SC 13D/A 1 ss466263_sc13da.htm AMENDMENT NO. 8
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
 
Alteva, Inc.
(Name of Issuer)
  
Common Stock, par value $.01 per share
(Title of Class of Securities)
  
883375107
(CUSIP Number)
  
Alexis P. Michas
Juniper Investment Company, LLC
555 Madison Avenue, 24th Floor
New York, New York 10022
(212) 339-8500
(Name, Address and Telephone Number of Person Authorized
 to Receive Notices and Communications)
  
November 30, 2015
(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 § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box o.
  
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 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 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).
 
 
 
 
 
 
  
SCHEDULE 13D
 
CUSIP No.  883375107
  
Page 2 of 9 Pages
         
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
  
Juniper Public Fund, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
 
 
 
3
SEC USE ONLY
  
  
4
SOURCE OF FUNDS (See Instructions)
  
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
  
  
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
  
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
  
236,891
8
SHARED VOTING POWER
  
0
9
SOLE DISPOSITIVE POWER
  
236,891
10
SHARED DISPOSITIVE POWER
  
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
236,891
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
  
  
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  
3.96%
14
TYPE OF REPORTING PERSON (See Instructions)
  
PN
   
 
Page 2 of 9 Pages
 
  
SCHEDULE 13D
 
CUSIP No.  883375107
  
Page 3 of 9 Pages
         
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
  
Juniper HF Investors II, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
 
 
 
3
SEC USE ONLY
  
  
4
SOURCE OF FUNDS (See Instructions)
  
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
  
   
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
  
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
  
0
8
SHARED VOTING POWER
  
236,891
9
SOLE DISPOSITIVE POWER
  
0
10
SHARED DISPOSITIVE POWER
  
236,891
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
236,891
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
  
  
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  
3.96%
14
TYPE OF REPORTING PERSON (See Instructions)
  
PN
  
 
Page 3 of 9 Pages
 
  
SCHEDULE 13D
 
CUSIP No.  883375107
  
Page 4 of 9 Pages
         
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
  
Juniper Investment Company, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
 
 
 
3
SEC USE ONLY
  
  
4
SOURCE OF FUNDS (See Instructions)
  
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
  
  
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
  
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
  
0
8
SHARED VOTING POWER
  
236,891
9
SOLE DISPOSITIVE POWER
  
0
10
SHARED DISPOSITIVE POWER
  
236,891
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
236,891
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
  
  
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  
3.96%
14
TYPE OF REPORTING PERSON (See Instructions)
  
PN
  
 
Page 4 of 9 Pages
 
   
SCHEDULE 13D
 
CUSIP No.  883375107
  
Page 5 of 9 Pages
         
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
  
Alexis P. Michas
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
 
 
 
3
SEC USE ONLY
  
  
4
SOURCE OF FUNDS (See Instructions)
  
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
  
  
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
  
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
  
0
8
SHARED VOTING POWER
  
236,891
9
SOLE DISPOSITIVE POWER
   
0
10
SHARED DISPOSITIVE POWER
  
236,891
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
236,891
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)*
  
  
x
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  
3.96%
14
TYPE OF REPORTING PERSON (See Instructions)
   
IN
  
 
Page 5 of 9 Pages
 
  
SCHEDULE 13D
 
CUSIP No.  883375107
  
Page 6 of 9 Pages
         
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
John A. Bartholdson
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
 
 
 
3
SEC USE ONLY
  
  
4
SOURCE OF FUNDS (See Instructions)
  
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
  
  
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
   
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
  
0
8
SHARED VOTING POWER
  
236,891
9
SOLE DISPOSITIVE POWER
  
0
10
SHARED DISPOSITIVE POWER
  
236,891
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
236,891
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
   
  
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  
3.96%
14
TYPE OF REPORTING PERSON (See Instructions)
  
IN
    
 
Page 6 of 9 Pages
 
   
Item 1.
Security and Issuer.
 
Item 1 is hereby amended and restated in its entirety to read as follows:
 
This Amendment No. 8 to the statement on Schedule 13D (this “Amendment No. 8”) relates to the common stock, par value $.01 per share (the “Shares”), of Alteva, Inc., a New York corporation (the “Issuer”), and hereby amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission on September 30, 2013 (the “Initial Schedule”), as amended by Amendment No. 1 filed on May 27, 2014, Amendment No. 2 filed on August 26, 2014, Amendment No. 3 filed on September 22, 2014, Amendment No. 4 filed on November 12, 2014, Amendment No. 5 filed on December 30, 2014, Amendment No. 6 filed on May 4, 2015 and Amendment No. 7 filed on November 18, 2015 (the “Amendments”, and together with the Initial Schedule, this “Schedule 13D”).  Capitalized terms used but not defined herein shall have the meanings ascribed to them in this Schedule 13D.  All items or responses not described herein remain as previously reported in this Schedule 13D.  The Issuer’s principal executive offices are located at 401 Market Street, Philadelphia, PA, 19106.
 
