Statement of Ownership (sc 13g)
June 03 2015 - 6:07AM
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(b)
Vishay
Precision Group, Inc.
(Name of Issuer)
Common Stock, $0.10 par value
(Title of Class of Securities)
92835K103
(CUSIP Number)
May 31, 2015
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
13G
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1 |
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NAME OF
REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Nokomis Capital, L.L.C. |
2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a) ¨ (b) ¨ |
3 |
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SEC USE ONLY
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4 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION Texas |
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
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5 |
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SOLE VOTING POWER
0 |
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6 |
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SHARED VOTING POWER
1,272,103 |
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7 |
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SOLE DISPOSITIVE POWER
0 |
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8 |
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SHARED DISPOSITIVE POWER
1,272,103 |
9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,272,103 |
10 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES*
¨ |
11 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9 10.1% ** |
12 |
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TYPE OF REPORTING PERSON*
IA, OO |
* |
SEE INSTRUCTIONS BEFORE FILLING OUT |
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13G
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1 |
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NAME OF
REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Brett Hendrickson |
2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a) ¨ (b) ¨ |
3 |
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SEC USE ONLY
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4 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION U.S. Citizen |
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
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5 |
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SOLE VOTING POWER
0 |
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6 |
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SHARED VOTING POWER
1,272,103 |
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7 |
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SOLE DISPOSITIVE POWER
0 |
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8 |
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SHARED DISPOSITIVE POWER
1,272,103 |
9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,272,103 |
10 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES*
¨ |
11 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9 10.1% ** |
12 |
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TYPE OF REPORTING PERSON*
HC, IN |
* |
SEE INSTRUCTIONS BEFORE FILLING OUT |
3
SCHEDULE 13G
This Schedule 13G (this Schedule 13G) is being filed on behalf of Nokomis Capital, L.L.C., a Texas limited liability company
(Nokomis Capital), and Mr. Brett Hendrickson, the principal of Nokomis Capital, relating to Common Stock, $0.10 par value (the Common Stock), of Vishay Precision Group, Inc., a Delaware corporation (the
Issuer).
This Schedule 13G relates to Common Stock of the Issuer purchased by Nokomis Capital through the accounts of certain
private funds and managed accounts (collectively, the Nokomis Accounts). Nokomis Capital serves as the investment adviser to the Nokomis Accounts and may direct the vote and dispose of the 1,272,103 shares of Common Stock held by the
Nokomis Accounts. As the principal of Nokomis Capital, Mr. Hendrickson may direct the vote and disposition of the 1,272,103 shares of Common Stock held by the Nokomis Accounts.
Item 1(a) |
Name of Issuer. |
Vishay Precision Group, Inc.
Item 1(b) |
Address of Issuers Principal Executive Offices. |
3 Great Valley Parkway
Suite 150
Malvern,
Pennsylvania 19355
Item 2(a) |
Name of Person Filing. |
Nokomis Capital, L.L.C. (Nokomis Capital) and
Mr. Brett Hendrickson.
Item 2(b) |
Address of Principal Business Office, or, if none, Residence. |
2305 Cedar Springs Rd.,
Suite 420
Dallas, TX 75201
Item 2(c) |
Citizenship or Place of Organization. |
Nokomis Capital is a limited liability company
organized under the laws of the State of Texas. Mr. Hendrickson is the principal of Nokomis Capital and is a United States citizen.
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Item 2(d) |
Title of Class of Securities. |
Common Stock, $0.10 par value (the Common
Stock).
92835K103
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether
the person filing is a:
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(a) |
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
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(b) |
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
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(c) |
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
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(d) |
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
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(e) |
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An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E). |
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(f) |
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F). |
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(g) |
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G). |
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(h) |
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). |
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(i) |
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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) |
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Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
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(a) |
Nokomis Capital and Mr. Hendrickson are the beneficial owners of 1,272,103 shares of Common Stock. |
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(b) |
Nokomis Capital and Mr. Hendrickson are the beneficial owners of 10.1% of the outstanding Common Shares. This percentage is determined by dividing 1,272,103 by 12,596,340, the number of shares of Common Stock
issued and outstanding as of May 6, 2015, as reported in the Issuers Form 10-Q filed on May 6, 2015. |
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(c) |
Nokomis Capital, as the investment adviser to the Nokomis Accounts, may direct the vote and dispose of the 1,272,103 shares of Common Stock held by the Nokomis Accounts. As the principal of Nokomis Capital,
Mr. Hendrickson may direct the vote and disposition of the 1,272,103 shares of Common Stock held by the Nokomis Accounts. |
Item 5 |
Ownership of Five Percent or Less of a Class. |
Inapplicable.
Item 6 |
Ownership of More Than Five Percent on Behalf of Another Person. |
Inapplicable.
Item 7 |
Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company. |
Inapplicable.
Item 8 |
Identification and Classification of Members of the Group. |
Inapplicable.
Item 9 |
Notice of Dissolution of Group. |
Inapplicable.
By signing below each of the Reporting Persons certifies that, to the
best of such persons knowledge and belief, the securities referred to above were acquired and held in the ordinary course of business and were not acquired and were 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.
Joint Filing Agreement dated June 3, 2015, by and among
Nokomis Capital and Mr. Hendrickson.
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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: June 3, 2015
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NOKOMIS CAPITAL, L.L.C. |
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By: |
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/s/ Brett Hendrickson |
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Brett Hendrickson |
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Manager |
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/s/ Brett Hendrickson |
Brett Hendrickson |
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EXHIBIT 99.1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of
each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, $0.10 par value, of Vishay Precision Group, Inc., a Delaware corporation, and further agree that this Joint Filing Agreement
shall be included as an Exhibit to such joint filings.
The undersigned further agree that each party hereto is responsible for the timely
filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness
of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.
This
Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of June 3, 2015.
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NOKOMIS CAPITAL, L.L.C. |
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By: |
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/s/ Brett Hendrickson |
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Brett Hendrickson |
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Manager |
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/s/ Brett Hendrickson |
Brett Hendrickson |
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