Document
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
PAR Technology Corporation
(Name of Issuer)
Common Stock, par value $0.02 per share
(Title of Class of Securities)
69884103
(CUSIP Number)
December 31, 2020
(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).
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1 | NAMES OF REPORTING PERSONS
John W. Sammon, Jr. |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)☐
(b)☐ |
3 | SEC USE ONLY |
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
1,205,064 |
6 | SHARED VOTING POWER
20,720 |
7 | SOLE DISPOSITIVE POWER
1,201,618 |
8 | SHARED DISPOSITIVE POWER
20,720 |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,225,784 |
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐ |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.67% of Common Stock (1) |
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN |
(1) Based on 21,616,748 shares of PAR Technology Corporation common stock outstanding as of November 1, 2020 as reported in its Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 6, 2020.
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1 | NAMES OF REPORTING PERSONS
Deanna Sammon |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)☐
(b)☐ |
3 | SEC USE ONLY |
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 |
6 | SHARED VOTING POWER
20,720 |
7 | SOLE DISPOSITIVE POWER
0 |
8 | SHARED DISPOSITIVE POWER
20,720 |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,720 |
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☒ Excludes 1,205,064 shares owned by Reporting Person’s spouse, John W. Sammon, as to which she disclaims beneficial ownership. |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.10% of Common Stock (1) |
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN |
(1) Based on 21,616,748 shares of PAR Technology Corporation common stock outstanding as of November 1, 2020 as reported in its Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 6, 2020.
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1 | NAMES OF REPORTING PERSONS
J.W. Sammon Corp. |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)☐
(b)☐ |
3 | SEC USE ONLY |
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
New York |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SHARED VOTING POWER
20,620 |
6 | SOLE DISPOSITIVE POWER
0 |
7 | SHARED DISPOSITIVE POWER
20,620 |
8 | SHARED DISPOSITIVE POWER
0 |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,620 |
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
|
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.10% of Common Stock (1) |
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO |
(1) Based on 21,616,748 shares of PAR Technology Corporation common stock outstanding as of November 1, 2020 as reported in its Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 6, 2020.
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1 | NAMES OF REPORTING PERSONS
Sammon Family Limited Partnership |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)☐
(b)☐ |
3 | SEC USE ONLY |
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
New York |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 |
6 | SHARED VOTING POWER
0 |
7 | SOLE DISPOSITIVE POWER
0 |
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)
0.00% of Common Stock (1) |
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN |
(1) Based on 21,616,748 shares of PAR Technology Corporation common stock outstanding as of November 1, 2020 as reported in its Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 6, 2020.
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Item 1.
(a) Name of Issuer
PAR Technology Corporation
(b) Address of Issuer’s Principal Executive Offices
PAR Technology Park
8383 Seneca Turnpike
New Hartford, NY 13413
Item 2.
(a) Name of Person Filing
John W. Sammon, Jr. (“JW Sammon”)
Deanna D. Sammon (“DD Sammon”)
J.W. Sammon Corp. (“JWSCorp”)
(b) Address of Principal Business Office or, if none, Residence
JW Sammon: 8383 Seneca Turnpike, New Hartford, NY 13413
DD Sammon: 8383 Seneca Turnpike, New Hartford, NY 13413
JWSCorp: 408 Lomond Place, Utica, NY 13502
(c) Citizenship
JW Sammon and DD Sammon are citizens of the United States of America.
JWSCorp is a New York corporation.
(d) Title of Class of Securities
Common Stock, par value $0.02 per share
(e) CUSIP Number
CUSIP No. 69884103
Item 3. If this statement is filed pursuant to section 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
Not applicable
(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 advisor in accordance with section 240.13d-1(b)(1)(ii)(E).
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(f) ☐ An employee benefit plan or endowment fund in accordance with section 240.13d-1(b)(1)(ii)(F).
(g) ☐ A parent holding company or control person in accordance with section 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) ☐ Group, in accordance with section 240.13d-1(b)(1)(ii)(J).
Item 4. Ownership
(a) Amount beneficially owned.
JW Sammon may be deemed the beneficial owner of 1,225,784 shares. This number consists of (i) 1,205,064 shares held for the account of JW Sammon, which includes 3,446 shares of restricted stock that vest on the earlier of 12 months from the grant date or the date of the Company’s 2021 Annual Shareholders’ Meeting, (ii) 100 shares held for the joint account of JW Sammon and DD Sammon, and (iii) 20,620 shares held for the account of JWSCorp by virtue of JW Sammon’s position as an officer and 50% shareholder of JWSCorp. JW Sammon has voting power but not dispositive power with respect to the 3,446 unvested shares of restricted stock.
