Statement of Ownership (sc 13g)
February 13 2023 - 4:16PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
SCHEDULE
13G
Under the Securities Exchange
Act of 1934
(Amendment No. ___)*
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NV5 Global, Inc. |
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(Name of Issuer) |
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Common Stock, par value
$0.01 |
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(Title of Class of Securities) |
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62945V109 |
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(CUSIP Number) |
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December 31, 2022 |
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(Date of Event Which Requires Filing of this Statement) |
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Check the
appropriate box to designate the rule pursuant to which this Schedule is filed:
*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, as amended ("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).
CUSIP No.
62945V109 |
Page 2 of
8 |
1. |
Name of
Reporting Person
Cercano
Management LLC |
2. |
Check
the Appropriate Box if a Member of a Group (see instructions)
(a)
¨
(b)
¨ |
3. |
SEC
USE ONLY
|
4. |
Citizenship
or Place of Organization
Delaware |
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With: |
5. |
Sole
Voting Power
0 |
6. |
Shared
Voting Power
1,239,832 |
7. |
Sole
Dispositive Power
0 |
8. |
Shared
Dispositive Power
1,239,832 |
9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
1,239,832 |
10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ¨
|
11. |
Percent
of Class Represented by Amount in Row 9
8.0%
(1) |
12. |
Type
of Reporting Person (see instructions)
IA |
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|
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| (1) | Calculated in accordance with Rule 13(d)-3(d)(1)(i),
promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and based on an aggregate total of 15,559,982 shares of the Issuer’s
Common Stock outstanding as of October 28, 2022, as reported by the Issuer in its Quarterly
Report for the period ended October 1, 2022, filed on Form 10-Q with the Securities and Exchange
Commission (the “SEC”) on November 4, 2022. |
CUSIP No.
62945V109 |
Page 3 of 8 |
1. |
Name of
Reporting Person
Christopher
N. Orndorff |
2. |
Check
the Appropriate Box if a Member of a Group (see instructions)
(a)
¨
(b)
¨ |
3. |
SEC
USE ONLY
|
4. |
Citizenship
or Place of Organization
United
States of America |
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With: |
5. |
Sole
Voting Power
0 |
6. |
Shared
Voting Power
1,239,832 |
7. |
Sole
Dispositive Power
0 |
8. |
Shared
Dispositive Power
1,239,832 |
9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
1,239,832 |
10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ¨
|
11. |
Percent
of Class Represented by Amount in Row 9
8.0%
(1) |
12. |
Type
of Reporting Person (see instructions)
IN |
|
|
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| (1) | Calculated in accordance with Rule 13(d)-3(d)(1)(i),
promulgated under the Exchange Act, and based on an aggregate total of 15,559,982 shares
of the Issuer’s Common Stock outstanding as of October 28, 2022, as reported by the
Issuer in its Quarterly Report for the period ended October 1, 2022, filed on Form 10-Q with
the SEC on November 4, 2022. |
CUSIP No.
62945V109 |
Page 4
of 8 |
Item 1(a) |
Name of Issuer. |
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NV5 Global,
Inc. (the “Issuer”) |
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Item 1(b) |
Address of Issuer’s Principal
Executive Offices. |
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200
South Park Road |
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Suite
350 |
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Hollywood,
FL 33021 |
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Item 2(a) |
Name of Person Filing. |
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Cercano Management
LLC (“Manager”) |
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Christopher
N. Orndorff (“Mr. Orndorff” and, together with Manager,
the “Reporting Persons”) |
Item 2(b) |
Address of Principal Business Office or, if none, Residence. |
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The address of the principal business office of the Reporting Person is: |
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1110 112th Avenue NE |
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Suite 202 |
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Bellevue, WA 98004 |
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Manager: |
Delaware |
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Mr. Orndorff: |
United States of America |
Item 2(d) |
Title of Class of Securities. |
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Common Stock, $0.01 par value |
Item 3 |
If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a: |
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(a) |
o |
Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o); |
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(b) |
o |
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
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(c) |
o |
Insurance company as defined in section 3(a)19) of the Act (15 U.S.C. 78c); |
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(d) |
o |
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C.
