Statement of Beneficial Ownership (sc 13d)
December 13 2022 - 4:01PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment
No. __)
AstroNova, Inc |
(Name of Issuer) |
Common Stock, $0.05 Par Value |
(Title of Class of Securities) |
Peter H. Kamin
2720 Donald Ross Road, #311
Palm Beach Gardens, FL 33410 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
December 5, 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(b) 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).
SCHEDULE 13D
1 |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
Peter H. Kamin |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) ☐
(b) ☐ |
3 |
SEC USE ONLY |
|
4 |
SOURCE OF FUNDS (See Instructions) |
PF |
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |
☐ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
United States of America |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER |
|
433,065 (1) |
|
8 |
SHARED VOTING POWER |
|
|
|
9 |
SOLE DISPOSITIVE POWER |
|
433,065 (1) |
|
10 |
SHARED DISPOSITIVE POWER |
|
|
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
433,065 (1) |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |
☐ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
5.9% (2) |
14 |
TYPE OF REPORTING PERSON (See Instructions) |
IN |
|
|
|
|
|
(1)
Includes 143,420 shares of Common Stock held by the Peter H. Kamin Revocable
Trust dated February 2003, of which Peter H. Kamin (“Kamin”) is the sole trustee, 82,084 shares of Common Stock held by the
Peter H. Kamin Childrens Trust dated March 1997 of which Kamin is the trustee, and 58,823 shares of Common Stock held by 3K Limited Partnership,
of which Kamin is the General Partner.
(2)
Calculated based on 7,349,507 shares of Common Stock issued and outstanding as
of December 5, 2022.
| Item 1. | Security and Issuer |
This statement relates to shares of the Common Stock,
$0.05 par value (the “Shares”), of AstroNova, Inc., a Rhode Island Corporation (the “Issuer”). The
address of the principal executive offices of the Issuer is 600 East Greenwich Avenue, West Warwick, RI 02893.
| Item 2. | Identity and Background |
| (a) | The
person filing this statement is Peter H. Kamin (“Kamin”) |
| (b) | The
address of the principal place of business of the Reporting Person is 2720 Donald Ross Road,
Unit #311, Palm Beach Gardens, FL 33410. |
| (c) | The
principal occupation of the Reporting Person is investing. |
| (d) | The
Reporting Person has not, during the last five years, been convicted in a criminal proceeding. |
| (e) | The
Reporting Person described herein has not, 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, or prohibiting or mandating activities subject to, federal or state securities
laws, or finding any violations with respect to such laws. |
| (f) | The
Reporting Person is a citizen of the United States of America. |
| Item 3. | Source and Amount of Funds or Other Considerations |
All of the Shares held by the Reporting
Person to which this Statement relates were purchased using the personal funds of the Reporting Person in open market purchases. The aggregate
amount of funds used for the purchase of the securities held by the Reporting Person reported herein was approximately $5,170,000 excluding
commissions.
| Item 4. | Purpose of Transaction |
The Reporting Person purchased the
Shares based on the Reporting Person’s 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 Person, and the availability
of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Person 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 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 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 Person may in the future take such actions with respect to their investment
in the Issuer as they deem appropriate including, without limitation, engaging in 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 Person’s
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.
| Item 5. | Interest in Securities of the Issuer |
| (a) | The Reporting Person beneficially owns 433,065 shares of Common Stock, which represents approximately
5.9% of the Company’s outstanding shares of Common Stock. |
The percentage ownership of shares of Common Stock set forth in this
Schedule 13D is based on the 7,349,507 shares of Common Stock reported to be outstanding as of December 5, 2022 by the Company in its
Form 10-Q as filed with Securities and Exchange Commission.
| (b) | Peter H. Kamin has the sole voting power and sole dispositive power with respect to all of the shares
of Common Stock held by the Reporting Person. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
None
| Item 7. | Material to Be Filed as Exhibits |
Appendix 1 Reflects Transactions in the Shares of the Issuer in the last
60 days
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.
December 13, 2022 |
|
Dated |
|
/s/ Peter H. Kamin |
|
Signature |
|
Peter H. Kamin |
|
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 this 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.
Appendix 1
Date |
Type
of Activity |
Type
of Security |
Shares |
Price
of Security (1) |
12/1/22 |
Open
Market Purchase |
Common
Stock |
8,200 |
$11.64 |
12/2/22 |
Open
Market Purchase |
Common
Stock |
3,903 |
$11.70 |
12/5/22 |
Open
Market Purchase |
Common
Stock |
18,200 |
$11.70 |
12/6/22 |
Open
Market Purchase |
Common
Stock |
18,000 |
$11.75 |
12/7/22 |
Open
Market Purchase |
Common
Stock |
4,154 |
$11.70 |
12/8/22 |
Open
Market Purchase |
Common
Stock |
16,000 |
$11.75 |
12/9/22 |
Open
Market Purchase |
Common
Stock |
12,024 |
$11.74 |
12/12/22 |
Open
Market Purchase |
Common
Stock |
720 |
$11.75 |
(1) represents average purchase price
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