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. 1)*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

RYAN MORRIS, CFA

MESON CAPITAL PARTNERS LLC

One Sansome Street, Suite 1895

San Francisco, CA 94104

(415) 758-0365

CHRISTOPHER P. DAVIS, ESQ.

KLEINBERG, KAPLAN, WOLFF & COHEN, P.C.

551 Fifth Avenue, New York, New York 10176

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

(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.

*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 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).

The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned ("Amendment No. 1").  This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.

Item 2. Identity and Background.

Item 2 is hereby amended and restated to read as follows:

(a), (f) This Schedule 13D is being filed by Meson Capital LP, a New York limited partnership ("MC"), Meson Constructive Capital LP, a Delaware limited partnership ("MCC"), Meson Capital Partners LLC, a Delaware limited liability company ("Meson"), Ryan Morris, a Canadian citizen and Bryan Boches, a citizen of the United States of America. MC, MCC, Meson, Mr. Morris and Mr. Boches are each a "Reporting Person" and are collectively referred to herein as the "Reporting Persons". MC and MCC (the "Funds") are private investment funds; Meson is the general partner and investment adviser to the Funds; Mr. Morris is the Managing Member of Meson. Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

(b) The principal business address for each of MC, MCC, Meson and Mr. Morris is One Sansome Street, Suite 1895, San Francisco, California 94104. The principal business address for Mr. Boches is 85 Liberty Ship, Suite 203, Sausalito, California 94965.

(c) The principal business of MC and MCC is investing in securities. The principal business of Meson is serving as the investment adviser and general partner of MC, MCC and other private investment funds. The principal occupation of Mr. Morris is serving as the Managing Member and sole owner of Meson.  The principal occupations of Mr. Boches are serving as a director of Basil Tree and the Chief Executive Officer of Safe Catch.

(d) None of the Reporting Persons have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) None of the Reporting Persons have, 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 violation with respect to such laws

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended to add the following:

The 7,296 Shares owned directly by Mr. Boches were purchased in the open market with personal funds.  The aggregate purchase price of the 7,296 Shares owned directly by Mr. Boches is approximately $73,320.96, excluding brokerage fees.

Item 4. Purpose of Transaction.

Item 4  is hereby amended to add the following:

On December 19, 2016, MC delivered a Shareholder Nomination Letter (the "Letter") to the Issuer, notifying the Issuer of its intent to nominate six persons (the "Proposed Nominees"), including Mr. Boches, for election to the Issuer's board of directors (the "Board") at the Issuer's 2017 annual meeting of stockholders (the "Annual Meeting"). In the Letter, MC reserved the right, depending on certain factors, including the total number of directors up for election at the Issuer's 2017 annual meeting, in the Letter, to withdraw certain or all of its Proposed Nominees, to nominate additional nominees for election to the Board at the Issuer's 2017  annual meeting and/or to replace any of the Proposed Nominees.

On December 21, 2016, the Reporting Persons issued a press release commenting on the nominations.  A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference in its entirety.

Item 5.

Interest in Securities of the Issuer.

Item 5(a) is hereby amended and restated to read as follows:

(a) The aggregate percentage of Shares reported owned by each person named herein is based upon 5,680,168 Shares outstanding. This latter number of Shares is arrived at by adding the number of Shares reported as being outstanding by the Issuer as of August 12, 2016 to the number of Shares which would be receivable by the Reporting Persons if they were to convert all of the Issuer's Series A Convertible Preferred Stock held by them into common stock (the Shares). The 5,367,368 Shares outstanding used to calculate the Reporting Persons' ownership assumes no other shareholder converts their preferred stock to common.

As of the close of business on December 21, 2016, MC beneficially owned 198,868 Shares, constituting approximately 3.5% of the Shares outstanding. In calculating MC's ownership percentage, Shares which are subject to options, warrants, call agreements and other rights to purchase, exercisable within 60 days, have been treated as outstanding Shares. The Shares beneficially owned by MC consist of: (i) 148,271 Shares held by MC; (ii) warrants held by MC to acquire 27,500 Shares at a price of $10.00 per Share at any time on or before July 8, 2021; and (iii) 7,699 shares of Series A Convertible Preferred Stock convertible into 23,097 Shares.

As of the close of business on December 21, 2016, MCC beneficially owned 921,000 Shares, constituting approximately 16.2% of the Shares outstanding. In calculating MCC's ownership percentage, Shares which are subject to options, warrants, call agreements and other rights to purchase, exercisable within 60 days, have been treated as outstanding Shares. The Shares beneficially owned by MCC consist of: (i) 614,000 Shares held by MCC; and (ii) warrants held by MCC to acquire 307,000 Shares at a price of $10.00 per Share at any time on or before July 8, 2021.

