0001447387-14-000050.txt : 20140523
0001447387-14-000050.hdr.sgml : 20140523
20140523143934
ACCESSION NUMBER: 0001447387-14-000050
CONFORMED SUBMISSION TYPE: SC 13D
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20140523
DATE AS OF CHANGE: 20140523
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: PMFG, Inc.
CENTRAL INDEX KEY: 0001422862
STANDARD INDUSTRIAL CLASSIFICATION: GENERAL INDUSTRIAL MACHINERY & EQUIPMENT, NEC [3569]
IRS NUMBER: 510661574
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0630
FILING VALUES:
FORM TYPE: SC 13D
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-84268
FILM NUMBER: 14866810
BUSINESS ADDRESS:
STREET 1: 14651 NORTH DALLAS PARKWAY
STREET 2: SUITE 500
CITY: DALLAS
STATE: TX
ZIP: 75254
BUSINESS PHONE: (214) 357-6181
MAIL ADDRESS:
STREET 1: 14651 NORTH DALLAS PARKWAY
STREET 2: SUITE 500
CITY: DALLAS
STATE: TX
ZIP: 75254
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: CANNELL CAPITAL LLC
CENTRAL INDEX KEY: 0001058854
IRS NUMBER: 943366999
STATE OF INCORPORATION: WY
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D
BUSINESS ADDRESS:
STREET 1: 310 E. PEARL STREET, P.O. BOX 3459
CITY: JACKSON
STATE: WY
ZIP: 83001
BUSINESS PHONE: 4158358300
MAIL ADDRESS:
STREET 1: 310 E. PEARL STREET, P.O. BOX 3459
CITY: JACKSON
STATE: WY
ZIP: 83001
FORMER COMPANY:
FORMER CONFORMED NAME: CANNELL J CARLO DBA CANNELL CAPITAL MGMT
DATE OF NAME CHANGE: 19980330
SC 13D
1
pmfg05201413d.txt
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
PMFG, Inc.
(Name of Issuer)
Common Stock par value $0.01 per share
(Title of Class Securities)
69345P103 (CUSIP Number)
Cannell Capital LLC
P.O. Box 3459
150 East Hansen Avenue
Jackson, WY 83001-3459
(307) 733-2284
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
May 20, 2014
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 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 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
disclosure 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).
Potential persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a current
valid OMB control number.
CUSIP No. 69345P103
1. Name of Reporting Persons.
Cannell Capital LLC
I.R.S. Identification Nos. of above persons (entities only).
94-3366999
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
3. SEC Use Only
4. Source of Funds (See Instructions) WC/OO
5. Check if Disclosure of Legal Proceeding Is Required Pursuant to Items
2(d) or 2(e)
6. Citizenship or Place of Organization USA
7. Sole Voting Power 1,115,294
8. Shared Voting Power 0
9. Sole Dispositive Power 1,115,294
10. Shared Dispositive Power 0
11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,115,294
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
13. Percent of Class Represented by Amount in Row (11) 5.28%*
14. Type of Reporting Person (See Instructions)
IA
* Based on information set forth on the Form 10-Q of PMFG, Inc.,
Inc. (the "Company") as filed with the Securities and Exchange Commission on
May 9, 2014, there were 21,094,530 shares of Common Stock par value $0.01
per share (the "Shares"), of the Company issued and outstanding as of
May 1, 2014.
As of May 20, 2014 (the "Reporting Date"), the Tristan Partners, L.P.
("Tristan"), the Tristan Offshore Fund Ltd. ("Tristan Offshore"), and
sundry separately managed accounts, over which Cannell Capital LLC enjoys
investment discretion (("Cannell SMAs") and collectively with Tristan and
Tristan Offshore, the "Investment Vehicles"), held in the aggregate 1,115,294
shares.
Cannell Capital LLC acts as the investment adviser to the Investment Vehicles.
The Reporting Person possesses the sole power to vote and to direct the
disposition of the Shares held by the Investment Vehicles.
Item 1. Security and Issuer
The title of the class of equity securities to which this Schedule 13D
relates is the Common Stock par value $0.01 per share (the "Shares"), of
PMFG, Inc. (the "Company"), a Delaware corporation. The address of the
principal executive offices of the Company is 14651 North Dallas Parkway,
Suite 500, Dallas, Texas 75254.
Item 2. Identity and Background
a) The name of the Reporting Person is Cannell Capital LLC (the "Reporting
Person").
The Reporting Person is an investment adviser to various separately managed
accounts ("Cannell SMAs") and the following entities (each an "Investment
Vehicle" and collectively with the Cannell SMAs, the "Investment Vehicles"):
Tristan Partners, L.P.
Tristan Offshore Fund, Ltd.
