UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE
13G
(Amendment NO. 2)
Under the
Securities Exchange Act of 1934
DEEP DOWN,
INC.
(Name of Issuer)
COMMON STOCK,
NO PAR VALUE
(Title of Class of Securities)
24372A305
(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 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. 24372A305
1. NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Aegis Financial Corporation
54-1712996
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b) X
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 813,000
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 0
REPORTING PERSON
WITH 8. SHARED DISPOSITIVE POWER 813,000
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 813,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.56%
12. TYPE OF REPORTING PERSON
IA
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Cusip No. 24372A305
1. NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SCOTT L. BARBEE
N/A
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b) X
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 813,000
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 0
REPORTING PERSON
WITH 8. SHARED DISPOSITIVE POWER 813,000
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 813,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.56%
12. TYPE OF REPORTING PERSON
IN
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Schedule 13G Additional
Information
Item #
1. (a) Name of
Issuer:
DEEP DOWN, INC.
(b) Address of Issuer's Principal Executive Offices:
8827 West Sam Houston Parkway North, Suite 100 Houston, TX
77040
2. (a) Name of Persons Filing:
(i) Aegis Financial Corporation ("AFC")
(ii) SCOTT L. BARBEE ("BARBEE")
(b) Address of Principal Business Office for Each of the
Above:
6862 Elm Street, Suite 830
McLean, VIRGINIA 22101
(c) Citizenship:
(i) AFC: Delaware
(ii) Barbee: United States
(d) Title of Class of Securities: Common Stock, no par value
(e) CUSIP Number: 24372A305
3. This statement is filed pursuant to Rule 13d-1(b), or
13d-2(b) or (c). The person filing is a:
(a) [ ] Broker or Dealer registered under Section 15 of the
Act;
(b) [ ] Bank as defined in section 3(a)(6) of the Act;
(c) [ ] Insurance Company as defined in section 3(a)(19) of the
Act;
(d) [ ] Investment Company registered under section 8 of the
Investment Company Act;
(e) [x] Investment Adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
(f) [ ] Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of 1974
or Endowment Fund;
(g) [ ] Parent Holding Company, in accordance with
240.13d-1(b)(ii)(G);
(h) [ ] Savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act;
(i) [ ] 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)
4. Ownership:
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:
(i) AFC: 813,000
(ii) Barbee: 813,000
(b) Percent of Class:
(i) AFC: 6.56%
(ii) Barbee: 6.56%
(c) Number of shares as to which such person has:
(1) Sole power to vote or to direct the vote:
(i) AFC: 0
(ii) Barbee: 0
(2) Shared power to vote or to direct the vote:
(i) AFC: 813,000
(ii) Barbee: 813,000
(3) Sole power to dispose or to direct the disposition of:
(i) AFC: 0
(ii) Barbee: 0
(4) Shared power to dispose or to direct the disposition of:
(i) AFC: 813,000
(ii) Barbee: 813,000
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 [ ].
6. Ownership of More than Five Percent on Behalf of Another
Person:
The clients of Aegis Financial Corporation, a registered
investment adviser, including one investment company registered
under the Investment Company Act of 1940 and other managed
accounts, have the right to receive or the power to direct the
receipt of dividends and proceeds from the sale of shares included
on this Schedule. The Aegis Value Fund, a registered investment
company, owns 766,584 shares or 6.19% of the class of securities
reported herein. To the best of Aegis Financial Corp's knowledge,
no other account owns more than 5% of the outstanding stock.
7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company:
Not Applicable
8. Identification and Classification of Members of the
Group:
Not Applicable
9. Notice of Dissolution of Group: Not Applicable
10. Certification:
By signing below, the undersigned certify that, to the best of
their 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.
In accordance with Rule 13d-4 of the Securities Exchange Act of
1934, each of the persons filing this statement expressly disclaim
the beneficial ownership of the securities covered by this
statement and the filing of this report shall not be construed as
an admission by such persons that they are the beneficial owners of
such securities.
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.
Aegis
Financial Corporation
Date: January 22, 2021 By: /s/ Scott L. Barbee
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SCOTT L. BARBEE
MANAGING DIRECTOR
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Scott L.
Barbee
Date: January 22, 2021 By: /s/ Scott L. Barbee
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SCOTT L. BARBEE
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EXHIBIT 1
JOINT FILING
AGREEMENT AMONG AEGIS FINANCIAL CORPORATION,
AND SCOTT L. BARBEE
WHEREAS, in accordance with Rule 13d-1(k) under the Securities
and Exchange Act of 1934 (the "Act"), only one joint statement and
any amendments thereto need to be filed whenever one or more
persons are required to to file such a statement or any amendments
thereto pursuant to Section 13(d) of the Act with respect to the
same securities, provided that said persons agree in writing that
such statement or amendments thereto is filed on behalf of each of
them;
NOW, THEREFORE, the parties hereto agree as follows:
Aegis Financial Corporation, AND
SCOTT L. BARBEE hereby agree, in accordance with Rule 13d-1(k)
under the Act, to file a statement on Schedule 13G relating to
their ownership of Common Stock of the Issuer and do hereby further
agree that said statement shall be filed on behalf of each of
them.
Aegis
Financial Corporation
Date: January 22, 2021 By: /s/ Scott L. Barbee
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SCOTT L. BARBEE
MANAGING DIRECTOR
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Scott L.
Barbee
Date: January 22, 2021 By: /s/ Scott L. Barbee
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SCOTT L. BARBEE
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