80a-8); |
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(e) |
x |
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
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(f) |
o |
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
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(g) |
x |
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
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(h) |
o |
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); |
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(i) |
o |
A church plan that is excluded from the definition of an investment company
under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
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(j) |
o |
A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J); |
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(k) |
o |
Group, in accordance with §240.13d–1(b)(1)(ii)(K). |
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If filing as a non-U.S. institution in
accordance with §240.13d–1(b)(1)(ii)(J), please specify the type of institution:_________________________. |
CUSIP No.
62945V109 |
Page 5 of
8 |
Provide the following information regarding the aggregate
number and percentage of the class of securities of the Issuer identified in Item 1.
| a. | Amount
Beneficially Owned: |
|
Manager: |
1,239,832 |
|
Mr. Orndorff: |
1,239,832 |
|
Manager: |
8.0% |
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Mr. Orndorff: |
8.0% |
The aforementioned percentage was calculated
in accordance with Rule 13(d)-3(d)(1)(i), promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and based on an aggregate total of 15,559,982 shares of the Issuer’s Common Stock outstanding as of October 28,
2022, as reported by the Issuer in its Quarterly Report for the period ended October 1, 2022, filed on Form 10-Q with the Securities
and Exchange Commission on November 4, 2022.
| c. | Number
of shares as to which the person has: |
| i. | Sole
power to vote or to direct the vote: |
| ii. | Shared
power to vote or to direct the vote: |
Manager | |
| 1,239,832 | |
Mr. Orndorff | |
| 1,239,832 | |
CUSIP No.
62945V109 |
Page 6 of
8 |
| iii. | Sole
power to dispose or to direct the disposition of: |
| iv. | Shared
power to dispose or to direct the disposition of: |
Manager | |
| 1,239,832 | |
Mr. Orndorff | |
| 1,239,832 | |
The Manager may be deemed to be the beneficial
owner of the Issuer’s shares of Common Stock (the “Securities”) reported herein. The Manager acts as
an investment adviser to certain clients holding managed accounts with the Manager pursuant to investment management agreements whereby
all voting and investment discretion has been contractually allocated to the Manager, and such discretion may not be revoked with less
than 61 days’ notice.
Mr. Orndorff may also be deemed to be the beneficial owner
of the Securities because he controls the Manager in his position as managing member of the Manager.
The filing of this Statement shall not
be construed as an admission that the Reporting Persons or any of their affiliates are the beneficial owner of any Securities reported
herein for any purposes other than Section 13(d) of the Exchange Act.
Item 5. | Ownership of 5 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 5 percent of the class of securities, check the following o.
Item 6. | Ownership of More than 5 Percent on Behalf of Another Person. |
All of the Securities
reported in this Statement are beneficially owned on behalf of Fifth Street Station LLC, a Delaware limited liability company, which
is an investment advisory client of the Reporting Persons. The aforementioned client has the right to receive or the power to direct
the receipt of dividends from, or the proceeds from a sale of, such Securities.
Item 7. | Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding Company or Control Person. |
Item 7 is not applicable.
Item 8. | Identification and Classification of Members of the Group. |
Item 8 is not applicable.
Item 9. | Notice of Dissolution of a Group. |
Item 9 is not applicable.
CUSIP No.
62945V109 |
Page 7 of
8 |
By signing below I certify
that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business
and 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, other than activities solely in connection with a nomination under § 240.141-11.
CUSIP No.
62945V109 |
Page 8 of
8 |
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.
Date:
February 13, 2023 |
CERCANO MANAGEMENT LLC |
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By: |
/s/
Christopher N. Orndorff |
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Christopher N. Orndorff, President |
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Date: February 13, 2023 |
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By: |
/s/ Christopher
N. Orndorff |
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Christopher N. Orndorff |
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