Statement of Ownership (sc 13g)
February 14 2023 - 4:29PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. )*
VISHAY
PRECISION GROUP, INC. |
(Name
of Issuer) |
|
COMMON
STOCK, $0.10 PAR VALUE |
(Title
of Class of Securities) |
|
92835K103 |
(CUSIP
Number) |
|
December
31, 2022 |
(Date
of Event Which Requires Filing of this Statement) |
Check
the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:
☒
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 (“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. 92835K103 |
(1)
Names of Reporting Persons |
|
Harvey
Partners, LLC |
|
(2)
Check the Appropriate Box if a Member of a Group |
(a)
☐ |
|
|
(b)
☐ |
|
|
|
|
(3)
SEC Use Only |
(4)
Citizenship or Place of Organization |
|
Delaware,
United States |
|
Number
of Shares Beneficially Owned By Each Reporting Person With: |
|
|
(5) Sole Voting Power: |
668,780* |
|
|
|
(6) Shared Voting Power: |
0* |
|
|
|
(7) Sole Dispositive Power: |
707,208* |
|
|
|
(8) Shared Dispositive Power: |
0* |
|
|
|
|
(9)
Aggregate Amount Beneficially Owned by Each Reporting Person |
|
707,208* |
|
(10)
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ |
(11)
Percent of Class Represented by Amount in Row (9)
5.6%* |
(12)
Type of Reporting Person (See Instructions)
IA |
*
See Item 4 for additional information.
Item 1(a). |
Name Of Issuer. |
Vishay Precision
Group, Inc. (the “Company”)
Item 1(b). |
Address of Issuer’s Principal Executive Offices. |
3 Great Valley Parkway
Suite 150
Malvern, Pennsylvania 19355
Item 2(a). |
Name of Person Filing. |
This report on Schedule 13G is being filed by Harvey Partners, LLC, a Delaware limited liability company (the “Reporting Person”).
Item 2(b). |
Address of Principal Business Office or, if None, Residence. |
120 White Plains Road
Suite 430
Tarrytown, NY 10591
Harvey Partners, LLC, a Delaware limited liability company.
Item 2(d). |
Title of Class of Securities. |
Common Stock, $0.10 par value (the “Common Stock”)
92835K103
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: |
Not Applicable.
|
(a)
Amount Beneficially Owned: |
707,208* |
|
|
(b)
Percent of Class: |
5.6%* |
|
|
(c)
Number of Shares as to which such person has: |
|
|
|
|
(i) sole power to vote or to direct the vote: |
668,780* |
|
|
|
(ii) shared power to vote or to direct the vote: |
0* |
|
|
|
(iii) sole power to dispose or to direct the disposition of: |
707,208* |
|
|
|
(iv) shared power to dispose or to direct the disposition of: |
0* |
|
*
Based on the information set forth in the Quarterly Report on Form 10-Q
of the Company filed with the Securities and Exchange Commission on November 8, 2022, there were 12,550,775 shares of the Company’s
Common Stock outstanding as of November 8, 2022. As of December 31, 2022, Harvey SMidCap Fund, LP, a Delaware limited partnership (“SMidCap
Fund”), held 77,661 shares of Common Stock and Harvey Master Fund, L.P., a Cayman Islands exempted limited partnership (“Master
Fund”), held 55,251 shares of Common Stock. The Reporting Person is the investment manager of SMidCap Fund and Master Fund, and
as such, possesses the sole power to vote and the sole power to direct the disposition of all securities of the Company held by SMidCap
Fund and Master Fund. As of December 31, 2022, the Reporting Person held 574,296 shares of Common Stock in managed accounts. James A.
Schwartz and Jeffrey C. Moskowitz, the Managing Members of the Reporting Person, share voting and investment power with respect to all
securities beneficially owned by the Reporting Person. As a result of the foregoing, for purposes of Reg. Section 240.13d-3, the Reporting
Person is deemed to beneficially own 707,208 shares of Common Stock, or 5.6% of the Common Stock deemed issued and outstanding as of December
31, 2022.
As of
December 31, 2022, the Reporting Person is deemed to have sole dispositive authority over 707,208 shares of Common Stock and sole voting
authority over 668,780 shares of Common Stock but does not have voting authority over 38,428 shares of Common Stock held in managed accounts.
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 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. |
Not Applicable.
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 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.
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.
|
Dated:
February 14, 2023 |
|
|
|
HARVEY
PARTNERS, LLC |
|
|
|
By: |
/s/
Jeffrey C. Moskowitz |
|
Name:
Jeffrey C. Moskowitz |
|
Title:
Managing Member |
Attention:
Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001).
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