DD Sammon may be deemed the beneficial owner of 20,720 shares. This number consists of (i) 100 shares held for the joint account of DD Sammon and JW Sammon and (ii) 20,620 shares held for the account of JWSCorp by virtue of DD Sammon’s position as an officer and 50% shareholder of JWSCorp.
JWSCorp may be deemed the beneficial owner of 20,620 shares held for its own account.
(b) Percent of class:
JW Sammon may be deemed to beneficially own 5.67%, DD Sammon may be deemed to beneficially own 0.10%, and JWSCorp may be deemed to beneficially own 0.10%.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
JW Sammon has sole power to vote or direct the vote of 1,205,064 shares.
JWSCorp may be deemed to have the sole power to vote or direct the vote of 20,620 shares held for its own account.
(ii) Shared power to vote or to direct the vote
JW Sammon has shared power to vote or direct the vote of 20,720 shares consisting of (i) 100 shares held for the joint account of JW Sammon and DD Sammon and (ii) 20,620 shares held for the account of JWSCorp by virtue of his position as an officer and 50% shareholder of JWSCorp.
DD Sammon has shared power to vote or direct the vote of 20,720 shares consisting of (i) 100 shares held for the joint account of DD Sammon and JW Sammon and (ii) 20,620 shares held for the account of JWSCorp by virtue of her position as an officer and 50% shareholder of JWSCorp.
(iii) Sole power to dispose or to direct the disposition of
JW Sammon has the sole power to dispose or direct the disposition of 1,201,618 shares held for his own account.
JWSCorp may be deemed to have the sole power to dispose or direct the disposition of 20,620 shares held for its own account.
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(iv) Shared power to dispose or to direct the disposition of
JW Sammon has the shared power to dispose or direct the disposition of 20,720 shares consisting of (i) 100 shares held for the joint account of JW Sammon and DD Sammon and (ii) 20,620 shares held for the account of JWSCorp by virtue of his position as an officer and 50% shareholder of JWSCorp.
DD Sammon has shared power to dispose or direct the disposition of 20,720 shares consisting of (i) 100 shares held for the joint account of DD Sammon and JW Sammon and (ii) 20,620 shares held for the account of JWSCorp by virtue of her position as an officer and 50% shareholder of JWSCorp.
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 the Security 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 Group
Not applicable.
Item 10. Certification
Not applicable.
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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: February 16, 2021
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| /s/ John W. Sammon, Jr. |
| Signature |
| |
| John W. Sammon, Jr. |
| Name |
| |
| An Individual |
Date: February 16, 2021
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| /s/ Deanna D. Sammon |
| Signature |
| |
| Deanna D. Sammon |
| Name |
| |
| An Individual |
Date: February 16, 2021 J.W. Sammon Corp.
| | | | | | | | |
| By: | /s/ John W. Sammon, Jr. |
| | Signature |
| | |
| Name: | John W. Sammon, Jr. |
| Title: | President |
Date: February 16, 2021 Sammon Family Limited Partnership
| | | | | | | | |
| By: | John W. Sammon Corp., its General Partner |
| | |
| By: | /s/ John W. Sammon, Jr. |
| | Signature |
| | |
| Name: | John W. Sammon, Jr. |
| Title: | President |
Exhibit 1
JOINT FILING AGREEMENT
The undersigned agree that this Schedule 13G, and all amendments thereto, relating to the common stock of PAR Technology Corporation shall be filed on behalf of the undersigned pursuant to Rule 13d-1(k) of the Securities Exchange Act of 1934.
February 14, 2017
| | | | | | | | |
| | /s/ John W. Sammon |
| | John W. Sammon |
| | |
| | /s/ Deanna D. Sammon |
| | Deanna D. Sammon |
| | |
| | J.W. Sammon Corp. |
| By: | /s/ John W. Sammon, Jr. |
| Name: | John W. Sammon, Jr. |
| Title: | President |
| | |
| | Sammon Family Limited Partnership |
| By: | John W. Sammon Corp., its General Partner |
| By: | /s/ John W. Sammon, Jr. |
| Name: | John W. Sammon, Jr. |
| Title: | President |