0001144204-16-135383.txt : 20161118 0001144204-16-135383.hdr.sgml : 20161118 20161118160456 ACCESSION NUMBER: 0001144204-16-135383 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20161118 DATE AS OF CHANGE: 20161118 GROUP MEMBERS: ADAM D. WYDEN GROUP MEMBERS: ADW CAPITAL MANAGEMENT, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EnviroStar, Inc. CENTRAL INDEX KEY: 0000065312 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PERSONAL SERVICES [7200] IRS NUMBER: 112014231 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-30014 FILM NUMBER: 162007849 BUSINESS ADDRESS: STREET 1: 290 NE 68 STREET CITY: MIAMI STATE: FL ZIP: 33138 BUSINESS PHONE: 3057544551 MAIL ADDRESS: STREET 1: 290 NE 68 STREET CITY: MIAMI STATE: FL ZIP: 33138 FORMER COMPANY: FORMER CONFORMED NAME: DRYCLEAN USA INC DATE OF NAME CHANGE: 20000210 FORMER COMPANY: FORMER CONFORMED NAME: METRO TEL CORP DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ADW Capital Partners, L.P. CENTRAL INDEX KEY: 0001511001 IRS NUMBER: 273514468 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 5175 WATSON STREET NW CITY: WASHINGTON STATE: DC ZIP: 20016 BUSINESS PHONE: (646) 684-4086 MAIL ADDRESS: STREET 1: 5175 WATSON STREET NW CITY: WASHINGTON STATE: DC ZIP: 20016 SC 13G 1 v453470_sc13g.htm SC 13G

 

UNITED STATES
SECURITIES EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

 

EnviroStar, Inc.

 

(Name of Issuer)

 

Common Stock

 

(Title of Class of Securities)

 

262432107

 

(CUSIP Number)

 

November 18, 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)
  
xRule 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 (the “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. 262432107

 

1

NAME OF REPORTING PERSON

ADW Capital Partners, L.P.

 

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨
(b) x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, USA
  5

SOLE VOTING POWER

 

0

 

 

NUMBER OF
SHARES BENEFICIALLY

6

SHARED VOTING POWER

 

500,000

OWNED BY
EACH
REPORTING
PERSON
WITH
7

SOLE DISPOSITIVE POWER

 

0

  8

SHARED DISPOSITIVE POWER

 

500,000

 

9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

500,000

10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ¨
11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

5.01% (1)

12   TYPE OF REPORTING PERSON
PN
           

 

(1)Based upon 9,980,541 shares of common stock outstanding as of November 11, 2016, as disclosed in a Quarterly Report on Form 10-Q that was filed on November 14, 2016 by the Issuer with the Securities and Exchange Commission.

 

 

 

 

CUSIP No. 262432107

 

1

NAME OF REPORTING PERSON

ADW Capital Management, LLC

 

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨
(b) x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, USA
  5

SOLE VOTING POWER

 

0

 

 

NUMBER OF
SHARES BENEFICIALLY

6

SHARED VOTING POWER

 

500,000

OWNED BY
EACH
REPORTING
PERSON
WITH
7

SOLE DISPOSITIVE POWER

 

0

 

  8

SHARED DISPOSITIVE POWER

 

500,000

 

9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

500,000

10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ¨
11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

5.01% (1)

12   TYPE OF REPORTING PERSON
HC, CO
           

 

(1)Based upon 9,980,541 shares of common stock outstanding as of November 11, 2016, as disclosed in a Quarterly Report on Form 10-Q that was filed on November 14, 2016 by the Issuer with the Securities and Exchange Commission.

 

 

 

 

CUSIP No. 262432107

 

1

NAME OF REPORTING PERSON

Adam D. Wyden

 

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨
(b) x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York, USA
  5

SOLE VOTING POWER

 

0

 

 

NUMBER OF
SHARES BENEFICIALLY

6

SHARED VOTING POWER

 

500,000

OWNED BY
EACH
REPORTING
PERSON
WITH
7

SOLE DISPOSITIVE POWER

 

0

 

  8

SHARED DISPOSITIVE POWER

 

500,000

 

9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

500,000

10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     £
11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

5.01% (1)

12   TYPE OF REPORTING PERSON
HC, IN
           

 

(1)Based upon 9,980,541 shares of common stock outstanding as of November 11, 2016, as disclosed in a Quarterly Report on Form 10-Q that was filed on November 14, 2016 by the Issuer with the Securities and Exchange Commission.

