Statement of Ownership (sc 13g)
February 16 2021 - 11:00AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
|
NOCOPI TECHNOLOGIES,
INC. |
| (Name of Issuer) |
| |
|
Common Stock, $.01 par value per
share |
| (Title of Class of Securities) |
| |
655212207 |
|
| |
(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) |
| |
|
|
| |
o |
Rule 13d-1(c) |
| |
|
|
| |
o |
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. 655212207 |
|
1 |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Smoak Capital Management, LLC
|
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see
instructions)
|
(a)o
(b)o
|
|
3 |
SEC USE ONLY
|
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
South Carolina
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH:
|
5 |
SOLE VOTING POWER
0
|
|
6 |
SHARED VOTING POWER
2,089,343
|
|
7 |
SOLE DISPOSITIVE POWER
0
|
|
8 |
SHARED DISPOSITIVE POWER
2,089,343
|
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,089,343
|
|
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (see instructions)
o
|
|
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.1%
|
|
12 |
TYPE OF REPORTING PERSON (see instructions)
IA
|
Smoak Capital Management, LLC (SCM) is an investment adviser
registered with the State of South Carolina. The securities
reported in this Schedule 13G are held by separately managed
accounts (Accounts) to which SCM serves as the discretionary
investment manager. SCM has entered into an advisory agreement with
each owner of the Accounts whereby SCM may possess investment power
and voting power over the securities that are owned by the Accounts
and may be deemed to be the beneficial owner of the shares of the
Issuer held by the Accounts. However, the securities reported in
this schedule are owned by the Accounts owners. SCM disclaims
beneficial ownership of such securities. In addition, the filing of
this Schedule 13G shall not be construed as an admission that the
reporting person or any of its affiliates is the beneficial owner
of any securities covered by this Schedule 13G for any other
purposes than Section 13(d) of the Securities Exchange Act of
1934.
|
CUSIP
No. 655212207 |
|
1 |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Daniel B. Smoak
|
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see
instructions)
|
(a)o
(b)o
|
|
3 |
SEC USE ONLY
|
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
US
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH:
|
5 |
SOLE VOTING POWER
2,540,820
|
|
6 |
SHARED VOTING POWER
2,089,343
|
|
7 |
SOLE DISPOSITIVE POWER
2,540,820
|
|
8 |
SHARED DISPOSITIVE POWER
2,089,343
|
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,630,163
|
|
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (see instructions)
o
|
|
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.87%
|
|
12 |
TYPE OF REPORTING PERSON (see instructions)
HC
|
| Item 1(a). |
Name of Issuer: |
| |
|
| |
NOCOPI
TECHNOLOGIES, INC. |
| |
|
| Item
1(b). |
Address
of Issuer’s Principal Executive Offices: |
| |
|
| |
480
Shoemaker Road, Suite 104, King of Prussia, PA 19406 |
| |
|
| Item
2(a). |
Name of
Person Filing: |
| |
|
| |
Smoak
Capital Management, LLC and joint filer (see Item 7) |
| |
|
| Item
2(b). |
Address
of Principal Business Office or, if none, Residence: |
| |
|
| |
14 Lynn
St, Greenville, SC 29605 |
| |
|
| Item
2(c). |
Citizenship: |
| |
|
| |
South
Carolina, US |
| |
|
| Item
2(d). |
Title of
Class of Securities: |
| |
|
| |
Common
Stock, $.01 par value per share |
| |
|
| Item
2(e). |
CUSIP
Number: 655212207 |
| 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: |
| |
(a) |
o |
Broker or
dealer registered under Section 15 of the Act; |
| |
(b) |
o |
Bank as defined in Section
3(a)(6) of the Act; |
| |
(c) |
o |
Insurance company as defined in
Section 3(a)(19) of the Act; |
| |
(d) |
o |
Investment company registered
under Section 8 of the Investment Company Act of 1940; |
| |
(e) |
x |
An investment adviser in
accordance with Rule 13d-1(b)(1)(ii)(E); |
| |
(f) |
o |
An employee benefit plan or
endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F); |
| |
(g) |
x |
A parent holding company or
control person in accordance with Rule
13d-1(b)(1)(ii)(G); |
| |
(h) |
o |
A savings association as defined
in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); |
| |
(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; |
| |
(j) |
o |
A non-U.S. institution in
accordance with Rule 240.13d-1(b)(1)(ii)(J); |
| |
(k) |
o |
Group, in accordance with Rule
240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in
accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the
type of institution: |
| Item 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: |
4,630,163 |
| |
(b) |
Percent of
Class: |
6.87% |
| |
(c) |
Number of shares as
to which such person has: |
| |
|
(i) |
sole power to
vote or to direct the vote: |
2,540,820 |
| |
|
(ii) |
shared power to vote or to direct
the vote: |
2,089,343 |
| |
|
(iii) |
sole power to dispose or to
direct the disposition of: |
2,540,820 |
| |
|
(iv) |
shared power to dispose or to
direct the disposition of: |
2,089,343 |
| 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 beneficial owner of more than five percent of
the class of securities, check the following o. |
| |
|
| 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. |
| |
|
| |
See Item 7 Exhibit
attached. |
| |
|
| Item 8. |
Identification and
Classification of Members of the Group. |
| |
|
| |
Not applicable. |
| |
|
| Item 9. |
Notice of Dissolution of
Group. |
| |
|
| |
Not applicable. |
| |
|
| Item 10. |
Certification. |
| |
|
| |
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 and do
not have the effect of changing 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 such purpose or
effect for the time being. |
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.
| |
02/12/2021 |
|
| |
Date |
|
| |
|
|
| |
/s/ Daniel B. Smoak |
|
| |
Signature |
|
| |
|
|
| |
Managing Member |
|
| |
Name/Title |
|
ITEM 7 EXHIBIT
Pursuant to the instructions in Item 7 of Schedule 13G, the
following table lists the identity and Item 3 classification of
each relevant entity/individual that beneficially owns shares of
the security class being reported on this Schedule 13G.
|
Entity/Individual |
|
Item 3 Classification |
| Smoak
Capital Management, LLC |
|
IA |
| Daniel B. Smoak |
|
HC |
The relationship of the joint filers are as follows:
Mr. Daniel B. Smoak is the principal owner of Smoak Capital
Management, LLC (SCM). SCM is an investment adviser registered with
the State of South Carolina. Except for 2,540,820 shares owned
individually by Mr. Smoak, the shares of Nocopi Technologies, Inc.
covered by this report are held for the benefit of discretionary
client accounts managed by SCM.
The ownership breakdown of the common stock of Nocopi Technologies,
Inc. is as follows:
Mr. Smoak is a control person of SCM and therefore has indirect
shared investment power and indirect shared voting power of
2,089,343 shares.
Mr. Smoak also has direct investment power and sole voting power of
2,540,820 shares, which he owns personally. SCM does not have any
investment power or voting power over these shares.
No one SCM client account owns 5% or more of the shares.
