0001193125-17-021762.txt : 20170127 0001193125-17-021762.hdr.sgml : 20170127 20170127160232 ACCESSION NUMBER: 0001193125-17-021762 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170127 DATE AS OF CHANGE: 20170127 GROUP MEMBERS: MAZ CAPITAL ADVISORS, LLC GROUP MEMBERS: WALTER SCHENKER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INTRUSION INC CENTRAL INDEX KEY: 0000736012 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER COMMUNICATIONS EQUIPMENT [3576] IRS NUMBER: 751911917 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-49215 FILM NUMBER: 17553706 BUSINESS ADDRESS: STREET 1: 1101 ARAPAHO ROAD CITY: RICHARDSON STATE: TX ZIP: 75081 BUSINESS PHONE: 9722346400 MAIL ADDRESS: STREET 1: 1101 ARAPAHO ROAD CITY: RICHARDSON STATE: TX ZIP: 75081 FORMER COMPANY: FORMER CONFORMED NAME: INTRUSION COM INC DATE OF NAME CHANGE: 20000601 FORMER COMPANY: FORMER CONFORMED NAME: ODS NETWORKS INC DATE OF NAME CHANGE: 19970507 FORMER COMPANY: FORMER CONFORMED NAME: OPTICAL DATA SYSTEMS INC DATE OF NAME CHANGE: 19950517 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MAZ Partners LP CENTRAL INDEX KEY: 0001496771 IRS NUMBER: 272868551 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 7 CENTURY DRIVE STREET 2: SUITE 201 CITY: PARSIPPANY STATE: NJ ZIP: 07054 BUSINESS PHONE: 973-267-6686 MAIL ADDRESS: STREET 1: 7 CENTURY DRIVE STREET 2: SUITE 201 CITY: PARSIPPANY STATE: NJ ZIP: 07054 SC 13G/A 1 d336980dsc13ga.htm SC 13G/A SC 13G/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 12)

 

 

 

Intrusion Inc.

(Name of Issuer)

 

 

 

Common Stock, par value $0.01 per share

(Title of Class of Securities)

 

46121E205

(CUSIP Number)

 

December 31, 2016

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ 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).

 

 

 

SCHEDULE 13G

 

CUSIP No. 46121E205   Page 2 of 9

 

   1    

Names of Reporting Persons

 

MAZ Partners LP

   2   

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☒

 

   3   

SEC Use Only

 

   4   

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

     5     

Sole Voting Power

 

0

    6    

Shared Voting Power

 

952,176(1)

    7    

Sole Dispositive Power

 

0

    8    

Shared Dispositive Power

 

952,176(1)

   9 

  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

952,176(1)

 10 

  

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

☐

 11 

  

Percent of Class Represented by Amount in Row (9)

 

7.5%

 12 

  

Type of Reporting Person (See Instructions)

 

PN

(1) Excludes 46,000 shares of Common Stock issuable upon the conversion of Series 3 5% Preferred Stock, which are convertible only to the extent that the number of shares of Common Stock issuable pursuant to the 5% Preferred Stock, together with the number of shares of Common Stock owned by the stockholder (but not including shares of Common Stock underlying unconverted portions of the 5% Preferred Stock) would not exceed 9.9% of the then outstanding Common Stock.

SCHEDULE 13G

 

CUSIP No. 46121E205   Page 3 of 9

 

   1    

Names of Reporting Persons

 

MAZ Capital Advisors, LLC

   2   

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☒

 

   3   

SEC Use Only

 

   4   

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

     5     

Sole Voting Power

 

0

    6    

Shared Voting Power

 

952,176(1)

    7    

Sole Dispositive Power

 

0

    8    

Shared Dispositive Power

 

952,176(1)

   9 

  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

952,176(1)

 10 

  

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

☐

 11 

  

Percent of Class Represented by Amount in Row (9)

 

7.5%

 12 

  

Type of Reporting Person (See Instructions)

 

OO

(1) Excludes 46,000 shares of Common Stock issuable upon the conversion of Series 3 5% Preferred Stock, which are convertible only to the extent that the number of shares of Common Stock issuable pursuant to the 5% Preferred Stock, together with the number of shares of Common Stock owned by the stockholder (but not including shares of Common Stock underlying unconverted portions of the 5% Preferred Stock) would not exceed 9.9% of the then outstanding Common Stock.

SCHEDULE 13G

 

CUSIP No. 46121E205   Page 4 of 9

 

   1    

Names of Reporting Persons

 

Walter Schenker

   2   

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☒

 

   3   

SEC Use Only

 

   4   

Citizenship or Place of Organization

 

USA

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

     5     

Sole Voting Power

 

301,622

    6    

Shared Voting Power

 

952,176(1)

    7    

Sole Dispositive Power

 

301,622

    8    

Shared Dispositive Power

 

952,176(1)

   9 

  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,253,798

 10 

  

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

☐

 11 

  

Percent of Class Represented by Amount in Row (9)

 

9.8%

 12 

  

Type of Reporting Person (See Instructions)

 

IN

(1) Excludes 46,000 shares of Common Stock issuable upon the conversion of Series 3 5% Preferred Stock, which are convertible only to the extent that the number of shares of Common Stock issuable pursuant to the 5% Preferred Stock, together with the number of shares of Common Stock owned by the stockholder (but not including shares of Common Stock underlying unconverted portions of the 5% Preferred Stock) would not exceed 9.9% of the then outstanding Common Stock.

