0000921895-21-000181.txt : 20210128 0000921895-21-000181.hdr.sgml : 20210128 20210128172433 ACCESSION NUMBER: 0000921895-21-000181 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20210128 DATE AS OF CHANGE: 20210128 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AVIAT NETWORKS, INC. CENTRAL INDEX KEY: 0001377789 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 205961564 STATE OF INCORPORATION: DE FISCAL YEAR END: 0702 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82448 FILM NUMBER: 21566502 BUSINESS ADDRESS: STREET 1: 200 PARKER DRIVE STREET 2: SUITE C100A CITY: AUSTIN STATE: TX ZIP: 78728 BUSINESS PHONE: 4089417100 MAIL ADDRESS: STREET 1: 200 PARKER DRIVE STREET 2: SUITE C100A CITY: AUSTIN STATE: TX ZIP: 78728 FORMER COMPANY: FORMER CONFORMED NAME: Aviat Networks Inc DATE OF NAME CHANGE: 20161109 FORMER COMPANY: FORMER CONFORMED NAME: AVIAT NETWORKS, INC. DATE OF NAME CHANGE: 20100128 FORMER COMPANY: FORMER CONFORMED NAME: HARRIS STRATEX NETWORKS, INC. DATE OF NAME CHANGE: 20100126 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Steel Excel Inc. CENTRAL INDEX KEY: 0000709804 STANDARD INDUSTRIAL CLASSIFICATION: OIL, GAS FIELD SERVICES, NBC [1389] IRS NUMBER: 942748530 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 590 MADISON AVENUE, 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 4089458600 MAIL ADDRESS: STREET 1: 590 MADISON AVENUE, 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: ADPT Corp DATE OF NAME CHANGE: 20100624 FORMER COMPANY: FORMER CONFORMED NAME: ADAPTEC INC DATE OF NAME CHANGE: 19920703 SC 13D/A 1 sc13da1007441014_01282021.htm AMENDMENT NO. 10 TO SCHEDULE 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 10)¹

Aviat Networks, Inc.

(Name of Issuer)

Common Stock, par value $0.01

(Title of Class of Securities)

05366Y102

(CUSIP Number)

Warren G. Lichtenstein

Steel Partners Holdings L.P.

590 Madison Avenue, 32nd Floor

New York, New York 10022

(212) 520-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

January 26, 2021

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

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 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. 05366Y102


	1	NAME OF REPORTING PERSON

			STEEL EXCEL INC.
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐

	3	SEC USE ONLY


	4	SOURCE OF FUNDS

			WC
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐


	6	CITIZENSHIP OR PLACE OF ORGANIZATION

			DELAWARE
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					- 0 -
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					423,537
PERSON WITH			9	SOLE DISPOSITIVE POWER

					- 0 -
			10	SHARED DISPOSITIVE POWER

					423,537
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

			423,537
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐


	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

			7.8%
	14	TYPE OF REPORTING PERSON

			CO

CUSIP No. 05366Y102


	1	NAME OF REPORTING PERSON

			STEEL PARTNERS HOLDINGS L.P.
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐

	3	SEC USE ONLY


	4	SOURCE OF FUNDS

			AF
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐


	6	CITIZENSHIP OR PLACE OF ORGANIZATION

			DELAWARE
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					- 0 -
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					423,537
PERSON WITH			9	SOLE DISPOSITIVE POWER

					- 0 -
			10	SHARED DISPOSITIVE POWER

					423,537
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

			423,537
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐


	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

			7.8%
	14	TYPE OF REPORTING PERSON

			PN

CUSIP No. 05366Y102


	1	NAME OF REPORTING PERSON

			SPH GROUP LLC
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐

	3	SEC USE ONLY


	4	SOURCE OF FUNDS

			AF
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐


	6	CITIZENSHIP OR PLACE OF ORGANIZATION

			DELAWARE
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					- 0 -
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					423,537
PERSON WITH			9	SOLE DISPOSITIVE POWER

					- 0 -
			10	SHARED DISPOSITIVE POWER

					423,537
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

			423,537
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐


	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

			7.8%
	14	TYPE OF REPORTING PERSON

			OO

CUSIP No. 05366Y102


	1	NAME OF REPORTING PERSON

			SPH GROUP HOLDINGS LLC
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐

	3	SEC USE ONLY


	4	SOURCE OF FUNDS

			AF
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐


	6	CITIZENSHIP OR PLACE OF ORGANIZATION

			DELAWARE
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					- 0 -
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					423,537
PERSON WITH			9	SOLE DISPOSITIVE POWER