Meson, as the investment adviser and general partner of MC and MCC, may be deemed to beneficially own the 1,119,868 Shares owned in the aggregate by MC and MCC, constituting approximately 19.7% of the Shares outstanding.

As of the close of business on December 21, 2016, Mr. Morris beneficially owned 12,614 Shares, constituting less than 1% of the Shares outstanding. The Shares beneficially owned by Mr. Morris include 338 shares of Series A Convertible Preferred Stock convertible into 1,014 Shares. Mr. Morris, as the Managing Member of Meson, may be deemed to beneficially own the 1,119,868 Shares owned in the aggregate by MC and MCC, constituting approximately 19.7% of the Shares outstanding.

As of the close of business on December 21, 2016, Mr. Boches beneficially owned 7,296 Shares, constituting less than 1% of the Shares outstanding.

Each Reporting Person, as a member of a "group" with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.

Item 5(b) is hereby amended to add the following:

Mr. Boches has the sole power to vote or direct the vote of, and to dispose or direct the disposition of, the Shares owned directly by Mr. Boches.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended to add the following:

On December 19, 2016, MC entered into letter agreements pursuant to which it and its affiliates agreed to indemnify the Nominees  against claims in connection with the proxy solicitation being considered by the Reporting Persons to nominate and elect directors at the Annual Meeting. A form of the indemnification letter agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

On December 22, 2016, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. A copy of this agreement is attached hereto as Exhibit 99.3 and is incorporated herein by reference.

Item 7 is hereby amended to add the following exhibits:

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.

Dated:

December 22, 2016

Meson Capital Partners, 19% shareholder, Nominates Highly Qualified Board of Director Candidates for Sevcon Annual Meeting

Change at the Top is Required to Unlock Sevcon's Potential in an Accelerating Market for Electrification

San Francisco, CA  Meson Capital Partners, LLC ("Meson"), a major shareholder of Sevcon, Inc. (NASDAQ:SEV) ("Sevcon" or the "Company") with approximately 19% of the Company's outstanding shares, today announced it is nominating 6 highly qualified candidates for election to Sevcon's Board of Directors at the 2017 Annual Meeting scheduled for February 7, 2017 in order to reserve its rights to run a short or majority slate for the upcoming meeting.

Ryan Morris, President of Meson and a current director of Sevcon today delivered the following open letter to Sevcon Directors and shareholders, highlighting his belief that:

·	Sevcon is uniquely positioned to benefit from the global shift towards electrification of mobility and autos as the market grows exponentially.

·	Time is of the essence.  There is a window of opportunity to capture market share that will close within 2 years if not approached thoughtfully and decisively.

·	The current board oversees Sevcon's underperformance and yet refuses to embrace the need for change.

·	Meson's highly qualified candidates have successful track records in businesses highly relevant to Sevcon's current situation.

December 21, 2016

From: Ryan J. Morris, President, Meson Capital Partners, LLC & Sevcon Board Member

Dear Fellow Board Members and Shareholders:

I am writing to you today to express my belief that Sevcon is uniquely positioned to benefit from the global transition to electrification of motion and away from fossil fuels.  Never before in the Company's long history has an opportunity of this magnitude presented itself.  The rapidly declining cost of lithium-ion batteries and tightening emissions standards are causing explosive growth in the market for electric and hybrid drivetrains.

Sevcon has a proven unique ability to engineer the critical and highly challenging power electronics designs required to enable electrification of a wide variety of applications.  If the Company is to take advantage of the current market acceleration and maintain a strong position, it must scale this capability rapidly.  This is a new challenge the company has never faced before and in our opinion, is incapable of tackling today without improvements to the Board.

The Board must agree on and implement a vision for the Company to determine how we want to embrace this opportunity.

We can either:

A.	Maintain the status quo of slow to no growth and modest profitability by resisting change and reacting to immediate customer requests, OR

B.	Seize the opportunity and shift to a more entrepreneurial, growth-oriented model.

It is not responsible for this board to choose Option A above.  The stakes are too high and opportunity is much too great. Shareholders, employees and our customers deserve more from the Board, and deserve it without delay.

