0001477932-24-006065.txt : 20240930 0001477932-24-006065.hdr.sgml : 20240930 20240930181418 ACCESSION NUMBER: 0001477932-24-006065 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20240930 DATE AS OF CHANGE: 20240930 GROUP MEMBERS: BROWN STONE CAPITAL LTD. GROUP MEMBERS: NIMA MONTAZERI SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VivoPower International PLC CENTRAL INDEX KEY: 0001681348 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] ORGANIZATION NAME: 01 Energy & Transportation IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-89746 FILM NUMBER: 241340793 BUSINESS ADDRESS: STREET 1: 140 BROADWAY STREET 2: 28TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10005 BUSINESS PHONE: 7182304580 MAIL ADDRESS: STREET 1: 140 BROADWAY STREET 2: 28TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10005 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Brown Stone Capital Ltd CENTRAL INDEX KEY: 0001975444 ORGANIZATION NAME: IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: REAR NO 2 GLENTHORNE ROAD CITY: LONDON STATE: X0 ZIP: N11 3HT BUSINESS PHONE: 310-801-3881 MAIL ADDRESS: STREET 1: REAR NO 2 GLENTHORNE ROAD CITY: LONDON STATE: X0 ZIP: N11 3HT SC 13G/A 1 vvpr_sc13ga.htm SC 13G/A vvpr_sc13ga.htm

  

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

 

VivoPower International PLC

(Name of Issuer)

 

Ordinary Shares, nominal value $0.012 per share

(Title of Class of Securities)

 

G9376R100

(CUSIP Number)

 

Nima Montazeri

c/o Brown Stone Capital Ltd.

Rear No. 2 Glenthorne Road

London, United Kingdom, N11 3HT

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

September 25, 2024

(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 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. G9376R100

13G/A

Page 2 of 5 Pages

 

1.

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Brown Stone Capital Ltd.

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

 

United Kingdom

 

NUMBER OF

SHARES

 BENEFICIALLY

OWNED BY

EACH

REPORTING

 PERSON WITH

5.

SOLE VOTING POWER

 

264,520

6.

SHARED VOTING POWER

 

0

7.

SOLE DISPOSITIVE POWER

 

264,520

8.

SHARED DISPOSITIVE POWER

 

0

 

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

10.

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)

 

☐

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

5.958%(1)

12.

TYPE OF REPORTING PERSON (see instructions)

 

CO

 

(1)

Based on 4,439,733 ordinary shares outstanding as disclosed by the Issuer in that certain prospectus filed pursuant to Rule 424(b)(4) with the SEC on September 19, 2024.

 

 

 

 

CUSIP No. G9376R100

13G/A

Page 3 of 5 Pages

 

1.

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Nima Montazeri

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

 

United Kingdom

 

NUMBER OF

 SHARES

BENEFICIALLY

 OWNED BY

 EACH

REPORTING

 PERSON WITH

5.

SOLE VOTING POWER

 

264,520

6.

SHARED VOTING POWER

 

0

7.

SOLE DISPOSITIVE POWER

 

264,520

8.

SHARED DISPOSITIVE POWER

 

 0

 

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

10.

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)

 

☐

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

5.958%(1)

12.

TYPE OF REPORTING PERSON (see instructions)

 

IN

 

(1)

Based on 4,439,733 ordinary shares outstanding as disclosed by the Issuer in that certain prospectus filed pursuant to Rule 424(b)(4) with the SEC on September 19, 2024.

 

 

 

 

CUSIP No. G9376R100

13G/A

Page 4 of 5 Pages

 

Item 1.

 

The class of equity securities to which this Amendment No. 5 (“Amendment No. 5”) to that certain Schedule 13G filed with the U.S. Securities and Exchange Commission (“SEC”) as of January 4, 2024 (“Schedule 13G”), as amended by that certain Amendment No. 1 to Schedule 13G filed with the SEC as of June 21, 2024 (“Amendment No. 1”) and that certain Amendment No. 2 to Schedule 13G filed with the SEC as of July 2, 2024 (“Amendment No. 2) and that certain Amendment No. 3 to Schedule 13G filed with the SEC as of July 11, 2024 (“Amendment No. 3”) and that certain Amendment No. 4 to Schedule 13G filed with the SEC as of September 20, 2024 (“Amendment No. 4” and together with Amendment No. 1, Amendment No. 2, Amendment No. 3, this Amendment No. 5 and Schedule 13G, the “Amended Schedule 13G”) relates is the ordinary shares, nominal value $0.012 (the “Shares”) of VivoPower International PLC (the “Issuer”), which has its principal executive office at The Scalpel, 18th Floor, 52 Lime Street, London EC3M 7AF, United Kingdom.  Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.  This Amendment No. 5 amends the Amended Schedule 13G as specifically set forth herein.

 

Item 4. Ownership.

 

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

 

(a)

Amount beneficially owned: 264,520 Shares

 

 

(b)

Percent of class: 5.958%

 

 

(c)

Number of shares as to which the person has:  

 

 

 

(i)

Sole power to vote or to direct the vote: 264,520 Shares

 

 

 

(ii)

Shared power to vote or to direct the vote: 0 Shares

 

 

 

(iii)

Sole power to dispose or to direct the disposition of 264,520 Shares

 

 

 

(iv)

Shared power to dispose or to direct the disposition of 0 Shares

  

This Amendment No. 5 has been filed with the SEC in respect of certain purchases of the Shares made on September 25, 2024, which resulted in a filing obligation pursuant to Rule 13d-1 of the Securities Exchange Act, as amended.  Such purchases we subsequently reduced by certain number of sales of the Shares, which were settled on September 25, 2024, September 26, 2024, September 27, 2024, and September 30, 2024.  

 

Item 5.  Ownership of Five Percent or Less of a Class.

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.

 

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.

 

 

 

  

CUSIP No. G9376R100

13G/A

Page 5 of 5 Pages

 

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.

 

Brown Stone Capital Ltd.

09/30/2024

 

Date

 

/s/ Nima Montazeri

Name:

Nima Montazeri

Title:

President

Nima Montazeri

/s/ Nima Montazeri

Name:

Nima Montazeri