Amended Statement of Ownership (sc 13g/a)
December 13 2022 - 6:02AM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
13G
(Rule
13d-102)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT
TO RULE 13d-2
(Amendment
No. 1)1
(Name
of Issuer)
Common
Stock, no par value
(Title
of Class of Securities)
(CUSIP
Number)
(Date
of Event Which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
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 the disclosures provided in a prior cover page. |
| The information required in 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). |
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
44,388 |
9 |
SOLE
DISPOSITIVE POWER
-
0 - |
10 |
SHARED
DISPOSITIVE POWER
44,388 |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
44,388 |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.5% |
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
371,789 |
9 |
SOLE DISPOSITIVE POWER
- 0 - |
10 |
SHARED DISPOSITIVE POWER
371,789 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
371,789 |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.2% |
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
20,418 |
8 |
SHARED VOTING POWER
371,789 |
9 |
SOLE DISPOSITIVE POWER
20,418 |
10 |
SHARED DISPOSITIVE POWER
371,789 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
392,207 |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.4% |
14 |
TYPE OF REPORTING PERSON
IN |
1 |
NAME
OF REPORTING PERSONS
PHILOTIMO
FOCUSED GROWTH AND INCOME FUND |
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
-0- |
8 |
SHARED
VOTING POWER
327,401 |
9 |
SOLE
DISPOSITIVE POWER
-0- |
10 |
SHARED
DISPOSITIVE POWER
327,401 |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
327,401 |
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,
OO |
| Item 1(a). | Name
of Issuer: |
Data
I/O Corporation
| Item 1(b). | Address
of Issuer’s Principal Executive Offices: |
6445
185th Ave NE, Ste 100, Redmond, Washington, 98052
| Item 2(a). | Name
of Person Filing: |
This
statement is filed by Philotimo Fund LP, a Delaware limited partnership (“Philotimo”), Kanen Wealth Management, LLC, a Florida
limited liability company (“KWM”), Philotimo Focused Growth and Income Fund, a series of World Funds Trust, a Delaware statutory
trust (“PHLOX”), with respect to the Shares directly and beneficially owned by it, and David L. Kanen. Each of the foregoing
is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”
KWM
is the general partner of Philotimo. KWM is also advisor to PHLOX. Mr. Kanen is the managing member of KWM. By virtue of these relationships,
KWM may be deemed to beneficially own the Shares (as defined below) owned by Philotimo and PHLOX, and Mr. Kanen may be deemed to beneficially
own the Shares (as defined below) owned by each of Philotimo, PHLOX, and KWM.
| Item 2(b). | Address
of Principal Business Office or, if none, Residence: |
The
principal business address of each of each of Philotimo, KWM, PHLOX and Mr. Kanen is 5850 Coral Ridge Drive, Suite 309, Coral Springs,
Florida 33076
Philotimo
is organized under the laws of the State of Delaware. KWM is organized under the laws of the State of Florida. Mr. Kanen is a citizen
of the United States of America.
| Item 2(d). | Title
of Class of Securities: |
Common
Stock, no par value (the “Shares”)
237690102
| Item 3. | If
this statement is filed pursuant to Section 240.13d-1(b) or 240.13d-2(b) or (c), check whether
the person filing is a: |
| (a) | ☐ |
Broker or dealer registered under Section 15 of the Act (15
U.S.C. 78o). |
| (b) | ☐ |
Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c). |
| (c) | ☐ |
Insurance
company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c). |
| (d) | ☐ |
Investment
company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
| (e) | ☒ |
Investment
adviser in accordance with Section 240.13d-1(b)(1)(ii)(E). |
| (f) | ☐ |
Employee
benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F). |
| (g) | ☐ |
Parent
holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G). |
| (h) | ☐ |
Savings
association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). |
| (i) | ☐ |
Church
plan that is excluded from the definition of an investment company under Section 3(c)(14)
of the Investment Company Act (15 U.S.C. 80a-3). |
| (j) | ☐ |
Non-U.S.
institution in accordance with Section 240.13d-1(b)(1)(ii)(J). |
| (k) | ☐ |
Group,
in accordance with Section 240.13d-1(b)(1)(ii)(J). |
All
ownership information reported in this Item 4 is as of the close of business on 12/09/2022
| (a) | Amount
beneficially owned: |
44,388
Shares
0.5%
(based upon 8,816,381 Shares outstanding as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission
on November 14th, 2022.)