Set forth in the attached Annex "A" and incorporated herein by reference is a
listing of the directors, general partners, managing members and controlling
persons of the Reporting Person and the Investment Vehicles (collectively,
the "Covered Persons"), and sets forth the principal occupation, citizenship
and principal place of business of each Covered Person.
b) The principal business address of the Reporting Person is:
P.O. Box 3459
150 East Hansen Avenue
Jackson, WY 83001-3459.
c) The principal business of the Reporting Person is the performance of
investment management and advisory services. The principal business of the
Investment Vehicles is investment in securities.
d) Neither the Reporting Person, nor to the best of its knowledge, any of the
Covered Persons, has, in the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
e) Neither the Reporting Person, nor to the best of its knowledge, any Covered
Person, has, during the last five years, been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violations with respect to
such laws.
f) The place of organization of the Reporting Person is as follows:
The citizenship of each Covered Person is set forth on the attached Annex A
and incorporated herein by reference.
Cannell Capital LLC is a Wyoming limited liability company.
Item 3. Source and Amount of Funds or Other Consideration
The securities to which this statement relates were acquired by the Reporting
Person using the working capital of each Investment Vehicle as follows:
Tristan Partners, L.P.: $4,538,711.69
Tristan Offshore Fund, Ltd.: $2,204,366.44
Cannell Separately Managed Accounts: $428,077.06
The Investment Vehicles have invested an aggregate amount of approximately
$7,171,155.19 in the Shares.
Item 4. Purpose of Transaction
Cannell Capital LLC, on behalf of the Investment Vehicles, identified the
Company as an entity satisfying each Investment Vehicle's investment
criteria. The Investment Vehicles acquired and continue to hold the Shares
as a long-term investment.
Cannell Capital LLC reserves the right to discuss various views and opinions
with respect to the Company and its business plans with the Company or the
members of its senior management. The discussion of such views and opinions
may extend from ordinary day-to-day business operations to matters such as
nominees for representation on the Company's board of directors, senior
management decisions and extraordinary business transactions. Cannell
Capital LLC reserves the right to take such action as he may deem necessary
from time to time to seek to maximize the value of the Shares. Such
actions may include, but may not necessarily be limited to, pursuit of
strategic initiatives to enhance shareholder value.
Cannell Capital LLC is in discussions to form a bespoke group with other
shareholders of the Company. Should these plans lead to the formation of
a "group" with other individuals or entities as defined in Section 13D,
Cannell Capital LLC will file the requisite amendment to this Schedule 13D
filing.
In addition to the actions set forth above, Cannell Capital LLC may engage in
any of the actions specified in Items 4(a) through 4(j) to the Schedule
13D general instructions.
Except as set forth above, Cannell Capital LLC has no present plans or
proposals that relate to or would result in any of the transactions
described in Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
Based on information set forth in the Company's Form 10-Q as filed with the
Securities and Exchange Commission on May 9, 2014, there were 21,094,530
Shares issued and outstanding as of May 1, 2014
As of May 20, 2014 (the "Reporting Date"), the Investment Vehicles owned
1,115,294 Shares of the Company. Cannell Capital LLC acts as an investment
advisor to Tristan Offshore and the Cannell SMAs, and is the general partner
of and investment adviser to Tristan.
(a) As of the Reporting Date, for the purposes of Reg. Section 240.13d-3,
Cannell Capital LLC may be deemed to beneficially own 1,115,294 Shares, or
approximately 5.28% of the Shares deemed issued and outstanding as of the
Reporting Date.
(b) Cannell Capital LLC possesses the sole power to vote and to direct
the disposition of the securities held by the Investment Vehicles.
(c) The following table details the transactions during the sixty days on
or prior to the Reporting Date in Shares, or securities convertible into,
exercisable for or exchangeable for Shares, by Cannell Capital LLC or any
other person or entity controlled by him or any person or entity for which
he possesses voting or investment control over the securities thereof
(each of which was effected in an ordinary brokerage transaction by
Cannell Capital LLC on behalf of the Investment Vehicles).
