NAPCO SECURITY TECHNOLOGIES, INC. |
(Name of Issuer)
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Common Stock, par value $0.01 per share |
(Title of Class of Securities)
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630402105 |
(CUSIP Number)
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Richard L. Soloway
333 Bayview Avenue
Amityville, NY 11701
(631) 842-9400
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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February 13, 2023 |
(Date of Event which Requires Filing of this Statement)
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1
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NAMES OF REPORTING PERSONS
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Richard L. Soloway
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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(b)
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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PF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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4,060,310
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8
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SHARED VOTING POWER
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0
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9
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SOLE DISPOSITIVE POWER
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4,060,310
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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4,060,310
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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11.0% (1)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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a. | This Schedule 13D/A is being filed by Richard Soloway (the "Reporting Person"). |
b. | The business/residence address for the Reporting Person is 333 Bayview Avenue, Amityville, NY 11701. |
c. | The present principal occupation of the Reporting Person is Chairman of the Board, President and Chief Executive Officer of the Issuer. |
d. | During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
e. | During the last five years, the Reporting Person has not 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. |
f. | The Reporting Person is a citizen of the United States. |
/s/ Richard L. Soloway
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Name: Richard L. Soloway
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(1)
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any Disposition or transfer of Lock-Up Securities to a family member, trust, or entity in which more than fifty percent of the voting interests are owned by the undersigned or the undersigned’s immediate family members (as defined in FINRA
Rule 5130(i)(5));
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(2)
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any bona fide gift;
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(3)
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any Disposition or transfer of Lock-Up Securities by will, intestate succession;
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(4)
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by operation of law pursuant to a qualified domestic order or in connection with a divorce settlement;
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(5)
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any transfer of Lock-Up Securities solely to cover applicable withholding taxes due upon the vesting of stock-based awards under the Company’s equity compensation plans;
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(6)
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the conversion or exchange of convertible or exchangeable Lock-Up Securities outstanding as of the date of this letter agreement so long as the underlying Company Securities remain subject to this letter agreement;
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(7)
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the forfeiture or surrender to the Company of Lock-Up Securities for failure to achieve vesting requirements associated with such Lock-Up Securities;
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(8)
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Dispositions or forfeiture of Lock-Up Securities of the undersigned or the retention of Lock-Up Securities by the Company to satisfy tax withholding obligations in connection with the vesting of restricted stock units or performance shares
or the settlement of deferred stock units of the Company;
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(9)
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the establishment or amendment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act (a “10b5-1 Plan”) for the transfer of Lock-Up Securities; provided
that (1) such plan does not provide for the transfer of Lock-Up Securities during the Lock-Up Period and (2) to the extent a public disclosure or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the
undersigned or the Company regarding the establishment, amendment or modification of such 10b5-1 Plan, such disclosure or filing shall include a statement to the effect that no transfer of Common Stock may be made under such 10b5-1 Plan
during the Lock-Up Period;
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(10)
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the Disposition or transfer of Lock-Up Securities pursuant to a 10b5-1 Plan in effect as of the date hereof and that has not been amended following the date hereof;
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(11)
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any Disposition or transfer of Lock-Up Securities pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction that is approved by the board of directors of the Company, made to all holders of the
Company Securities involving a Change of Control (as defined below) (including any support or voting agreement entered into in connection therewith), provided that in the event that the tender offer, merger, consolidation or other such
transaction is not completed, the Lock-Up Securities of the undersigned shall remain subject to the restrictions contained in this letter agreement;
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(12)
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with the prior written consent of the Company, the Disposition or transfer of up to an aggregate of 50,000 shares of Common Stock by the undersigned collectively with all other persons who are parties to similar such letter agreements with
the Representatives; or
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(13)
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any Disposition or transfer of Lock-Up Securities registered under the Registration Statement pursuant to and in connection with the Offering;
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Very truly yours,
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/s/ Richard L. Soloway |
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Name:
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Richard Soloway |
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Title:
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