SCHEDULE 13G

 

CUSIP No. 46121E205   Page 5 of 9

 

Item 1(a)    Name of Issuer:
   Intrusion Inc.
Item 1(b)    Address of Issuer’s Principal Executive Offices:
  

1101 East Arapaho Road, Suite 200

Richardson, Texas 75081

Item 2(a)    Name of Person Filing:
  

MAZ Partners LP

MAZ Capital Advisors, LLC

Walter Schenker

   MAZ Partners LP is the record holder of the securities reported herein for MAZ Partners LP. MAZ Capital Advisors, LLC is the General Partner of MAZ Partners LP. Walter Schenker is the sole member and manager of MAZ Capital Advisors, LLC.
Item 2(b)    Address of Principal Business Office or, if none, Residence:
  

MAZ Partners LP

MAZ Capital Advisors, LLC

Walter Schenker

  

1130 Route 46, Suite 22

Parsippany, New Jersey 07054

Item 2(c)    Citizenship:
  

MAZ Partners LP – Delaware

MAZ Capital Advisors, LLC – Delaware

Walter Schenker – USA

Item 2(d)    Title of Class of Securities:
   Common Stock, $.01 par value
Item 2(e)    CUSIP Number:
   46121E205
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:.
   Not applicable.
Item 4.    Ownership
   Each reporting person’s calculation of its percentage ownership of the Common Stock of the Issuer is based upon 12,747,836 shares of Common Stock issued and outstanding as of November 1, 2016, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Commission on November 14, 2016.
(a)    Amount beneficially owned:

SCHEDULE 13G

 

CUSIP No. 46121E205   Page 6 of 9

 

  

MAZ Partners LP – 952,176

MAZ Capital Advisors, LLC –952,176

Walter Schenker – 301,622(1)

   (1) Includes 204,731 shares held by Mr. Schenker in an IRA.
(b)    Percent of class:
  

MAZ Partners LP – 7.5%

MAZ Capital Advisors, LLC – 7.5%

Walter Schenker – 9.8%

(c)    Number of shares as to which the person has:
   MAZ Partners LP
   (i)    Sole power to vote or to direct the vote:    0.
   (ii)    Shared power to vote or to direct the vote    952,176.
   (iii)    Sole power to dispose or to direct the disposition of    0.
   (iv)    Shared power to dispose or to direct the disposition of    952,176.
   MAZ Capital Advisors, LLC
   (i)    Sole power to vote or to direct the vote:    0.
   (ii)    Shared power to vote or to direct the vote    952,176.
   (iii)    Sole power to dispose or to direct the disposition of    0.
   (iv)    Shared power to dispose or to direct the disposition of    952,176.
   Walter Schenker
   (i)    Sole power to vote or to direct the vote:    301,622.
   (ii)    Shared power to vote or to direct the vote    952,176.
   (iii)    Sole power to dispose or to direct the disposition of    301,622.
   (iv)    Shared power to dispose or to direct the disposition of    952,176.
Item 5.    Ownership of Five Percent or Less of a Class
   Not Applicable.
Item 6.    Ownership of More than Five Percent on Behalf of Another Person
   Not Applicable.

 

SCHEDULE 13G

 

CUSIP No. 46121E205   Page 7 of 9

 

Item 7.    Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
   Not Applicable.
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 not acquired and are not held for the purpose of or with the effect of changing or influencing 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 that purpose or effect.

 

SCHEDULE 13G

 

CUSIP No. 46121E205   Page 8 of 9

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: January 27, 2017

 

    MAZ Partners LP
    By:  

MAZ Capital Advisors, LLC,

its General Partner

    By:   /s/ Walter Schenker
        Name:   Walter Schenker
        Title:   Manager
    MAZ Capital Advisors, LLC
    By:   /s/ Walter Schenker
        Name:   Walter Schenker
        Title:   Manager
     
      /s/ Walter Schenker
      Walter Schenker

SCHEDULE 13G

 

CUSIP No. 46121E205   Page 9 of 9

EXHIBIT 1

AMENDED AND RESTATED JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the common stock of Intrusion Inc. and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings.

In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement as of the 27th day of January 2017.

 

    MAZ Partners LP
    By:  

MAZ Capital Advisors, LLC,

its General Partner

    By:   /s/ Walter Schenker
        Name:   Walter Schenker
        Title:   Manager
    MAZ Capital Advisors, LLC
    By:   /s/ Walter Schenker
        Name:   Walter Schenker
        Title:   Manager
     
      Walter Schenker
      Walter Schenker