Amended Statement of Ownership (sc 13g/a)
February 12 2021 - 4:38PM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
(Rule 13d-102)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE
13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT
TO RULE 13d-2(b)
(AMENDMENT
NO. 2)*
GULF
ISLAND FABRICATION, INC
(Name
of Issuer)
Common
Stock, No Par Value
(Title
of Class of Securities)
402307102
(CUSIP
Number)
December
31, 2020
(Date
of Event Which Requires Filing of This Statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
|
[X]
|
Rule
13d-1(b)
|
|
[ ]
|
Rule
13d-1(c)
|
|
[ ]
|
Rule
13d-1(d)
|
*
|
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 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. 402307102
|
13G
|
Page
2 of 5 Pages
|
1
|
NAMES
OF REPORTING PERSONS S.S. OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Wax Asset Management,
LLC
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
[ ]
(b) [ ]
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE
VOTING POWER
1,397,582
|
6
|
SHARED
VOTING POWER
|
7
|
SOLE
DISPOSITIVE POWER
1,397,582
|
8
|
SHARED
DISPOSITIVE POWER
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,397,582
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
|
[
]
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.1%
|
12
|
TYPE
OF REPORTING PERSON
IA
|
|
|
|
|
|
CUSIP
NO. 402307102
|
13G
|
Page
3 of 5 Pages
|
|
Item 1.
|
(a)
|
Name of Issuer:
|
GULF ISLAND FABRICATION
INC
|
(b)
|
Address of Issuer’s
Principal Executive Offices:
|
16225 PARK TEN PLACE,
SUITE 280
HOUSTON TX 77084
|
Item 2.
|
(a)
|
Name of Person Filing:
|
Wax Asset Management,
LLC
|
(b)
|
Address
of Principal Business Office or, if None, Residence:
|
44 Cherry Lane
Madison, CT 06443
United States
|
(d)
|
Title
of Class of Securities:
|
Common Stock, par value
$.01 per share
402307102
Item 3.
|
If
This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether
the Person Filing is a:
|
|
(a)
|
[ ]
|
Broker or dealer registered
under Section 15 of the Exchange Act.
|
|
(b)
|
[ ]
|
Bank as defined in
Section 3(a)(6) of the Exchange Act.
|
|
(c)
|
[ ]
|
Insurance company as
defined in Section 3(a)(19) of the Exchange Act.
|
|
(d)
|
[ ]
|
Investment company
registered under Section 8 of the Investment Company Act.
|
|
(e)
|
[X]
|
An investment adviser
in accordance with Rule 13d-1(b)(1)(ii)(E);
|
|
(f)
|
[ ]
|
An employee benefit
plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
|
|
(g)
|
[ ]
|
A parent holding company
or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
|
|
(h)
|
[ ]
|
A savings association
as defined in Section 3(b) of the Federal Deposit Insurance Act;
|
|
(i)
|
[ ]
|
A church plan that
is excluded from the definition of an investment company under Section 3(c)(14) of the
Investment Company Act;
|
|
(j)
|
[ ]
|
Group, in accordance
with Rule 13d-1(b)(1)(ii)(J).
|
CUSIP
NO. 402307102
|
13G
|
Page
4 of 5 Pages
|
|
|
12/31/20
|
(a)
|
Amount beneficially owned:
|
1,397,582
|
(b)
|
Percent of class:
|
9.1%
|
(c)
|
Number of shares as to which the person has:
|
|
|
(i)
|
Sole power to vote or to direct the vote:
|
1,397,582
|
|
(ii)
|
Shared power to vote or to direct the vote:
|
|
|
(iii)
|
Sole power to dispose or to direct the disposition of:
|
1,397,582
|
|
(iv)
|
Shared power to dispose or to direct the disposition of:
|
|
|
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.
|
All
of the shares of Common Stock set forth in Item 4 are owned by investment advisory clients of Wax Asset Management, LLC, which
is deemed to be a beneficial owner of those shares pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, due to it
discretionary power to make investment decisions over such shares for its clients. In all cases, persons other than Wax Asset
Management, LLC has the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale
of the shares. No individual client holds more than five percent of the class.
|
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.
|
Not applicable
|
Item 9.
|
Notice
of Dissolution of Group.
|
Not applicable
CUSIP
NO. 402307102
|
13G
|
Page
5 of 5 Pages
|
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.
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.
|
Wax Asset Management, LLC
|
|
|
|
|
|
|
By:
|
Evan Wax
|
|
|
Name:
|
Evan Wax
|
|
|
Title:
|
President
|
|
|
|
|
|
|
Date:
|
2/12/21
|
|
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