RBCN Rubicon Technology Inc

The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein. 

Item 3 is hereby amended and restated to read as follows:

The Shares purchased by Bandera Master Fund were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 258,256 Shares owned directly by Bandera Master Fund is approximately $1,963,900, including brokerage commissions.

The 3,194 Shares beneficially owned by Mr. Gramm represent Shares acquired upon the vesting of certain Restricted Stock Units (“RSUs”) awarded to Mr. Gramm in his capacity as a director of the Issuer. Mr. Gramm also owns 1,250 unvested RSUs.

Items 5(a) – (c) are hereby amended and restated to read as follows:

(a)       The aggregate percentage of Shares reported owned by each person named herein is based upon 2,406,225 Shares outstanding as of August 3, 2020, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 14, 2020.

As of the close of business on the date hereof, Bandera Master Fund directly held 258,256 Shares, constituting approximately 10.7% of the Shares outstanding.

As of the close of business on the date hereof, Mr. Gramm directly beneficially owned 3,194 Shares, constituting less than 1% of the Shares outstanding.

By virtue of their respective relationships with Bandera Master Fund as discussed in further detail in Item 2 of the Schedule 13D, each of Bandera Partners, Mr. Bylinsky and Mr. Gramm may be deemed to beneficially own the 258,256 Shares directly held by Bandera Master Fund, constituting approximately 10.7% of the Shares outstanding, and, together with the 3,194 Shares he directly beneficially owns, Mr. Gramm may be deemed to beneficially own an aggregate of 261,450 Shares, constituting approximately 10.9% of the Shares outstanding.

(b)       Bandera Partners may be deemed to have the sole power to vote and dispose of the Shares directly held by Bandera Master Fund. As Managing Partners, Managing Directors and Portfolio Managers of Bandera Partners, each of Messrs. Bylinsky and Gramm may be deemed to have the shared power to vote and dispose of the Shares directly owned by Bandera Master Fund.

Mr. Gramm has the sole power to vote and dispose of the Shares directly owned by him.

(c)       Except as otherwise disclosed herein, there have been no transactions in the securities of the Issuer during the past sixty days by the Reporting Persons. On July 16, 2020, Mr. Gramm was awarded 1,250 RSUs in his capacity as a director of the Issuer, which will vest on the day immediately preceding the day of the Issuer’s 2021 Annual Meeting of Stockholders.

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.