| (c) | Number
of shares as to which such person has: |
| (i) | Sole
power to vote or to direct the vote |
0
Shares
| (ii) | Shared
power to vote or to direct the vote |
44,388
Shares
| (iii) | Sole
power to dispose or to direct the disposition of |
0
Shares
| (iv) | Shared
power to dispose or to direct the disposition of |
44,388
Shares
| (a) | Amount
beneficially owned: |
0
Shares
0.0%
(based upon 8,816,381 Shares outstanding as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission
on November 14th, 2022. KWM does not own any Shares. However, it may be deemed to beneficially own the Shares owned by PHLOX
and Philotimo through its relationships with them.)
| (c) | Number
of shares as to which such person has: |
| (i) | Sole
power to vote or to direct the vote |
0
Shares
| (ii) | Shared
power to vote or to direct the vote |
0
Shares
| (iii) | Sole
power to dispose or to direct the disposition of |
0
Shares
| (iv) | Shared
power to dispose or to direct the disposition of |
0
Shares
| (a) | Amount
beneficially owned: |
327,401
Shares
3.7%
(based upon 8,816,381 Shares outstanding as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission
on November 14th, 2022.)
| (c) | Number
of shares as to which such person has: |
| (i) | Sole
power to vote or to direct the vote |
0
Shares
| (ii) | Shared
power to vote or to direct the vote |
327,401
Shares
| (iii) | Sole
power to dispose or to direct the disposition of |
0
Shares
| (iv) | Shared
power to dispose or to direct the disposition of |
327,401
Shares
Mr.
Kanen
| (a) | Amount
beneficially owned: |
392,207
Shares
4.4%
(based upon 8,816,381 Shares outstanding as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission
on November 14th, 2022.)
| (c) | Number
of shares as to which such person has: |
| (i) | Sole
power to vote or to direct the vote |
20,418
Shares
| (ii) | Shared
power to vote or to direct the vote |
371,789
Shares
| (iii) | Sole
power to dispose or to direct the disposition of |
0
Shares
| (iv) | Shared
power to dispose or to direct the disposition of |
371,789
Shares
KWM
is the general partner of Philotimo. Mr. Kanen is the managing member of KWM. By virtue of these relationships, KWM may be deemed to
beneficially own the Shares owned by Philotimo and Mr. Kanen may be deemed to beneficially own the owned by each of Philotimo and KWM.
The
filing of this Schedule 13G shall not be construed as 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 of the Shares reported herein. Each of the Reporting Persons
specifically disclaims beneficial ownership of the Shares reported herein that are not directly owned by such Reporting Person.
| Item 5. | Ownership
of Five Percent or Less of a Class. |
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities, check the following ☒.
| Item 6. | Ownership
of More than Five Percent on Behalf of Another Person. |
Not
Applicable
| Item 7. | Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on by the
Parent Holding Company or Control Person. |
Not
Applicable
| Item 8. | Identification
and Classification of Members of the Group. |
See
Exhibit 99.1
| Item 9. | Notice
of Dissolution of Group. |
Not
Applicable.
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction having that purpose or effect.
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.
Date: 12/12/2022 |
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 |
|
|
|
|
|
Philotimo Focused Growth and Income Fund |
|
|
|
|
|
By: |
Kanen Wealth Management, LLC, its investment adviser |
|
|
|
|
|
By: |
/s/ David L. Kanen |
|
|
Name: |
David L. Kanen |
|
|
Title: |
Managing Member |
|
/s/ David L. Kanen |
|
DAVID L. KANEN |
Exhibit
99.1
JOINT
FILING AGREEMENT
In
accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint
filing on behalf of each of them of a Statement on Schedule 13G dated 12/12/2022 (including amendments thereto) with respect to the Common
Stock of Data I/O Corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
Date: 12/12/2022 |
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 |
|
Philotimo Focused Growth and Income Fund |
|
|
|
|
|
By: |
Kanen Wealth Management, LLC, its investment adviser |
|
|
|
|
By: |
/s/ David L. Kanen |
|
|
Name: |
David L. Kanen |
|
|
Title: |
Managing Member |
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