0001140361-15-036573.txt : 20151002 0001140361-15-036573.hdr.sgml : 20151002 20151002095737 ACCESSION NUMBER: 0001140361-15-036573 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20151002 DATE AS OF CHANGE: 20151002 GROUP MEMBERS: BRIAN PESSIN GROUP MEMBERS: SANDRA F. PESSIN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LIQTECH INTERNATIONAL INC CENTRAL INDEX KEY: 0001307579 STANDARD INDUSTRIAL CLASSIFICATION: MISC INDUSTRIAL & COMMERCIAL MACHINERY & EQUIPMENT [3590] IRS NUMBER: 201431677 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-84968 FILM NUMBER: 151138665 BUSINESS ADDRESS: STREET 1: INDUSTRIPARKEN 22C CITY: BALLERUP STATE: G7 ZIP: DK-2750 BUSINESS PHONE: 01145 2390 4545 MAIL ADDRESS: STREET 1: INDUSTRIPARKEN 22C CITY: BALLERUP STATE: G7 ZIP: DK-2750 FORMER COMPANY: FORMER CONFORMED NAME: Blue Moose Media Inc DATE OF NAME CHANGE: 20041101 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PESSIN NORMAN H CENTRAL INDEX KEY: 0000923666 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: C/O LEVY, HARKINS & CO., INC. STREET 2: 366 MADISON AVENUE, 14TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SC 13D 1 formsc13d.htm NORMAN PESSIN SC 13D 9-30-2015 (LIQTECH INTERNATIONAL, INC)
 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No__)*

Liqtech International, Inc.
(Name of Issuer)

Common Stock, $0.001 par value
(Title of Class of Securities)

53632A 10 2
Cusip Number

Norman H. Pessin
Brian Pessin
366 Madison Avenue, 14th Floor
New York, NY  10017
212-661-2670
 
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 30, 2015
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement of Schedule 13G to report the acquisition which is the subject of the Schedule 13D, and is filing this schedule because of ss. 240.13d-1(e), ss. 240.13d-1(f) or ss. 240.13d-1(g), check the following box ☐.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss.240.13d-7(b) for other parties to whom copies are to be sent.

*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 on 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).
 
PAGE 2
CUSIP No. 53632A 10 2
Schedule 13D
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
Norman H. Pessin
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☑
 
(b)
☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
PF
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
United States
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
924,052
 
 
 
 
8
SHARED VOTING POWER
 
 
 
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
924,052
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
 
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
924,052
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
1) 2.3%
 
 
 
 
14
TYPE OF REPORTING PERSON
 
 
IN
 
 
 
 
 
PAGE 3
CUSIP No. 53632A 10 2
Schedule 13D
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
Sandra F. Pessin
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☑
 
(b)
☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
PF
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
United States
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
1,094,624
 
 
 
 
8
SHARED VOTING POWER
 
 
 
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
1,094,624
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
 
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
1,094,624
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
2.7%
 
 
 
 
14
TYPE OF REPORTING PERSON
 
 
IN
 
 
 
 
 
PAGE 4
CUSIP No. 53632A 10 2
Schedule 13D
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
Brian Pessin
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☑
 
(b)
☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
PF
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
United States
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
684,157
 
 
 
 
8
SHARED VOTING POWER
 
 
 
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
684,157
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
 
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
684,157
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
1.7%
 
 
 
 
14
TYPE OF REPORTING PERSON
 
 
IN
 
 
 
 
 
PAGE 5
CUSIP No.  53632A 10 2
Schedule 13D

Item 1. Security and Issuer

This Schedule 13D relates to the common stock, $0.001 par value (the "Common Stock" or the “Shares”),of Liqtech International,Inc. (the "Issuer"),whose principal executive offices are located at Industriparken 22C, Ballerup, 2750 Denmark.

Item 2. Identity and Background

This Schedule 13D is being filed by and for Norman H. Pessin, Sandra F. Pessin, and Brian Pessin (each a “Reporting Person”).  Certain information with respect to each Reporting Person is set forth below:
 
Name and Address:
1)
Norman H. Pessin
   
366 Madison Avenue, 14th Floor
   
New York, NY  10017
 
2)
Sandra F. Pessin
   
366 Madison Avenue, 14th Floor
   
New York, NY  10017
 
3)
Brian Pessin
   
310 East 75th Street, Apt. 2A
   
New York, NY  10021
     
Principal Occupation:
1)
Investor
 
2)
Housewife
 
3)
Investor
     
Criminal Convictions:
1)
None
 
2)
None
 
3)
None
     
Civil Proceedings:
1)
None
 
2)
None
 
3)
None
     
Citizenship:
1)
United States
 
2)
United States
 
3)
United States
 
Item 3. Source and Amount of Funds or Other Consideration

The aggregate purchase price of the 924,052 shares of Common Stock owned by Norman H. Pessin is approximately $892,099, including brokerage commissions.  The shares of Common Stock owned by Norman H. Pessin were acquired with personal funds.  The aggregate purchase price of the 1,094,624 shares of Common Stock owned by Sandra F. Pessin is approximately $899,347, including brokerage commissions.  The shares of Common Stock owned by Sandra F. Pessin were acquired with personal funds. The aggregate purchase price of the 684,157 shares of Common Stock owned by Brian Pessin is approximately $895,091, including brokerage commissions.  The shares of Common Stock owned by Brian Pessin were acquired with personal funds.
 
PAGE 6
CUSIP No. 53632A 10 2
Schedule 13D

Item 4. Purpose of Transaction

The Reporting Persons originally purchased the Shares based on the belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity.  Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.

The Reporting Persons intend to review their investment in the Issuer on a continuing basis.  Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, communications with management and the Board of Directors of the Issuer, engaging in discussions with third parties about the Issuer, making proposals to the Issuer concerning changes to the capitalization or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or changing their intention with respect to any and all matters referred to in Item 4.

Item 5. Interest in Securities of the Issuer

Norman H. Pessin owns 924,052 shares of Common Stock of the Issuer, constituting 2.3% of the outstanding shares thereof.  Sandra F. Pessin owns 1,094,624 shares of Common Stock of the Issuer, constituting 2.7% of the outstanding shares thereof. Brian Pessin owns 684,157 shares of Common Stock of the Issuer, constituting 1.7% of the outstanding shares thereof.

Norman Pessin has sole voting and dispositive power with respect to the shares of Common Stock he owns directly.  Mrs. Pessin has sole voting and dispositive power with respect to the shares of Common Stock she owns directly. Brian Pessin has sole voting and dispositive power with respect to the shares of Common Stock she owns directly.

Schedule A attached hereto lists all transactions in securities of the Issuer during the past sixty days by the Reporting Persons.  All of such transactions were effected in the open market.

No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock.
 
PAGE 7
CUSIP No. 53632A 10 2
Schedule 13D
 
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

None.

Item 7. Material to Be Filed as Exhibits

None.

Signatures

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.

  /s/ Norman H. Pessin  
 
Norman H. Pessin
  
     
  /s/ Sandra F. Pessin  
 
Sandra F. Pessin
  
     
  /s/ Brian Pessin  
 
Brian Pessin
  

September 30, 2015