UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)
Perma-Fix Environmental Services, Inc.
(Name of Issuer)
Common Stock, $0.001 Par Value
(Title of Class of Securities)
714157203
(CUSIP Number)
Vinita K. Paul
Vice President, Chief Compliance Officer, General Counsel and Secretary
Heartland Advisors, Inc.
790 N. Water Street, Suite 1200
Milwaukee, Wisconsin 53202
(414) 347-7777
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)
_______________________________
December 31, 2022
(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 Rule 13d-7 for other parties to whom copies are to be sent.
*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. 714157203 | |||
| 1. |
NAME OF REPORTING PERSON Heartland Advisors, Inc. | ||
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) | ||
| 3. | SEC USE ONLY | ||
| 4. |
SOURCE OF FUNDS OO – Funds of investment advisory clients | ||
| 5. |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] | ||
| 6. |
CITIZENSHIP OR PLACE OF ORGANIZATION Wisconsin | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. |
SOLE VOTING POWER 0 shares | |
| 8. |
SHARED VOTING POWER 1,015,500 shares | ||
| 9. |
SOLE DISPOSITIVE POWER 0 shares | ||
| 10. |
SHARED DISPOSITIVE POWER 1,110,500 shares | ||
| 11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,110,500 shares | ||
| 12. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] | ||
| 13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.3% | ||
| 14. |
TYPE OF REPORTING PERSON IA | ||
| CUSIP NO. 714157203 | |||
| 1. |
NAME OF REPORTING PERSON Heartland Holdings, Inc. | ||
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) | ||
| 3. | SEC USE ONLY | ||
| 4. |
SOURCE OF FUNDS OO – Funds of investment advisory clients | ||
| 5. |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] | ||
| 6. |
CITIZENSHIP OR PLACE OF ORGANIZATION Wisconsin | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. |
SOLE VOTING POWER 0 shares | |
| 8. |
SHARED VOTING POWER 1,015,500 shares | ||
| 9. |
SOLE DISPOSITIVE POWER 0 shares | ||
| 10. |
SHARED DISPOSITIVE POWER 1,110,500 shares | ||
| 11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,110,500 shares | ||
| 12. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] | ||
| 13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.3% | ||
| 14. |
TYPE OF REPORTING PERSON HC | ||
| CUSIP NO. 714157203 | |||
| 1. |
NAME OF REPORTING PERSON William R. Nasgovitz | ||
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) | ||
| 3. | SEC USE ONLY | ||
| 4. |
SOURCE OF FUNDS OO – Funds of investment advisory clients | ||
| 5. |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] | ||
| 6. |
CITIZENSHIP OR PLACE OF ORGANIZATION United States of America | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. |
SOLE VOTING POWER 0 shares | |
| 8. |
SHARED VOTING POWER 1,015,500 shares | ||
| 9. |
SOLE DISPOSITIVE POWER 0 shares | ||
| 10. |
SHARED DISPOSITIVE POWER 1,110,500 shares | ||
| 11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,110,500 shares | ||
| 12. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] | ||
| 13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.3% | ||
| 14. |
TYPE OF REPORTING PERSON IN, HC | ||
This Amendment No. 7 to Schedule 13D amends and supplements the Schedule 13D originally filed on July 27, 2016 (the “Original Schedule 13D”) as amended by Amendment No. 1 filed on July 25, 2017 (“Amendment No. 1”), by Amendment No. 2 filed on August 30, 2017, by Amendment No. 3 filed on January 10, 2020, by Amendment No. 4 filed on January 13, 2021, by Amendment No. 5 filed on September 14, 2021 and by Amendment No. 6 filed on November 16, 2021 (the Original Schedule 13D, as so amended, the “Amended Schedule 13D”) and is being filed jointly on behalf of Heartland Advisors, Inc., a Wisconsin corporation (“Heartland”), Heartland Holdings, Inc. (“HHI”), a Wisconsin corporation and William R. Nasgovitz, an individual (each a “Reporting Person,” and together, the “Reporting Persons”), relating to the common stock, $0.001 par value per share (the “Common Stock), of Perma-Fix Environmental Services, Inc., a Delaware corporation (the “Company”). The purpose of this Amendment No. 7 to Schedule 13D is to update the Reporting Persons identified in Item 2, to update Annex 1 and other information set forth in Item 2 and to update Heartland’s ownership of Common Stock on behalf of client accounts.
