Amended Statement of Beneficial Ownership (sc 13d/a)
May 20 2020 - 12:32PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
13D
(Rule
13d-101)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE
13d-2(a)
(Amendment
No. 12)1
Aqua
Metals, Inc.
(Name
of Issuer)
Common
Stock, $0.001 par value
(Title
of Class of Securities)
03837J101
(CUSIP
Number)
Mr.
David L. Kanen
Kanen
Wealth Management, LLC
5850
Coral Ridge Drive,
Suite 309
Coral
Springs, FL 33076
(631)
863-3100
May 19th, 2020
(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 Rule 13d-1(e), 13d-1(f) or 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
Rule 13d-7 for other parties to whom copies are to be sent.
(Continued
on following pages)
1 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 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).
1
|
NAME
OF REPORTING PERSONS
PHILOTIMO
FUND, LP
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐
(b)
☐
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
WC
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE
VOTING POWER
-
0 -
|
8
|
SHARED
VOTING POWER
2,214,284
|
9
|
SOLE
DISPOSITIVE POWER
-
0 -
|
10
|
SHARED
DISPOSITIVE POWER
2,214,284
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,214,284
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.7%
|
14
|
TYPE
OF REPORTING PERSON
IA,
PN
|
1
|
NAME
OF REPORTING PERSONS
KANEN
WEALTH MANAGEMENT, LLC
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐
(b)
☐
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
OO;
AF
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
FLORIDA
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE
VOTING POWER
-
0 -
|
8
|
SHARED
VOTING POWER
4,911,917
|
9
|
SOLE
DISPOSITIVE POWER
-
0 -
|
10
|
SHARED
DISPOSITIVE POWER
4,911,917
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,911,917
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.2%
|
14
|
TYPE
OF REPORTING PERSON
IA,
OO
|
1
|
NAME
OF REPORTING PERSONS
DAVID
L. KANEN
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
☐
(b)
☐
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
PF;
OO
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE
VOTING POWER
527,855
|
8
|
SHARED
VOTING POWER
4,911,917
|
9
|
SOLE
DISPOSITIVE POWER
527,855
|
10
|
SHARED
DISPOSITIVE POWER
4,911,917
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,439,802
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.1%
|
14
|
TYPE
OF REPORTING PERSON
IN
|
The following constitutes Amendment No. 12 to the Schedule 13D
filed by the undersigned (“Amendment No. 11”). This Amendment No. 12 amends the Schedule 13D as specifically set forth
herein.
Item
3.
|
Source
and Amount of Funds or Other Consideration.
|
Item
3 is hereby amended and restated to read as follows:
The Shares purchased by Philotimo 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 open
market transactions. The Shares purchased by KWM were purchased with the funds for the accounts of its customers (which may, at
any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market transactions. The
Shares purchased by Mr. Kanen were purchased with personal funds (which may, at any given time, include margin loans made by brokerage
firms in the ordinary course of business) in open market transactions. The aggregate purchase price of the 2,697,633 Shares beneficially
owned by KWM is approximately $5,617,790.23 including brokerage commissions. The aggregate purchase price of the 2,214,284 Shares
beneficially owned by Philotimo is approximately $3,263,732.59 including brokerage commissions. The aggregate purchase price of
the 527,885 Shares beneficially owned by Mr. Kanen is approximately $628,886.75 including brokerage commissions.
Item
5.
|
Interest
in Securities of the Issuer.
|
Items
5(a)-(c) are hereby amended and restated to read as follows:
The
aggregate percentage of Shares reported owned by each person named herein is based upon 59,582,603 Shares outstanding as of April
30th, 2020, as reported in the Issuer’s Results of Operations and Financial Condition on Form 8-K filed with
the Securities and Exchange Commission on April 30th, 2020.
|
(a)
|
As
of the close of business on May 19th, 2020, Philotimo beneficially owned 2,214,284 Shares.
|
Percentage:
Approximately 3.7%
|
(b)
|
1.
Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 2,214,284
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 2,214,284
|
|
(c)
|
The transactions in the Shares by Philotimo since the filing
of Amendment No. 11 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
|
(a)
|
As of the close of business on May 19th, 2020, KWM beneficially
owned 2,697,633 Shares. KWM, as the general partner of Philotimo, may be deemed the beneficial owner of the 2,214,284 Shares owned
by Philotimo.
|
Percentage:
Approximately 8.2%
|
(b)
|
1.
Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 4,911,917
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 4,911,917
|
|
(c)
|
The transactions in the Shares by KWM since the filing of Amendment
No. 11 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
|
(a)
|
As of the close of business on May 19th, 2020, Mr. Kanen directly
beneficially owned 527,885 Shares. Mr. Kanen, as the managing member of KWM, may be deemed the beneficial owner of the (i) 2,697,633
Shares owned by KWM and (ii) 2,214,284 Shares owned by Philotimo.
|
Percentage:
Approximately 9.1%
|
(b)
|
1.
Sole power to vote or direct vote: 527,885
2. Shared power to vote or direct vote: 4,911,917
3. Sole power to dispose or direct the disposition: 527,885
4. Shared power to dispose or direct the disposition: 4,911,917
|
|
(c)
|
The transactions in the Shares by Mr. Kanen since the filing
of Amendment No. 11 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. The transactions
in the Shares on behalf of KWM since the filing of Amendment No. 11 to the Schedule 13D are set forth in Schedule A and are incorporated
herein by reference.
|
KWM,
in its role as investment manager to several customer accounts (collectively, the “Accounts”) to which it furnishes
investment advice, and Mr. Kanen, as the managing member of KWM, may each be deemed to beneficially own shares of the Issuer’s
Shares held in the Accounts.
Each
Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of
the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other
Reporting Persons. Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary
interest therein.
SIGNATURES
After
reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Dated:
May 19th, 2020
|
KANEN
WEALTH MANAGEMENT, LLC
|
|
|
|
By:
|
/s/
David L. Kanen
|
|
|
Name:
|
David
L. Kanen
|
|
|
Title:
|
Managing
Member
|
|
PHILOTIMO
FUND, LP
|
|
|
|
|
By:
|
Kanen
Wealth Management, LLC
its
general partner
|
|
|
|
|
By:
|
/s/
David L. Kanen
|
|
|
Name:
|
David
L. Kanen
|
|
|
Title:
|
Managing
Member
|
|
/s/
DAVID L. KANEN
|
|
DAVID
L. KANEN
|
SCHEDULE
A
Transactions in the Shares of the Issuer
Effected Since the Filing of Amendment No. 11 to the Schedule 13D
Nature of the Transaction
|
|
Amount of Shares
Purchased/(Sold)
|
|
|
Price ($)
|
|
|
Date of
Purchase/Sale
|
|
|
|
|
|
|
|
|
|
|
|
KANEN
WEALTH MANAGEMENT, llC
Purchase of Common Stock
|
|
|
185,045
|
|
|
|
0.6706
|
|
|
05/07/2020
|
Purchase of Common Stock
|
|
|
157,998
|
|
|
|
0.6584
|
|
|
05/08/2020
|
Purchase of Common Stock
|
|
|
6,628
|
|
|
|
0.6700
|
|
|
05/11/2020
|
Purchase of Common Stock
|
|
|
1,091
|
|
|
|
0.6619
|
|
|
05/13/2020
|
Purchase of Common Stock
|
|
|
5,300
|
|
|
|
0.6683
|
|
|
05/14/2020
|
Purchase of Common Stock
|
|
|
1,533
|
|
|
|
0.8414
|
|
|
05/19/2020
|
DAvid
L. Kanen
Purchase of Common Stock
|
|
|
14,955
|
|
|
|
0.6706
|
|
|
05/07/2020
|
Purchase of Common Stock
|
|
|
5,466
|
|
|
|
0.6584
|
|
|
05/08/2020
|
Purchase of Common Stock
|
|
|
219,467
|
|
|
|
0.8414
|
|
|
05/19/2020
|
PHILOTIMO
FUND, LP
The
Philotimo Fund, LP made no transactions in this security since the filing of the previous Amendment No. 11.
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