To date, I have worked hard in collaboration with senior executives of Sevcon and other outside industry experts and entrepreneurs to create and put forth a plan to rapidly grow the Company.  Once the engineering design window begins to close, market share could be determined for decades to come by virtue of the long product life-cycles and high switching costs.  Rapid change is being imposed on our company by the market.  This reality demands a thoughtful and decisive response that the current board is not delivering.

Unfortunately, despite many attempts to be collaborative – including this Monday's meeting, where you rejected a reasonable settlement to avoid the necessity of Meson formally nominating our highly qualified director candidates – it has proven impossible to drive change in the boardroom internally.

We should no longer be willing to focus on preserving the current state of affairs and associated slow organic growth and unacceptable shareholder returns.  We must introduce new directors who have relevant successful track records, entrepreneurial energy and experience navigating changing markets.

With these new members, our responsibility will be to formulate and implement a comprehensive plan to exploit this market opportunity.  The tone starts at the top.  The current board does not have the interest or the capabilities necessary to guide and oversee Sevcon safely and profitably through this time of great change and opportunity.

Accordingly, we have nominated six highly qualified director candidates who shareholders will have the opportunity to select to represent their interests at the upcoming annual meeting on February 7, 2017.  This action reserves our full rights to run a short or majority slate at the upcoming annual meeting.

Highlights of our highly qualified and independent nominees:

·	Tony Posawatz led the innovative Chevy Volt program at GM and has 30+ years of auto industry connections in EVs and charging

·	Shvet Jain is a serial Founder and CEO at software technology companies with multiple successes scaling engineering teams, including a $750mm exit

·	Bryan Boches is a serial Founder, experienced executive, and investor with proven success in transforming an auto parts firm larger than Sevcon

·	Pam Colburn has deal making and capital raising experience for $billion growing technology companies

·	Howard Gross has a wealth of CEO experience transforming industrial companies through technology changes

·	Joe Whitters is an experienced CFO and has chaired numerous audit committees and solved complex global accounting challenges at $billion+ growing companies

Reality demands progress.  Failure due to inaction is not an option.  I look forward to having an open dialog with the current board on making this transition as smooth as possible and with shareholders for their input.

Ryan Morris

President,

Meson Capital Partners, LLC

Sevcon, Inc., Director

rmorris@mesoncapital.com

415-322-0486

[Meson Capital Letterhead]

December __, 2016

[                       ]
[                       ]

[                       ]

Re:

Sevcon, Inc.

Dear [                    ]:

Thank you for agreeing to serve as a nominee for election to the Board of Directors of Sevcon, Inc. (the "Company") in connection with the proxy solicitation being considered by Meson Constructive Capital LP ("Meson Capital") and its affiliates to nominate and elect directors at the Company's 2017 annual meeting of stockholders, or any other meeting of stockholders held in lieu thereof and any adjournments, postponements, reschedulings or continuations thereof (the "Solicitation").  Your outstanding qualifications, we believe, will prove a valuable asset to the Company and all of its stockholders. This letter ("Agreement") will set forth the terms of our agreement.

Meson Capital agrees to indemnify and hold you harmless against any and all claims of any nature arising from the Solicitation and any related transactions whenever brought and irrespective of the outcome; provided, however, that you will not be entitled to indemnification for claims arising from your gross negligence, willful misconduct, intentional and material violations of law, criminal actions, provision to Meson Capital of false or misleading information (including false or misleading information included in (i) any questionnaire you are requested to complete by Meson Capital, (ii) any resume provided by you to Meson Capital or (iii) your LinkedIn profile, if available), or material breach of the terms of this Agreement; provided further, that upon your becoming a director of the Company, this indemnification shall not apply to any claims made against you in your capacity as a director of the Company. This indemnification will include any and all losses, liabilities, damages, demands, claims, suits, actions, judgments, or causes of action, assessments, costs and expenses, including, without limitation, interest, penalties, reasonable attorneys' fees, and any and all reasonable costs and expenses incurred in investigating, preparing for or defending against any litigation, commenced or threatened, any civil, criminal, administrative or arbitration action, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation asserted against, resulting, imposed upon, or incurred or suffered by you, directly or indirectly, as a result of or arising from the Solicitation and any related transactions (each, a "Loss").