Unless otherwise defined or modified below, capitalized terms used in this Amendment No. 7 to Schedule 13D shall have the meaning ascribed to them in the Original Schedule 13D.
All disclosure for items contained in the Amended Schedule 13D where no new information is provided for such item in this Amendment No. 7 to Schedule 13D is incorporated herein by this reference.
Item 2. Identity and Background
Item 2 of the Amended Schedule 13D is hereby deleted and replace with the following:
This Amended Schedule 13D is being jointly filed by Heartland, HHI and William R. Nasgovitz.
Heartland is an investment adviser registered with the SEC that provides investment advisory services to Heartland Group, Inc., a registered investment company, as well as private investment advisory clients (collectively, the “Client Accounts”). As investment adviser to the Client Accounts, Heartland has the authority to invest the funds of the Client Accounts in securities (including shares of Common Stock of the Company) as well as the authority to purchase, vote and dispose of securities (including shares of Common Stock of the Company), and may thus be deemed the beneficial owner of the shares of the Company’s Common Stock held by Heartland on behalf of the Client Accounts.
HHI is the parent holding company of Heartland and files this Schedule solely as the parent company of Heartland and indirect beneficial owner of the Common Stock held by Heartland.
Mr. William R. Nasgovitz is the Chief Executive Officer as well as a director and control person of Heartland. By virtue of his control of Heartland, Mr. Nasgovitz may be deemed to have a beneficial interest in the shares of the Company’s Common Stock held by Heartland on behalf of the Client Accounts. Mr. Nasgovitz does not own any Common Stock for his own account and disclaims beneficial ownership of the shares of Common Stock reported herein. Information called for by Items 2-6 of Schedule 13D, if applicable, regarding the executive officers and directors of Heartland and HHI is set forth on Annex 1 attached hereto and incorporated herein by reference.
Heartland is a Wisconsin corporation. HHI is a Wisconsin corporation. Mr. Nasgovitz is a U.S. citizen. The principal business office address of Mr. Nasgovitz, HHI and Heartland is 790 North Water Street, Suite 1200, Milwaukee, WI 53202.
None of the Reporting Persons has, during the past five years, been convicted of any criminal proceeding (excluding traffic violations or similar misdemeanors).
None of the Reporting Persons has, during the last five years, 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.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Amended Schedule 13D is hereby deleted and replaced with the following:
Heartland has beneficially owned shares of Common Stock on behalf of Client Accounts for a number of years. As of December 31, 2022, Heartland beneficially owned an aggregate of 1,110,500 shares of the Company’s Common Stock. All shares of Common Stock held by Heartland on behalf of the Client Accounts were purchased with funds provided by the Client Accounts.
Item 5. Interest in Securities of the Issuer
Item 5 of the Amended Schedule 13D is hereby deleted and replaced with the following:
The aggregate percentage of shares of Common Stock reported owned by each person named herein is based upon 13,324,756 shares outstanding, which is the total number of shares of Common Stock outstanding as of November 1, 2022, as reported in the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 3, 2022.
As of December 31, 2022, as investment adviser to the Client Accounts, Heartland may be deemed the beneficial owner of 1,110,500 shares, or approximately 8.3%, of the Company’s Common Stock. The clients of Heartland, a registered investment adviser, including a series of a registered investment company and other managed accounts, have the right to receive or the power to direct the receipt of dividends and proceeds from the sale of shares of the Company’s Common Stock held by Heartland included in this Schedule 13D. The Heartland Value Fund, a series of Heartland Group, Inc., a registered investment company, owns greater than 5% of the Common Stock of the Company. Any remaining shares of Common Stock disclosed in this filing as owned by Heartland, HHI and Mr. Nasgovitz are owned by various other Client Accounts managed by Heartland on a discretionary basis. To the best of Heartland’s knowledge, as of December 31, 2022, none of the other Client Accounts owns more than 5% of the shares of the Company’s Common Stock outstanding.
Heartland, as investment adviser to the Client Accounts, may be deemed to have shared voting power with respect to 1,015,500 shares and shared dispositive power with respect to 1,110,500 shares of Common Stock. HHI, as parent company of Heartland, and Mr. Nasgovitz, as a control person of Heartland, may each be deemed to have shared voting power with respect to 1,015,500 shares of the Company’s Common Stock and shared dispositive power with respect to 1,110,500 shares and may thus be deemed the indirect beneficial owner of the shares beneficially owned by Heartland. Mr. Nasgovitz specifically disclaims beneficial ownership of such shares.