					- 0 -
			10	SHARED DISPOSITIVE POWER

					423,537
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

			423,537
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐


	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

			7.8%
	14	TYPE OF REPORTING PERSON

			OO

CUSIP No. 05366Y102


	1	NAME OF REPORTING PERSON

			STEEL PARTNERS HOLDINGS GP INC.
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐

	3	SEC USE ONLY


	4	SOURCE OF FUNDS

			AF
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐


	6	CITIZENSHIP OR PLACE OF ORGANIZATION

			DELAWARE
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					- 0 -
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					423,537
PERSON WITH			9	SOLE DISPOSITIVE POWER

					- 0 -
			10	SHARED DISPOSITIVE POWER

					423,537
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

			423,537
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐


	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

			7.8%
	14	TYPE OF REPORTING PERSON

			CO

CUSIP No. 05366Y102

NAME OF REPORTING PERSON

KENNETH KONG

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

CITIZENSHIP OR PLACE OF ORGANIZATION

USA

NUMBER OF

SOLE VOTING POWER

BENEFICIALLY

17,418

OWNED BY

SHARED VOTING POWER

EACH

REPORTING

- 0 -

PERSON WITH

SOLE DISPOSITIVE POWER

17,418

SHARED DISPOSITIVE POWER

- 0 -

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

17,418

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

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

LESS THAN 1%

TYPE OF REPORTING PERSON

CUSIP No. 05366Y102

The following constitutes Amendment No. 10 to the Schedule 13D filed by the undersigned (“Amendment No. 10”). This Amendment No. 10 amends the Schedule 13D as specifically set forth herein.

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated to read as follows:

The aggregate purchase price of the 423,537 Shares owned directly by Steel Excel is approximately $7,931,448, including brokerage commissions. The Shares owned directly by Steel Excel were acquired with the working capital of Steel Excel.

The 17,418 Shares owned directly by Kenneth Kong were awarded to him in his capacity as a director of the Issuer.

Item 5.

Interest in Securities of the Issuer.

Items 5(a) and (c) are hereby amended and restated to read as follows:

(a) The aggregate percentage of Shares reported owned by each person named herein is based upon 5,461,438 Shares outstanding, which is the total number of Shares outstanding as of October 30, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 5, 2020.

As of the close of business on January 27, 2021, Steel Excel owned directly 423,537 Shares, constituting approximately 7.8% of the Shares outstanding. By virtue of their relationships with Steel Excel discussed in further detail in Item 2, each of SPHG Holdings, Steel Holdings, SPHG and Steel Holdings GP may be deemed to beneficially own the Shares owned directly by Steel Excel.

As of the close of business on January 27, 2021, Kenneth Kong owned directly 17,418 Shares, constituting less than 1% of the Shares outstanding.

(c) Schedule B annexed hereto lists all transactions in the Shares of the Issuer by Steel Excel since the filing of Amendment No. 9 to the Schedule 13D. All of such transactions were effected in the open market pursuant to a Rule 10b5-1 Trading Plan.

CUSIP No. 05366Y102

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: January 28, 2021	STEEL EXCEL INC.

	By:	/s/ Douglas B. Woodworth
		Douglas B. Woodworth, Treasurer


	STEEL PARTNERS HOLDINGS L.P.

	By:		Steel Partners Holdings GP Inc. General Partner

	By:	/s/ Douglas B. Woodworth
		Douglas B. Woodworth, Chief Financial Officer


	SPH GROUP LLC

	By:		Steel Partners Holdings GP Inc. Managing Member

	By:	/s/ Douglas B. Woodworth
		Douglas B. Woodworth, Chief Financial Officer


	SPH GROUP HOLDINGS LLC

	By:		Steel Partners Holdings GP Inc. Manager

	By:	/s/ Douglas B. Woodworth
		Douglas B. Woodworth, Chief Financial Officer


	STEEL PARTNERS HOLDINGS GP INC.

	By:	/s/ Douglas B. Woodworth
		Douglas B. Woodworth, Chief Financial Officer

	/s/ Kenneth Kong
	Kenneth Kong

CUSIP No. 05366Y102

Schedule B

Transactions in the Shares Since the Filing of Amendment No. 9 to the Schedule 13D

Shares of Common Stock

Purchased / (Sold)

Price Per

Share($)

Date of

Purchase / Sale

Steel Excel inc.

(31,787)	37.8513	1/25/2021
(79,563)	37.8585	1/26/2021
(18,858)	37.0275	1/27/2021