| Item 1. | |
| (a) | Name of issuer:
ADTRAN Holdings, Inc. |
| (b) | Address of issuer's principal executive offices:
901 EXPLORER BLVD, HUNTSVILLE, ALABAMA, 35806. |
| Item 2. | |
| (a) | Name of person filing:
This statement is filed by the entities and persons listed below, who are collectively referred herein as "Reporting Persons", with respect to the shares of Common Stock (as defined in Item 2(d) below) of the Company:
(i) Divisar Capital Management, LLC
(ii) Divisar Partners QP, L.P.
(iii) Steven Baughman |
| (b) | Address or principal business office or, if none, residence:
(i) Divisar Capital Management, LLC
275 Sacramento Street, 8th Floor
San Francisco, CA 94111
(ii) Divisar Partners QP, L.P.
275 Sacramento Street, 8th Floor
San Francisco, CA 94111
(iii) Mr. Steven Baughman
c/o Divisar Capital Management, LLC
275 Sacramento Street, 8th Floor
San Francisco, CA 94111 |
| (c) | Citizenship:
(i) Divisar Capital Management, LLC - DE
(ii) Divisar Partners QP, L.P. - DE
(iii) Mr. Steven Baughman - USA |
| (d) | Title of class of securities:
Common Stock, par value $0.01 |
| (e) | CUSIP No.:
00486H105 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (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 adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
|
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
|
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
|
| (h) | A savings associations 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) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
|
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
|
| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
Divisar Capital Management, LLC is an investment adviser that is registered under the Investment Advisers Act of 1940. Divisar Capital Management, LLC, which serves as the general partner and investment manager to each of Divisar Partners QP, L.P. and Divisar Partners, L.P., (collectively the "Funds"), may be deemed to be the beneficial owner of all shares of Common Stock held by the Funds. Mr. Steven Baughman, as CEO of Divisar Capital Management, LLC, with the power to exercise investment and voting discretion, may be deemed to be the beneficial owner of all shares of Common Stock held by the Funds.
Divisar Capital Management, LLC
Amount beneficially owned: 6,083,241
Divisar Partners QP, L.P
Amount beneficially owned: 5,683,299
Steven Baughman
Amount beneficially owned: 6,083,241 |
| (b) | Percent of class:
Based on 79,232,047 shares of Common Stock as of August 1, 2024, as represented by the Form 10-Q filed with the SEC on August 9, 2024.
Divisar Capital Management, LLC
Percent of Class: 7.7%
Divisar Partners QP, L.P
Percent of Class: 7.2%
Steven Baughman
Percent of Class: 7.7 %
|
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
Divisar Capital Management, LLC
Sole power to vote or to direct the vote: 0
Divisar Partners QP, L.P
Sole power to vote or to direct the vote: 0
Steven Baughman
Sole power to vote or to direct the vote: 0
|
| | (ii) Shared power to vote or to direct the vote:
Divisar Capital Management, LLC
Shared power to vote or to direct the vote: 6,083,241
Divisar Partners QP, L.P
Shared power to vote or to direct the vote: 5,683,299
Steven Baughman
Shared power to vote or to direct the vote: 6,083,241
|
| | (iii) Sole power to dispose or to direct the disposition of:
Divisar Capital Management, LLC
Sole power to dispose or to direct the disposition of: 0
Divisar Partners QP, L.P
Sole power to dispose or to direct the disposition of: 0
Steven Baughman
Sole power to dispose or to direct the disposition of: 0
|
| | (iv) Shared power to dispose or to direct the disposition of:
Divisar Capital Management, LLC
Shared power to dispose or to direct the disposition of: 6,083,241
Divisar Partners QP, L.P
Shared power to dispose or to direct the disposition of: 5,683,299
Steven Baughman
Shared power to dispose or to direct the disposition of: 6,083,241
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
| |
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
The Funds have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock covered by this Statement. |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
| |
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
See Note Above. |
| Item 8. | Identification and Classification of Members of the Group. |
| |
Not Applicable
|
| Item 9. | Notice of Dissolution of Group. |
| |
Not Applicable
|
Rule 13d-1(c)