13D Filing: Zeff Capital, LP and TSR Inc (TSRI)

SCHEDULE 13D

This Amendment No. 2 (this “Amendment”)
to Schedule 13D amends the Schedule 13D (as previously amended, the “Schedule 13D”) filed by Zeff Capital, LP, Zeff
Holding Company, LLC and Daniel Zeff (collectively, the “Reporting Persons”), with respect to the securities of TSR,
Inc. (the “Company”), on June 12, 2017, as amended by Amendment No. 1 thereto, filed by the Reporting Persons on June
12, 2017.

Capitalized terms used, but not otherwise defined herein,
shall have the meanings given to them in the Schedule 13D.

Item5.

Interests in Securities of the Issuer

Item 5 of the Schedule 13D is hereby amended and
restated in its entirety to read as follows:

(a)

The aggregate percentage of the outstanding shares of Common Stock reported owned by each Reporting Person is based upon 1,962,062 shares of Common Stock outstanding as of March 31 , 2017, as reported in the Company’s Form 10-Q for the quarter ended February 28, 2017.

As of the close of business on June 13, 2017:

(i)

Capital beneficially owns 91,076 shares of Common Stock constituting approximately 4.6% of the shares of Common Stock outstanding;

(ii)

Holding beneficially owns 0 shares of Common Stock held by Capital, of which Holding is the general partner, constituting 0% of the shares of Common Stock outstanding; and

(iii)

Mr. Zeff beneficially owns 0 shares of Common Stock constituting 0% of the shares of Common Stock outstanding;

(b)

Capital has the sole power to vote or to direct the vote and to dispose or to direct the disposition of the 91,076 shares of Common Stock reported herein as being beneficially owned by it, which power is exercisable by Mr. Zeff as the sole manager of Holding, Capital’s general partner.

(c)

On June 13, 2017, Capital purchased 1,168 shares of Common Stock at a price of $9.95 per share, and sold an aggregate of 50,719 shares of Common Stock at the weighted average prices indicated below:

 

	Shares	Weighted Average Price
	[28,775]	$10.16 (1)(3)
	[21,944]	$9.23 (2)(3)

 

(1)

The shares were sold in multiple transactions at prices ranging from $9.72 to $10.63, inclusive.

(2)

The shares were sold in multiple transactions at prices ranging from $9.02 to $9.33, inclusive.

(3)

The Reporting Persons undertake to provide to the Company, any security holder of the Company or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (1) and (2).

(d)

No other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock.

(e)

As of June 13, 2017, the Reporting Persons ceased to beneficially own more than five percent of the Common Stock.