Item 7. Material to be filed as Exhibits
| Exhibit | Description |
| 1 | Joint Filing Agreement |
| 2 | Power of Attorney |
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: January 10, 2023
HEARTLAND ADVISORS, INC.
By: /s/ Vinita K. Paul
Name: Vinita K. Paul
Title: Vice President, Chief Compliance Officer,
General Counsel and Secretary
HEARTLAND HOLDINGS, INC.
By: /s/ Vinita K. Paul
Name: Vinita K. Paul
Title: Vice President, General Counsel and
Secretary
WILLIAM R. NASGOVITZ
By: /s/ Vinita K. Paul
Name: Vinita K. Paul
Title: Attorney in Fact for William R. Nasgovitz
(Pursuant to Power of Attorney Filed Herewith)
ANNEX 1
DIRECTORS AND EXECUTIVE OFFICERS OF REPORTING PERSONS
HEARTLAND ADVISORS, INC.
HEARTLAND HOLDINGS, INC.
The name and present principal occupation or employment of each director and executive officer of Heartland Advisors, Inc. and Heartland Holdings, Inc. are set forth below. The business address of each person is 790 North Water Street, Suite 1200, Milwaukee, WI 53202. All of the persons listed below are U.S. citizens. To the best of the Reporting Persons’ knowledge, during the last five years, no such person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and no such person was a party to any civil or administrative proceeding. No person named below is the beneficial owner of any shares of the Company’s Common Stock except Mr. William R. Nasgovitz may be deemed the indirect beneficial owner of the Common Stock as reported in this Schedule.
| Name | Principal Occupation |
| William J. Nasgovitz | Director and Chairman |
| William R. Nasgovitz | Director and Chief Executive Officer |
| Bradford A. Evans | Senior Vice President |
| Vinita K. Paul | Vice President, Chief Compliance Officer, General Counsel and Secretary |
| Nicole J. Best | Senior Vice President, Chief Financial Officer and Chief Administrative Officer |
| Michael D. Kops | Vice President |
| Colin P. McWey | Vice President |
| Andrew J. Fleming | Vice President |
| Troy W. McGlone | Vice President |
Exhibit 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing with the other reporting persons of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, $0.001 par value, of Perma-Fix Environmental Services, Inc. and that this Agreement be included as an Exhibit to such joint filing.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 10th day of January 2023.
HEARTLAND ADVISORS, INC.
By: /s/ Vinita K. Paul
Name: Vinita K. Paul
Title: Vice President, Chief Compliance Officer,
General Counsel and Secretary
HEARTLAND HOLDINGS, INC.
By: /s/ Vinita K. Paul
Name: Vinita K. Paul
Title: Vice President, General Counsel and
Secretary
WILLIAM R. NASGOVITZ
By: /s/ Vinita K. Paul
Name: Vinita K. Paul
Title: Attorney in Fact for William R. Nasgovitz
(Pursuant to Power of Attorney Filed Herewith)
Exhibit 2
POWER OF ATTORNEY
Power of Attorney
For Executing Forms 3, 4 and 5 and Schedule 13G/13D
Know all by these present, that the undersigned constitutes and appoints Vinita K. Paul his true and lawful attorney-in-fact to:
(1) complete and execute for and on behalf of the undersigned Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Act”) and the rules thereunder, or any successor laws and regulations;
(2) complete and execute for and on behalf of the undersigned filings on Schedule 13G and Schedule 13D in accordance with Section 13(d) of the Act, and the rules thereunder, or any successor laws and regulations;
(3) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete the execution of any such Forms 3, 4 or 5 or Schedules 13D and 13G and the timely filing of such forms with the United States Securities and Exchange Commission and any other 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 the Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his or her discretion.
The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary and 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 and hereby ratifies and confirms all that such attorney-in-fact 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 any of the undersigned’s responsibilities to comply with Section 16 or Section 13(d) of the Act and the rules thereunder.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 or 5, or Schedule 13G/13D, unless earlier revoked by the undersigned in a writing delivered to the foregoing attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 7th day of September, 2022.
/s/ William R. Nasgovitz
William R. Nasgovitz