(Purchases)
Date Entity Quantity Price
3/24/2014 TRISTAN OFFSHORE FUND 3,331 6.93
3/24/2014 TRISTAN PARTNERS, L.P. 5,080 6.93
4/28/2014 TRISTAN OFFSHORE FUND 2,308 5.21
4/28/2014 TRISTAN PARTNERS, L.P. 4,831 5.21
4/29/2014 TRISTAN OFFSHORE FUND 12,932 5.22
4/29/2014 TRISTAN OFFSHORE FUND 2,004 5.29
4/29/2014 TRISTAN PARTNERS, L.P. 27,068 5.22
4/29/2014 TRISTAN PARTNERS, L.P. 4,196 5.29
5/1/2014 TRISTAN OFFSHORE FUND 96 5.51
5/1/2014 TRISTAN PARTNERS, L.P. 204 5.51
5/2/2014 TRISTAN OFFSHORE FUND 1,298 5.60
5/2/2014 TRISTAN PARTNERS, L.P. 2,718 5.60
5/5/2014 TRISTAN OFFSHORE FUND 1,228 5.66
5/5/2014 TRISTAN PARTNERS, L.P. 2,572 5.66
5/6/2014 TRISTAN OFFSHORE FUND 3,155 5.68
5/6/2014 TRISTAN PARTNERS, L.P. 6,604 5.68
5/7/2014 TRISTAN OFFSHORE FUND 2,085 5.65
5/7/2014 TRISTAN PARTNERS, L.P. 4,366 5.65
5/8/2014 TRISTAN OFFSHORE FUND 26,288 5.20
5/8/2014 TRISTAN OFFSHORE FUND 18 5.17
5/8/2014 TRISTAN PARTNERS, L.P. 55,012 5.20
5/8/2014 TRISTAN PARTNERS, L.P. 35 5.17
5/9/2014 TRISTAN PARTNERS, L.P. 40,000 4.45
5/12/2014 TRISTAN OFFSHORE FUND 1,157 4.62
5/12/2014 TRISTAN PARTNERS, L.P. 1,941 4.62
5/13/2014 TRISTAN OFFSHORE FUND 5,331 4.69
5/13/2014 TRISTAN PARTNERS, L.P. 8,940 4.69
5/14/2014 TRISTAN OFFSHORE FUND 13,076 4.46
5/14/2014 TRISTAN PARTNERS, L.P. 21,924 4.46
5/15/2014 TRISTAN OFFSHORE FUND 7,472 4.41
5/15/2014 TRISTAN PARTNERS, L.P. 12,528 4.41
5/16/2014 TRISTAN OFFSHORE FUND 3,619 4.29
5/16/2014 TRISTAN PARTNERS, L.P. 6,068 4.29
5/19/2014 TRISTAN OFFSHORE FUND 186 4.30
5/19/2014 TRISTAN PARTNERS, L.P. 314 4.30
5/20/2014 TRISTAN PARTNERS, L.P. 13,181 4.17
5/20/2014 TRISTAN OFFSHORE FUND 7,866 4.17
(Sales)
None.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
None.
Item 7. Material to Be Filed as Exhibits
None
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: May 23, 2014
Cannell Capital LLC
J. Carlo Cannell, Managing Member
By: /s/ J. Carlo Cannell
Annex "A"
MANAGERS AND GENERAL PARTNERS OF THE REPORTING PERSON AND THE INVESTMENT
VEHICLES
The following sets forth the name, principal occupation, citizenship or
jurisdiction of organization and principal place of business of the
directors, general partners, managing members or controlling persons
of the Reporting Person and the Investment
Vehicles (the "Covered Persons") indicated below:
Cannell Capital LLC
Name: Cannell Capital LLC
Title or Relationship with Reporting Person: Self
Principal Occupation or Employment: Investment Management
Citizenship or Jurisdiction of Organization: Wyoming, United States
Principal Place of Business: (1)
J. Carlo Cannell
Name: J. Carlo Cannell
Title or Relationship with Reporting Person: Managing Member
Principal Occupation or Employment: Investment Management
Citizenship or Jurisdiction of Organization: Wyoming, United States
Principal Place of Business: (1)
Tristan Partners, L.P.
Name: Cannell Capital LLC
Title or Relationship with Reporting Person: Investment Adviser and
General Partner
Principal Occupation or Employment: Investment Management
Citizenship or Jurisdiction of Organization: Delaware, United States
Principal Place of Business: (1)
Tristan Offshore Fund, Ltd.
Name: Cannell Capital LLC
Title or Relationship with Reporting Person: Investment Adviser
Principal Occupation or Employment: Investment Management
Citizenship or Jurisdiction of Organization: Cayman Islands
Principal Place of Business: (2)
(1) The address of the principal place of business of Cannell Capital LLC,
J. Carlo Cannell, and Tristan Partners, L.P., is P.O. Box 3459,
150 East Hansen Avenue, Jackson, WY 83001, United States.
(2) The address of the principal place of business of the Tristan
Offshore Fund, Ltd. is One Capital Place, 3rd Floor, GT Grand Cayman,
KY1-11003, Cayman Islands.
Annex "B"
Agreement Regarding the Joint Filing of Schedule 13D
The undersigned hereby agree as follows:
1) Each of them is individually eligible to use the Schedule 13D to which this
Exhibit is attached, and such Schedule 13D is filed on behalf each of them; and
2) Each of them is responsible for the timely filing of such Schedule 13D and
any amendments thereto, and for the completeness and accuracy of the
information concerning such person contained therein; but none of them is
responsible for the completeness or accuracy of the information concerning the
other persons making the filing, unless such person knows or has reason to
believe that such information is inaccurate.
05/23/2014
____________________________
Date
CANNELL CAPITAL LLC
/s/ J. Carlo Cannell
____________________________
Signature
J. Carlo Cannell, Managing Member
____________________________
Name/Title
/s/ J. Carlo Cannell
____________________________
Signature