 

 

 

 

ITEM 1(a):Name of Issuer:

 

EnviroStar, Inc. (the “Issuer”)

 

ITEM 1(b):Address of Issuer’s Principal Executive Offices:

 

290 N.E. 68 Street, Miami, Florida 33138

 

ITEM 2(a):Name of Person Filing:

 

This statement is jointly filed by and on behalf of each of ADW Capital Partners, L.P., ADW Capital Management, LLC and Adam D. Wyden. ADW Capital Partners, L.P. and Adam D. Wyden are the record and direct beneficial owners of the securities covered by this statement. ADW Capital Management, LLC is the general partner of, and may be deemed to beneficially own securities owned by, ADW Capital Partners, L.P. Mr. Wyden is the sole manager of, and may be deemed to beneficially own securities owned by, ADW Capital Management, LLC.

 

Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement.

 

Each of the reporting persons may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for the purposes of Section 13(d) or 13(g) of the Act. Each of the reporting persons declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any group with respect to the Issuer or any securities of the Issuer.

 

ITEM 2(b):Address of Principal Business Office or, if None, Residence:

 

The address of the principal business office of each of the reporting persons is 5175 Watson Street NW, Washington, D.C. 20016.

 

ITEM 2(c):Citizenship:

 

See Item 4 on the cover page(s) hereto.

 

ITEM 2(d):Title of Class of Securities:

 

Common Stock

 

ITEM 2(e):CUSIP Number:

 

262432107


  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:

 

     
(a) ¨ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b) ¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c) ¨ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d) ¨ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e) ¨ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f) ¨ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
(g) ¨ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
(h) ¨ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) ¨ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j) ¨ A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
(k) ¨ Group, in accordance with §240.13d-1(b)(1)(ii)(K).

 

If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:

 

Not applicable.

 

 

 

 

ITEM 4:Ownership.

 

(a)Amount Beneficially Owned: See Item 9 on the cover page(s) hereto.
  
  
(b)Percent of Class: See Item 11 on the cover page(s) hereto.
  
(c)Number of Shares as to which such person has:

 

(i)Sole power to vote or to direct the vote: See Item 5 on the cover page(s) hereto.
  
(ii)Shared power to vote or to direct the vote: See Item 6 on the cover page(s) hereto.
  
(iii)Sole power to dispose or to direct the disposition of: See Item 7 on the cover page(s) hereto.
  
(iv)Shared power to dispose or to direct the disposition of: See Item 8 on the cover page(s) hereto.

 

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.

 

ITEM 7:Identification and Classification of the Subsidiary Which Acquired theSecurity Being Reported on By the Parent Holding Company:

 

Not applicable.

 

ITEM 8:Identification and Classification of Members of the Group:

 

Not applicable.

 

 

 

 

ITEM 9:Notice of Dissolution of a 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, other than activities solely in connection with a nomination under § 240.14a-11.

 

 

 

 

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: November 18, 2016 ADW Capital Partners, L.P.  
     
  By: ADW Capital Management, LLC  
  Its: General Partner  
       
  By: /s/ Adam D. Wyden           
    Name: Adam D. Wyden  
    Title: Sole Manager  
       
  ADW Capital Management, LLC  
       
  By: /s/ Adam D. Wyden          
    Name: Adam D. Wyden  
    Title: Sole Manager  
       
  Adam D. Wyden  
       
  /s/ Adam D. Wyden  

 

 

 

 

EXHIBIT INDEX

 

Exhibit Description of Exhibit
99.1

 

Joint Filing Agreement (filed herewith)

 

 

 

 

 

EXHIBIT 99.1

 

JOINT FILING AGREEMENT

 

November 18, 2016

 

Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.

 

IN WITNESS WHEREOF, each party hereto, being duly authorized, has caused this agreement to be executed and effective as of the date first written above.

 

ADW Capital Partners, L.P.  
     
  By: ADW Capital Management, LLC  
  Its: General Partner  
       
  By: /s/ Adam D. Wyden           
    Name: Adam D. Wyden  
    Title: Sole Manager  
       
  ADW Capital Management, LLC  
       
  By: /s/ Adam D. Wyden          
    Name: Adam D. Wyden  
    Title: Sole Manager  
       
  Adam D. Wyden  
       
  /s/ Adam D. Wyden