Item 3.
Source and Amount of Funds or Other Consideration.
 
Item 3 is hereby amended and restated in its entirety to read as follows:
 
The Shares held by Juniper Public Fund that are the subject of this Schedule 13D were purchased with funds obtained through capital contributions from investors in Juniper Public Fund.  Such Shares were purchased in open market purchases for an aggregate purchase price of approximately $1,739,000, excluding brokerage commissions.
 
Item 5.
Interest in Securities of the Issuer.
 
Item 5 is hereby amended as follows:
 
Item 5(a) is hereby amended and restated in its entirety to read as follows:
 
The responses of the Reporting Persons to Rows (11) through (13) of the cover pages of this Amendment No. 8 are incorporated herein by reference.
 
(a)         The percentages used herein are calculated based upon 5,981,352 Shares outstanding as of November 5, 2015, as set forth in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2015.
 
As of the date of this Amendment No. 8, the Reporting Persons may be deemed to have beneficial ownership of the Shares as follows:
 
(i)      Juniper Public Fund beneficially owned 236,891 Shares, constituting approximately 3.96% of the then outstanding Shares.
 
(ii)      Juniper HF Investors, as the general partner of Juniper Public Fund, may be deemed to own beneficially (as that term is defined in Rule 13d-3 under the Act) 236,891 Shares, constituting approximately 3.96% of the then outstanding Shares.  Juniper HF Investors disclaims beneficial ownership of such Shares for all other purposes.
  
 
Page 7 of 9 Pages
 
  
(iii)      Juniper Investment Company, as the investment advisor of Juniper Public Fund, may be deemed to own beneficially (as that term is defined in Rule 13-d under the Act) 236,891 Shares, constituting approximately 3.96% of the then outstanding Shares.  Juniper Investment Company disclaims beneficial ownership of such Shares for all other purposes.
 
(iv)      Each of Messrs. Michas and Bartholdson, as the managing members of Juniper HF Investors and Juniper Investment Company, may be deemed to own beneficially (as that term is defined in Rule 13d-3 under the Act) 236,891 Shares, constituting approximately 3.96% of the then outstanding Shares.  Messrs. Michas and Bartholdson disclaim beneficial ownership of such Shares for all other purposes.
 
Item 5(b) is hereby amended and restated in its entirety to read as follows:
 
(b)         Juniper Public Fund has the sole power to vote or direct the vote of 236,891 Shares and the sole power to dispose or direct the disposition of such Shares.  Juniper HF Investors, Juniper Investment Company, and Messrs. Michas and Bartholdson may be deemed to share with Juniper Public Fund the power to vote or to direct the vote and to dispose or to direct the disposition of such Shares.
 
Item 5(c) is hereby amended and supplemented by adding the following:
 
Set forth on Exhibit A to this Amendment No. 8 is a list of transactions in the Shares effected by Juniper Public Fund in the past sixty days. These transactions were all effected in the open market through a broker. Except for the foregoing, no other transactions in the Shares were effected by the Reporting Persons during the sixty days prior to the date of this Amendment No. 8.
 
Item 5(d) is hereby amended and restated in its entirety to read as follows:
 
(d)         To the knowledge of the Reporting Persons, no person other than Juniper Public Fund, Juniper HF Investors, Juniper Investment Company, and Messrs. Michas and Bartholdson has the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, any of the Shares.
 
Item 5(e) is hereby amended and restated in its entirety to read as follows:
 
(e)         On November 30, 2015, the Reporting Persons ceased to be the beneficial owner of more than five percent (5%) of the Shares.
 
Item 7.
Materials to be Filed as Exhibits.
 
 
Exhibit A:
Schedule of Transactions
 
Exhibit B:
Second Amended and Restated Joint Filing Agreement, dated November 18 2015, among the Reporting Persons (incorporated by reference to the Issuer’s Schedule 13D filed with the Securities and Exchange Commission on November 18, 2015)
 

 
 
Page 8 of 9 Pages
 
   
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:  December 1, 2015
 
  JUNIPER PUBLIC FUND, L.P.  
     
  By:
JUNIPER HF INVESTORS II, LLC,
its General Partner
  
         
         
  By:  /s/ Alexis P. Michas  
  Name: Alexis P. Michas  
  Title: Managing Member  
         
  
  JUNIPER HF INVESTORS II, LLC  
         
         
  By: /s/ Alexis P. Michas  
  Name: Alexis P. Michas  
  Title: Managing Member  
         
  
  JUNIPER INVESTMENT COMPANY, LLC  
         
         
  By: /s/ Alexis P. Michas  
  Name: Alexis P. Michas  
  Title: Managing Member  
         
  
         
  By:  /s/ Alexis P. Michas  
  ALEXIS P. MICHAS  
         
  
         
  By: /s/ John A. Bartholdson  
  JOHN A. BARTHOLDSON  
         
 
 
[Alteva, Inc. 13D, Amendment No. 8]