2 and this Amendment No. 3. This Amendment No. 3 is being filed to disclose the termination of substantially identical plans entered into by certain of the Reporting Persons to sell shares of Common Stock (the "Shares") of Amtech Systems, Inc., an Arizona corporation, compliant with Rule 10b5-1 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
|
|
Shares Beneficially Owned
|
Percent of Class
1
|
(a) and (b)
|
1. The Trust
2
|
|
|
|
Sole Voting Power
|
1,386,312
|
9.3%
|
|
Shared Voting Power
|
-0-
|
0%
|
|
Sole Dispositive Power
|
1,386,312
|
9.3%
|
|
Shared Dispositive Power
|
-0-
|
0%
|
|
Aggregate Voting and Dispositive Power
|
1,386,312
|
9.3%
|
|
|
|
|
|
2. M3C
3
|
|
|
|
Sole Voting Power
|
263,688
|
1.8%
|
|
Shared Voting Power
|
-0-
|
0%
|
|
Sole Dispositive Power
|
263,688
|
1.8%
|
|
Shared Dispositive Power
|
-0-
|
0%
|
|
Aggregate Voting and Dispositive Power
|
263,688
|
1.8%
|
|
|
|
|
|
3. Mr. Averick
4
|
|
|
|
Sole Voting Power
|
18,000
|
0.1%
|
|
Shared Voting Power
|
2,400,000
|
16.1%
|
|
Sole Dispositive Power
|
18,000
|
0.1%
|
|
Shared Dispositive Power
|
2,400,000
|
16.1%
|
|
Aggregate Voting and Dispositive Power
|
2,418,000
|
16.2%
|
|
|
|
|
|
4. Piton
5
|
|
|
|
Sole Voting Power
|
600,000
|
4.0%
|
|
Shared Voting Power
|
-0-
|
0%
|
|
Sole Dispositive Power
|
600,000
|
4.0%
|
|
Shared Dispositive Power
|
-0-
|
0%
|
|
Aggregate Voting and Dispositive Power
|
600,000
|
4.0%
|
|
|
|
|
|
5. OIH
6
|
|
|
|
Sole Voting Power
|
22,917
|
0.2%
|
|
Shared Voting Power
|
-0-
|
0%
|
|
Sole Dispositive Power
|
22,917
|
0.2%
|
|
Shared Dispositive Power
|
-0-
|
0%
|
|
Aggregate Voting and Dispositive Power
|
22,917
|
0.2%
|
1
This calculation is rounded to the nearest tenth and is based upon 14,896,004 Shares outstanding, as reported in the Issuer's Quarterly Report on Form 10-Q filed on May 10, 2018 (File No. 000-11412).
2
The Trust is a member of Piton, along with other "Family Clients" (as defined in Investment Advisers Act Rule 202(a)(11)(G)-1 (the "Family Office Rule")) of Kokino.
3
M3C is a member of Piton, along with other Family Clients of Kokino.
4
Mr. Averick's principal occupation is acting as a Portfolio Manager at Kokino, which is a single-family office that provides investment management services only to its Family Clients, including the Trust, M3C and Piton. Mr. Averick is also currently a director of the Issuer. As a Portfolio Manager at Kokino, Mr. Averick shares the power to vote and dispose (or direct the disposition of) 2,418,000 Shares, which is the sum of the Shares beneficially owned by the following Reporting Persons: (i) 1,386,312 Shares beneficially owned by the Trust; (ii) 263,688 Shares beneficially owned by M3C; (iii) 600,000 Shares beneficially owned by Piton; (iv) 150,000 Shares beneficially owned by Mr. Averick jointly with his wife; and (v) 18,000 aggregate Shares under (A) a director stock option granted on May 11, 2018 which becomes exercisable on November 12, 2018 and will thereafter allow Mr. Averick to purchase 6,000 Shares; (B) a director stock option granted on March 17, 2017 which is immediately exercisable and allows Mr. Averick to purchase 6,000 Shares; and (C) a director stock option granted on January 15, 2016 which is immediately exercisable and allows Mr. Averick to purchase 6,000 Shares (collectively, the "Option Shares"). With respect to the 150,000 Shares beneficially owned jointly by Mr. Averick with his wife, Mr. and Mrs. Averick are deemed to share the power to vote and dispose or direct the disposition of such Shares. Mr. Averick holds an economic interest in Piton (which interest may be held directly and, from time to time, indirectly through PCM). Also, Mr. Averick's incentive compensation as an employee of Kokino, which is calculated in Kokino's discretion, may be based, among other things, on the performance of Shares held by the Trust, M3C and Piton. Such compensation may be paid in cash and/or by way of increasing Mr. Averick's minority interest in Piton (either directly or indirectly through PCM). The Shares and percent of class beneficially owned by Mr. Averick include the Option Shares.
5
Piton is a pooled investment vehicle formed for the benefit of a single family and certain "key employees" (as defined in the Family Office Rule) of Kokino. The Trust, M3C and Mr. Averick are members of Piton, along with other Family Clients of Kokino. Piton is managed by its managing member, PCM. PCM is in turn managed by its managing member, Kokino. Additionally, Kokino is the trading manager of Piton and provides investment management services to the Trust and M3C, and in those capacities Kokino acts on behalf of such Reporting Persons as an agent. Robert Averick, in his capacity as an employee of Kokino, manages the Trust's, M3C's and Piton's respective investments in Shares. PCM and Kokino are each a "family office" (as defined in the Family Office Rule) of the same family, and any voting power or investment power PCM or Kokino may hold over the Shares is ultimately attributed to the Reporting Persons reporting on this Schedule 13D.
6
OIH is a Connecticut limited liability company and investment entity controlled by Brian T. Olson. Brian T. Olson is the President and Chief Investment Officer of Kokino and a U.S. citizen. As a key employee of Kokino and manager of OIH, Mr. Olson shares the power to vote and dispose (or direct the disposition of) 2,272,917 Shares, which is the sum of the Shares beneficially owned by the following Reporting Persons: (i) 1,386,312 Shares beneficially owned by the Trust; (ii) 263,688 Shares beneficially owned by M3C; (iii) 600,000 Shares beneficially owned by Piton; and (iv) 22,917 Shares beneficially owned by OIH.