0000914317-13-000122.txt : 20130129 0000914317-13-000122.hdr.sgml : 20130129 20130129163657 ACCESSION NUMBER: 0000914317-13-000122 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130129 DATE AS OF CHANGE: 20130129 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PINSLEY HOWARD M CENTRAL INDEX KEY: 0001200027 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: 233 BALLSTON AVE. CITY: SARATOGA SPRINGS STATE: NY ZIP: 12866 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ESPEY MFG & ELECTRONICS CORP CENTRAL INDEX KEY: 0000033533 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS, NEC [3679] IRS NUMBER: 141387171 STATE OF INCORPORATION: NY FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-19806 FILM NUMBER: 13555833 BUSINESS ADDRESS: STREET 1: 233 BALLSTON AVE STREET 2: COR. CONGRESS & BALLSTON AVES. CITY: SARATOGA SPRINGS STATE: NY ZIP: 12866 BUSINESS PHONE: 5185844100 MAIL ADDRESS: STREET 1: 233 BALLSTON AVE CITY: SARATOGA SPRINGS STATE: NY ZIP: 12866 FORMER COMPANY: FORMER CONFORMED NAME: ESPEY MANUFACTURING & ELECTRONICS CORP DATE OF NAME CHANGE: 19920703 SC 13G/A 1 sc13ga-127576_hp.htm SC 13G/A

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

SCHEDULE 13G

(Rule 13d-102)

 

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

 

(Amendment No. 2)

 

 

 

Espey Mfg. & Electronics Corp.
(Name of Issuer)
 
 
 
Common Stock, par value $0.33 – 1/3 par value
(Title of Class of Securities)
 
 
 
296650 10 4
(CUSIP Number)
 
 
 
December 31, 2012
(Date of Event Which Requires Filing of this Statement)

 

 

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

 

oRule 13d-1(b)

 

oRule 13d-1(c)

 

ýRule 13d-1(d)

 

 

______________

(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 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 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.296650 10 4 13G Page 2 of 6 Pages

 

1.          NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Howard Pinsley
 
 
2.           CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) o
 
3.           SEC USE ONLY
 
 
 
4.           CITIZENSHIP OR PLACE OF ORGANIZATION
USA
 

 

NUMBER OF 5.           SOLE VOTING POWER
  120,376*
SHARES  
   
BENEFICIALLY 6.           SHARED VOTING POWER
  0
OWNED BY  
   
EACH 7.           SOLE DISPOSITIVE POWER
  120,376*
REPORTING  
   
PERSON 8.           SHARED DISPOSITIVE POWER
   
WITH 0
9.           AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
120,376*
 
10.           CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
 
o
 
11.           PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.1%**
 
 
12.           TYPE OF REPORTING PERSON*
IN
 
 
*SEE INSTRUCTIONS BEFORE FILLING OUT!

*33,763 of such shares are shares allocated to Mr. Howard Pinsley as of June 30, 2012 (the effective date of the most recent notice of allocated shares to participants) as a participant in the Issuer’s Employee Stock Ownership Plan, 5,600 of such shares may be acquired upon exercise of options granted to Mr. Howard Pinsley pursuant to the Issuer’s 2000 Stock Option Plan and 2007 Stock Option and Restricted Stock Plan.

**Based on 2,344,543 shares issued and outstanding as of December 31, 2012

 
 

 

CUSIP No.296650 10 4 13G Page 3 of 6 Pages

 

Item 1(a). Name of Issuer:
  Espey Mfg. & Electronics Corp.
   
Item 1(b). Address of Issuer's Principal Executive Offices:
  233 Ballston Ave., Saratoga Springs, NY 12866
   
Item 2(a). Name of Person Filing:
  Howard Pinsley
   
Item 2(b). Address of Principal Business Office, or if None, Residence:
  233 Ballston Ave.
  Saratoga Springs, NY 12866
Item 2(c). Citizenship:
  USA
   
Item 2(d). Title of Class of Securities:
  Common Stock, par value $0.33 1/3 per share (the “Common Stock”)
   
Item 2(e). CUSIP Number:
  296650 10 4
   
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

 

(a) o Broker or dealer registered under Section 15 of the Exchange Act.
     
(b) o Bank as defined in Section 3(a)(6) of the Exchange Act.
     
(c) o Insurance company as defined in Section 3(a)(19) of the Exchange Act.
     
(d) o Investment company registered under Section 8 of the Investment Company Act.
     
(e) o An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
     
(f) o An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
     
(g) o A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
     
(h) o A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
     
(i) o A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
     
(j) o Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

 

 
 

 

 

 

CUSIP No.296650 10 4 13G Page 4 of 6 Pages

 

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:
 

120,376*

 

   
(b) Percent of class:
  5.1%**
   
(c) Number of shares as to which such person has:
   
  (i)       Sole power to vote or to direct the vote 120,376*,
   
  (ii)       Shared power to vote or to direct the vote 0,
   
  (iii)      Sole power to dispose or to direct the disposition of 120,376*,
   
  (iv)      Shared power to dispose or to direct the disposition of 0
   

 

*33,763 of such shares are shares allocated to Mr. Howard Pinsley as of June 30, 2012 (the effective date of the most recent notice of allocated shares to participants) as a participant in the Issuer’s Employee Stock Ownership Plan, 5,600 of such shares may be acquired upon exercise of options granted to Mr. Howard Pinsley pursuant to the Issuer’s 2000 Stock Option Plan and 2007 Stock Option and Restricted Stock Plan.

**Based on 2,344,543 Shares Issued and Outstanding as of December 31, 2012

 

Item 5.

 

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 [ ].

 
 

 

 

CUSIP No.296650 10 4 13G Page5 of 6 Pages

 

Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
  N/A
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
  N/A
Item 8. Identification and Classification of Members of the Group.
  N/A
Item 9. Notice of Dissolution of Group.
  N/A
Item 10. Certifications.
  N/A
(a) The following certification shall be included if the statement is filed pursuant to Rule 13d-1(b):
   
  "By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and 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 such purpose or effect."
   
(b) The following certification shall be included if the statement is filed pursuant to Rule 13d-1(c):
   
  "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 such purpose or effect."

 

 
 

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.

 

   
   
  (Date)
   
   
   
   
  (Signature)
   
  Howard Pinsley
   
   
  (Name/Title)

 

 

 

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties for whom copies are to be sent.

 

Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001).