UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 7)1
Rekor Systems, Inc.
(Name of Issuer)
Common Stock, par value 0.0001 per share
(Title of Class of Securities)
759419104
(CUSIP Number)
Avon Road Partners, L.P.
2811 Aquetong Road
New Hope, PA 18938
Attn: Robert A. Berman
(703) 953-3838
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
November 19, 2021
(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 §§ 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 § 240.13d-7 for other parties to whom copies are to be sent.
| 1 | 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).
CUSIP No. 759419104
| 1 |
NAME OF REPORTING PERSON
Avon Road Partners, L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
WC | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
☐ | |||||
| 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
2,165,104 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
2,165,104 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,165,104 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9% | |||||
| 14 | TYPE OF REPORTING PERSON
PN | |||||
CUSIP No. 759419104
| 1 |
NAME OF REPORTING PERSON
Robert A. Berman | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
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
1,066,887* | ||||
| 8 | SHARED VOTING POWER
2,165,104 | |||||
| 9 | SOLE DISPOSITIVE POWER
1,066,887* | |||||
| 10 | SHARED DISPOSITIVE POWER
2,165,104 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,231,991 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.3%* | |||||
| 14 | TYPE OF REPORTING PERSON
IN | |||||
| * | Includes presently exercisable options to purchase 66,668 shares of Common Stock. Percentage ownership is based on outstanding shares of 43,977,218 shares as reported in the Company’s Registration Statement on Form 10-Q (File No. 001-38338) filed with the Securities and Exchange Commission on November 15, 2021, plus 66,668. |
CUSIP No. 759419104
This Amendment No. 7 (the “Amendment No. 7”) amends and supplements the statement on Schedule 13D (the “Schedule 13D”) filed by Avon Road Partners, L.P., a Delaware limited partnership (“Avon”) and Robert A. Berman, a United States Citizen (“Mr. Berman”, and collectively with Avon, the “Reporting Persons”) on September 7, 2017, relating to the beneficial ownership of shares of common stock, par value $0.0001 per share (the “Common Stock”), of Rekor Systems, Inc. (the “Company”).
This Amendment No. 7 amends the Schedule13D, as previously amended, as specifically set forth herein.
ITEM 5. Interest in Securities of the Issuer.
Item 5(c) is amended to add the following:
On November 17, 2021, Mr. Berman acquired 75,000 shares of Common Stock, in the open market, executed in multiple trades at prices ranging from $6.79 to $7.32, with a weighted average purchase price of $7.21. Mr. Berman acquired the shares for investment purposes.
After purchasing the shares, Mr. Berman beneficially owns 3,231,991 shares of Common Stock, or approximately 7.3% of the Company’s Common Stock, which includes presently exercisable options to purchase 66,668 shares of Common Stock. Percentage ownership is based on outstanding shares of 43,977,218 shares as reported in the Company’s Quarterly Report on Form 10-Q (File No. 001-38338) filed with the Securities and Exchange Commission on November 15, 2021, plus 66,668.
CUSIP No. 759419104
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.
Dated: November 19, 2021
| AVON ROAD PARTNERS, L.P. | ||
| By: | Robert A. Berman, its General Partner
| |
| By: | /s/ Robert A. Berman | |
| Name: Robert A. Berman | ||
| Title: General Partner | ||
| /s/ Robert A. Berman | ||
| ROBERT A. BERMAN, INDIVIDUALLY | ||