In the event of a claim against you pursuant to the prior paragraph or the occurrence of a Loss, you shall give Meson Capital prompt written notice of such claim or Loss (provided that failure to promptly notify Meson Capital shall not relieve it from any liability which it may have on account of this Agreement, except to the extent Meson Capital shall have been prejudiced by such failure). Upon receipt of such written notice, Meson Capital will provide you with counsel to represent you. Such counsel shall be reasonably acceptable to you. In addition, you will be reimbursed promptly for all Losses suffered by you and as incurred as provided herein. Meson Capital may not enter into any settlement of Loss or claim without your consent unless such settlement includes a general release in your favor. Notwithstanding anything to the contrary set forth in this Agreement, Meson Capital shall not be responsible for any fees, costs or expenses, including for separate legal counsel, incurred by you without Meson Capital's prior written approval. In addition, you agree not to enter into any settlement of Loss or claim or make any admission without the written consent of Meson Capital.

You hereby agree to keep confidential and not disclose to any party, without the consent of Meson Capital, any confidential, proprietary or non-public information (collectively, "Information") of Meson Capital or its affiliates which you have heretofore obtained or may obtain. Notwithstanding the foregoing, Information shall not include any information that is publicly disclosed by Meson Capital or its affiliates or any information that you can demonstrate is now, or hereafter becomes, through no act or failure to act on your part, otherwise generally known to the public.

Notwithstanding the foregoing, if you are required by applicable law, rule, regulation or legal process to disclose any Information you may do so provided that you first promptly notify Meson Capital so that Meson Capital may seek a protective order or other appropriate remedy or, in Meson Capital's sole discretion, waive compliance with the terms of this Agreement. In the event that no such protective order or other remedy is obtained or Meson Capital does not waive compliance with the terms of this Agreement, you may consult with counsel at the cost of Meson Capital and you may furnish only that portion of the Information which you are advised by counsel is legally required to be so disclosed and you will request that the party(ies) receiving such Information maintain it as confidential.

All Information, all copies thereof, and any studies, notes, records, analysis, compilations or other documents prepared by you containing such Information, shall be and remain the property of Meson Capital and, upon the request of a representative of Meson Capital, all such information shall be returned or, at Meson Capital's option, destroyed by you, with such destruction confirmed by you to Meson Capital in writing.

You acknowledge that you are aware that the United States securities laws impose restrictions on the ability of any person who has material non-public information about a company to trade in the securities of such company and to communicate such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities.

This Agreement shall be governed by the laws of the State of New York, without regard to the principles of the conflicts of laws thereof.  The parties agree to the exclusive jurisdiction of the state and federal courts of New York, New York, and waive, and agree not to plead or to make, any claim that any action or proceeding brought in the state and federal courts of New York, New York has been brought in an improper or inconvenient forum.

THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THAT THEY MAY HAVE TO TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION, OR IN ANY LEGAL PROCEEDING, DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS LETTER AGREEMENT (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTY HAVE BEEN INDUCED TO ENTER INTO THIS LETTER AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS SET FORTH HEREIN.

*          *          *

If you agree to the foregoing terms, please sign below to indicate your acceptance.

 

JOINT FILING AGREEMENT

The undersigned hereby agree that the statement on Schedule 13D with respect to the Common Stock, $0.01 par value, of Sevcon, Inc., a Delaware Corporation, dated as of December 22, 2016 is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

Dated:

December 22, 2016

 

POWER OF ATTORNEY

 

Know all by these presents, that the undersigned hereby constitutes and appoints Ryan Morris the undersigned's true and lawful attorney-in-fact to take any and all action in connection with (i) the undersigned's beneficial ownership of, or participation in a group with respect to, securities of Sevcon, Inc., a Delaware corporation (the "Company") directly or indirectly beneficially owned by Meson Capital Partners LLC and its affiliates (collectively, the "Group") and (ii) any proxy solicitation of the Group to elect its slate of director nominees to the board of directors of the Company at the 2017 annual meeting of stockholders of the Company (the "Solicitation"). Such action shall include, but not be limited to:

 

1. executing for and on behalf of the undersigned any Schedule 13D, and amendments thereto, filed by the Group that are required to be filed under Section 13(d) of the Securities Exchange Act of 1934 (the "Exchange Act") and the rules thereunder in connection with the undersigned's beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;

 

2. executing for and on behalf of the undersigned all Forms 3, 4 and 5 required to be filed under Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder in connection with the undersigned's beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;

 

3. executing for and on behalf of the undersigned all Joint Filing and Solicitation Agreements or similar documents pursuant to which the undersigned shall agree to be a member of the Group;

 

4. performing any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such document, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

 

5. taking any other action of any type whatsoever in connection with the Solicitation, including entering into any settlement agreement, that in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.

 

The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with Section 13(d), Section 16 or Section 14 of the Exchange Act.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer a member of the Group unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 21st day of December 2016.