Tecumseh Products Company
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Class A Common Stock, $1.00 par value
Class B Common Stock, $1.00 par value
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Class A - 878895200
Class B - 878895101
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August 1, 2013
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CUSIP Nos. 878895200/878895101
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13G/A
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Page 2 of 7 Pages
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1.
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Name of Reporting Person.
I.R.S. Identification Nos. of above persons (entities only).
Roumell Asset Management, LLC (“RAM”)
52-2145132
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2.
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Check the Appropriate Box if a Member of a Group
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(a) o
(b) o
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
Maryland
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
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5.
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Sole Voting Power
Class A – 187,000*
Class B – 10,400*
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6.
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Shared Voting Power
Class A – 614,799
Class B – 366,370
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7.
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Sole Dispositive Power
Class A – 187,000*
Class B – 10,400*
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8.
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Shared Dispositive Power
Class A – 614,799
Class B – 366,370
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
Class A – 801,799
Class B – 376,770
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares o Not Applicable
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11.
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Percent of Class Represented by Amount in Row (9)
Class A – 6.0% (based on the 13,401,938 shares of Class A common stock outstanding as of August 8, 2013, as reported on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013).
Class B – 7.4% (based on the 5,077,746 shares of Class B common stock outstanding as of August 8, 2013, as reported on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013).
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12.
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Type of Reporting Person
IA
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CUSIP Nos. 878895200/878895101
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13G/A
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Page 3 of 7 Pages
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1.
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Name of Reporting Person.
I.R.S. Identification Nos. of above persons (entities only).
James C. Roumell (“Roumell”)
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2.
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Check the Appropriate Box if a Member of a Group
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(c) o
(d) o
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
U.S.A.
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
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5.
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Sole Voting Power
Class A – 195,370*
Class B – 14,810*
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6.
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Shared Voting Power
Class A – 614,799**
Class B – 366,770**
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7.
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Sole Dispositive Power
Class A – 195,370*
Class B – 14,810*
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8.
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Shared Dispositive Power
Class A – 614,799**
Class B – 366,770**
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
Class A – 810,169**
Class B – 381,180**
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares o Not Applicable
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11.
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Percent of Class Represented by Amount in Row (9)
Class A – 6.1% (based on the 13,401,938 shares of Class A common stock outstanding as of August 8, 2013, as reported on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013).
Class B – 7.5% (based on the 5,077,746 shares of Class B common stock outstanding as of August 8, 2013, as reported on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013).
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12.
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Type of Reporting Person
IN
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*
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Includes 187,000 Class A shares and 10,400 Class B shares held by the Fund. See Item 6 for more information.
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**
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Roumell is the President of RAM and holds a controlling percentage of its outstanding voting securities and, as result of his position with and ownership of securities of RAM, Roumell could be deemed the beneficial owner of the shares beneficially owned by RAM.
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CUSIP Nos. 878895200/878895101
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13G/A
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Page 4 of 7 Pages
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Item 1(a).
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Name of Issuer:
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Tecumseh Products Company
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Item 1(b).
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Address of Issuer’s Principal Executive Offices:
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1136 Oak Valley Drive, Ann Arbor, Michigan 48108
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Item 2(a).
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Name of Persons Filing:
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1. Roumell Asset Management, LLC
2. James C. Roumell
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Item 2(b).
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Address of Principal Business Office or, if none, Residence:
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2 Wisconsin Circle, Suite 660, Chevy Chase, MD 20815
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Item 2(c).
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Citizenship:
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1. RAM – Maryland
2. Roumell – U.S.A.
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Item 2(d).
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Title of Class of Securities:
Class A Common Stock, $1.00 par value
Class B Common Stock, $1.00 par value
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Item 2(e).
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CUSIP Numbers:
Class A - 878895200
Class B - 878895101
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Item 3.
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If this statement is filed pursuant to Rule 13(d)-1(b), or 13(d)-2(b), or (c), check whether the person filing is a:
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(a)
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oBroker or dealer registered under Section 15 of the Exchange Act.
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(b)
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oBank as defined in Section 3(a)(6) of the Exchange Act.
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(c)
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oInsurance company as defined in Section 3(a)(19) of the Exchange Act.
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(d)
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oInvestment company registered under Section 8 of the Investment Company Act of 1940.
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(e)
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x*An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
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(f)
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oAn employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
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(g)
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x*A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
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(h)
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oA savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
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(i)
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oA church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.
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(j)
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oGroup, in accordance with Rule 13d-1(b)(1)(ii)(J).
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CUSIP Nos. 878895200/878895101
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13G/A
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Page 5 of 7 Pages
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(a)
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Amount beneficially owned:
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See Items 5-11 on the cover sheets of this Schedule 13G/A.
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(b)
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Percent of class:
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Class A 6.1% (based on the 13,401,938 shares of Class A common stock outstanding as of August 8, 2013, as reported on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013).
Class B 7.5% (based on the 5,077,746 shares of Class B common stock outstanding as of August 8, 2013, as reported on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013).
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(c)
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Number of shares as to which each person has:
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(i)
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Sole power to vote or to direct the vote
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Class A – 195,370 (includes 8,370 sharesheld by Roumell)
Class B – 14,810 (includes 4,410 sharesheld by Roumell)
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(ii)
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Shared power to vote or to direct the vote
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Class A – 614,799 (through RAM)
Class B – 366,370 (through RAM)
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(iii)
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Sole power to dispose or to direct the disposition of
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Class A – 195,370 (includes 8,370 sharesheld by Roumell)
Class B – 14,810 (includes 4,410 sharesheld by Roumell)
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(iv)
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Shared power to dispose or to direct the disposition of
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Class A – 614,799 (through RAM)
Class B – 366,370 (through RAM)
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Item 5. | Ownership of Five Percent or Less of a Class. |
Not applicable.
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Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
RAM is the investment advisor to the Fund. As investment advisor, RAM has investment and voting control over the shares held by the Fund and, therefore, it is the deemed beneficial owner of shares held by the Fund. | |
RAM has been granted discretionary dispositive power over its clients’ securities, other than in the event of an account liquidation requested by a client, and in most instances, RAM has voting power over such securities. Any and all discretionary authority which has been delegated to RAM may be revoked in whole or in part at any time. | |
Roumell is President of RAM and beneficially owns a controlling percentage of its outstanding voting securities. Roumell is joining in this Schedule 13G because, as a result of his position with and ownership of securities of RAM, Roumell could be deemed to have voting and/or investment power with respect to the shares beneficially owned by RAM. Roumell disclaims any deemed beneficial ownership in securities held by RAM, except to the extent of his pecuniary interest therein. | |
The reduction in beneficial ownership reflected in this filing of Schedule 13G resulted solely from account transfers and liquidations at the request of RAM’s clients. |
CUSIP Nos. 878895200/878895101
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13G/A
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Page 6 of 7 Pages
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
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Item 8.
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Identification and Classification of Members of the Group.
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Item 9.
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Notice of Dissolution Group.
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Item 10.
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Certification.
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CUSIP Nos. 878895200/878895101
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13G/A
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Page 7 of 7 Pages
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September 10, 2013
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(Date)
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/s/ James C. Roumell |
(Signature)
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Roumell Asset Management, LLC
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By: James C. Roumell, President
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(Name/Title)
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September 10, 2013
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(Date)
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/s/ James C. Roumell |
(Signature)
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By:
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/s/ James C. Roumell | |
James C. Roumell | |||
ROUMELL ASSET MANAGEMENT, LLC | |||
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By:
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/s/ James C. Roumell | |
James C. Roumell, President | |||