UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
SERVOTRONICS, INC.
(Name of Issuer)
Common Stock, Par Value $0.20 per Share
(Title and Class of Securities)
817732100
(CUSIP Number)
Brent D. Baird
25 Melbourne Place
Buffalo, New York 14222
Tel. 716-830-6322
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
January 17, 2023
(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 which is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.
| * | 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. 817732100 | SCHEDULE 13D | Page 2 of 5 |
| 1. |
Names of Reporting Person:
Brent D. Baird | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only:
| |||||
| 4. | Source of Funds:
PF | |||||
| 5. | Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐. | |||||
| 6. | Citizenship or Place of Organization:
United States | |||||
| Number of shares Beneficially owned By each reporting Person with:
|
7. | Sole Voting Power:
273,661 shares of common stock | ||||
| 8. | Shared Voting Power:
-0- | |||||
| 9. | Sole Dispositive Power:
273,661 shares of common stock | |||||
| 10. | Shared Dispositive Power:
-0- | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person:
273,661 shares of common stock | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11):
Common Shares – 10.9% | |||||
| 14. | Type of Reporting Person:
IN | |||||
| CUSIP No. 817732100 | SCHEDULE 13D | Page 3 of 5 |
This Amendment No. 5 (“Amendment No. 5”) to Schedule 13D supplements and amends the Schedule 13D filed on September 30, 2021, as amended by Amendment No. 1 to Schedule 13D filed on December 20, 2021, Amendment No. 2 to Schedule 13D filed on January 4, 2022, Amendment No. 3 to Schedule 13D filed on February 17, 2022 and Amendment No. 4 to Schedule 13D filed on April 6, 2022 (collectively the “Prior Schedule 13D Filings”). Information reported in the Prior Schedule 13D Filings remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment No. 5. Unless otherwise indicated, capitalized terms used but not otherwise defined herein shall have the meaning assigned to such terms in the Prior Schedule 13D Filings. Responses to each item of this Amendment No. 5 are incorporated by reference into the response to each other item, as applicable.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 of the Prior Schedule 13D Filings is hereby replaced in its entirety as follows:
All of the shares of Common Stock owned by the Reporting Person were purchased by the Reporting Person with his personal funds. The total consideration paid for the 273,661 shares of Common Stock purchased by the Reporting Person was $3,039,060.
| Item 5. | Interest in Securities of the Issuer. |
Item 5(a), (b) and (c) of the Prior Schedule 13D Filings are hereby replaced in their entirety as follows:
(a) and (b) Reporting Person owns beneficially, and has the sole power to vote and dispose of, 273,661 shares of Common Stock or approximately 10.9% of the outstanding shares of Common Stock of the Company, based on 2,510,042 shares of Common Stock outstanding as of November 7, 2022, as set forth in the Company’s Quarterly Report on Form 10-Q for the Quarter ended September 30, 2022.
(c) The transactions in shares of Common Stock by Reporting Person since the date of the filing of Amendment No. 4 to the Schedule 13D were as follows:
| Nature and Date of Transaction |
Number of Shares of Common Stock Purchased | Price Per Share ($) | ||||
| Open Market Purchase – 12/12/22 |
12,000 | $ | 11.1013 | |||
| Open Market Purchase – 1/17/23 |
2,000 | $ | 11.1394 | |||
| Open Market Purchase – 1/17/23 |
2,000 | $ | 10.972 | |||
| Open Market Purchase – 1/17/23 |
1,000 | $ | 10.77 | |||
| Open Market Purchase – 1/17/23 |
1,000 | $ | 10.9837 | |||
| Open Market Purchase – 1/17/23 |
661 | $ | 11.0596 | |||
| Open Market Purchase – 1/18/23 |
1,000 | $ | 11.6671 | |||
| Open Market Purchase – 1/18/23 |
1,000 | $ | 11.353 | |||
| Open Market Purchase – 1/18/23 |
1,000 | $ | 11.2709 | |||
| Open Market Purchase – 1/18/23 |
2,000 | $ | 11.5639 | |||
| CUSIP No. 817732100 | SCHEDULE 13D | Page 4 of 5 |
| Item 7. | Material to be filed as Exhibits. |
24.1 Power of Attorney granted by Brent D. Baird to Craig M. Fischer, dated December 13, 2022.
SIGNATURES
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: January 19, 2023
| /s/ Craig M. Fischer, Attorney-in-Fact for Brent D. Baird |
| Brent D. Baird |
EXHIBIT 24
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and appoints Craig M. Fischer, and with full power of substitution, the undersigned’s true and lawful attorney-in-fact (such person and its substitutes being referred to herein as the “Attorney-in-Fact”), with full power to act for the undersigned and in the undersigned’s name, place and stead, in any and all capacities, to:
(1) prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the U.S. Securities and Exchange Commission (“SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any rule or regulation of the SEC;
(2) execute for and on behalf of the undersigned Forms 3, 4, and 5 in accordance with Section 16(a) of the Exchange Act and the rules thereunder, and any other forms or reports the undersigned may be required to file in connection with the undersigned’s ownership, acquisition, or disposition of securities of any of Servotronics Inc. (the “Company”);
(3) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, any amendment or amendments thereto, or any other form or report, and timely file such form or report with the SEC and any stock exchange or similar authority; and
(4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such Attorney-in-Fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such Attorney-in-Fact may approve in such Attorney-in-Fact’s discretion.
The undersigned hereby grants to such Attorney-in-Fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such Attorney-in-Fact, or such Attorney-in-Fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing Attorney-in-Fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Exchange Act.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the Attorney-in-Fact. This Power of Attorney revokes all previous powers of attorney with respect to the subject matter of this Power of Attorney.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 13th day of December, 2022.
| /s/ Brent D. Baird |
| Brent D. Baird |