Filing Details

Accession Number:
0001104659-19-036726
Form Type:
13D Filing
Publication Date:
2019-06-20 16:36:20
Filed By:
Bronson Steven N
Company:
Qualstar Corp (NASDAQ:QBAK)
Filing Date:
2019-06-20
SEC Url:
13D Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
131,284 610,000 131,284 610,000 741,284 38.3%
0 600,000 0 600,000 600,000 31.0%
600,000 0 600,000 0 600,000 31.0%
Filing

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington. D.C. 20549

 

 

 

 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 17)*

 

Qualstar Corporation

(Name of Issuer)

 

Common Stock, no par value

(Title of Class of Securities)

 

74758R208

(CUSIP Number)

 

Steven N. Bronson

BKF Capital Group, Inc.

BKF Asset Holdings, Inc.

31248 Oak Crest Drive, Suite 110

Westlake Village, California 91361

(805) 583-7744

 

with a copy to:

 

Stubbs Alderton & Markiles, LLP

15260 Ventura Blvd., 20th Floor

Sherman Oaks, California 91403

 (818) 444-4500

Attention:  Jonathan Friedman

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

May 31, 2019

(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.l3d-l(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

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 persons 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 in 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. 74758R208

 

 

1

Name of Reporting Person
I.R.S. Identification Number (Entity Only)

 

Steven N. Bronson

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
N/A

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
usa

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
131,284

 

8

Shared Voting Power
610,000

 

9

Sole Dispositive Power
131,284

 

10

Shared Dispositive Power
610,000

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
741,284

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
38.3%(1)

 

 

14

Type of Reporting Person
IN

 


(1) Based on 1,936,510 shares issued and outstanding as of May 31, 2019.

 

1


 

CUSIP No. 74758R208

 

 

1

Name of Reporting Person
I.R.S. Identification Number (Entity Only)

BKF Capital Group, Inc.
EIN 36-0767530

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
N/A

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
0

 

8

Shared Voting Power
600,000

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
600,000

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
600,000

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
31.0%(2)

 

 

14

Type of Reporting Person
CO

 


(2) Based on 1,936,510 shares issued and outstanding as of May 31, 2019.

 

2


 

CUSIP No. 74758R208

 

 

1

Name of Reporting Person
I.R.S. Identification Number (Entity Only)

BKF Asset Holdings, Inc.
EIN 90-0941288

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
WC

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
600,000

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
600,000

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
600,000(3)

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
31.0%

 

 

14

Type of Reporting Person
CO

 


(3) Based on 1,936,510 shares issued and outstanding as of May 31, 2019.

 

3


 

This Amendment No. 17 (Amendment No. 17) amends and supplements the statement on Schedule 13D filed by Steven N. Bronson (Mr. Bronson), BKF Capital Group, Inc. (BKF Capital) and BKF Asset Holdings, Inc. (BKF AH and together with Mr. Bronson and BKF Capital, the Reporting Persons) on January 3, 2011, as amended and supplemented through the date hereof (as so amended and supplemented, the Schedule 13D), with respect to the shares of common stock, no par value per share (the Common Stock) of Qualstar Corporation, a California corporation, with its principal offices located at 130 West Cochran Street, Unit C, Simi Valley, CA 93065 (the Issuer or Qualstar). Except as expressly amended by this Amendment No. 17, the Schedule 13D remains in full force and effect.

 

The purpose of this Amendment No. 17 is to report an increase in the percentage of the Reporting Persons beneficial ownership of shares of Common Stock as a result of certain purchases of shares of Common Stock made by BKF AH, as described in this Amendment No. 17.

 

Item 1. Security and Issuer.

 

This Schedule 13D relates to the Common Stock of Qualstar Corporation, a California corporation, with its principal offices located at 130 West Cochran Street, Unit C, Simi Valley, CA 93065.

 

Item 2. Identity and Background.

 

(a) This Amendment No. 17 is filed on behalf of Mr. Bronson, BKF Capital and BKF AH.

 

(b) The business address of Mr. Bronson, BKF Capital and BKF AH is 31248 Oak Crest Drive, Suite 110, Westlake Village, CA 91361.

 

(c) Mr. Bronson is the CEO of Qualstar. Mr. Bronson is also the Chairman, CEO and majority shareholder of BKF Capital. BKF AH is a wholly owned subsidiary of BKF Capital.

 

(d) During the last five years Mr. Bronson, BKF Capital and BKF AH have not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e) During the last five years, Mr. Bronson, BKF Capital and BKF AH have not 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 further violations of, or prohibiting or mandating activities subject to the federal or state securities laws or finding any violation with respect to such laws.

 

(f) Mr. Bronson is a citizen of the United States of America. BKF Capital and BKF AH are organized under the laws of the State of Delaware.

 

Item 3. Source and Amount of Funds or Other Consideration.

 

From May 13, 2019 through May 31, 2019, BKF AH acquired an aggregate of 51,915 shares of Common Stock in open market transactions using its corporate funds.  These transactions were made at an average purchase price of $5.3982 per share for an aggregate amount of $280,249.  The information set forth in Item 5(c) is herein incorporated by reference.

 

Item 4. Purpose of Transaction.

 

The Reporting Persons acquired the securities of the Issuer for investment purposes and may make further purchases or sales of shares of Common Stock through open market or privately negotiated transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.

 

4


 

Item 5. Interest in Securities of the Issuer.

 

(a) BKF AH beneficially owns an aggregate of 600,000 shares of Common Stock, all of which are held directly by BKH AH, representing approximately 31.0% of the total shares of Common Stock deemed outstanding. BKF Capital beneficially owns an aggregate of 600,000 shares of Common Stock, all of which are held indirectly through BKF AH, representing approximately 31.0% of the total shares of Common Stock deemed outstanding. Mr. Bronson is the Chairman, CEO and majority shareholder of BKF Capital and thus may be deemed to be the beneficial owner of the shares of Common Stock held by BKF Capital. Mr. Bronson beneficially owns an additional 141,284 shares of Common Stock (which consists of 24,617 shares of Common Stock, 10,000 of which are held by Mr. Bronsons spouse, and fully-vested options to acquire 116,667 shares of Common Stock). Accordingly, Mr. Bronson may be deemed to beneficially own an aggregate of 741,284 shares of Common Stock, representing approximately 38.3% of the total shares of Common Stock deemed outstanding.

 

(b) The information set forth in rows 7 through 10 of the cover pages attached hereto are incorporated herein by reference.

 

(c) The following open market transactions were effected by BKF AH during the past sixty (60) days:

 

Trade Date

 

Buy/Sell

 

Number of Shares

 

Price Per Share ($)

 

05/13/2019

 

Buy

 

13,187

 

4.6903

 

05/14/2019

 

Buy

 

1,400

 

4.7958

 

05/15/2019

 

Buy

 

4,607

 

5.0818

 

05/16/2019

 

Buy

 

2,699

 

5.447

 

05/17/2019

 

Buy

 

9,082

 

5.6071

 

05/20/2019

 

Buy

 

6,122

 

5.726

 

05/21/2019

 

Buy

 

99

 

5.75

 

05/23/2019

 

Buy

 

1,310

 

5.7232

 

05/28/2019

 

Buy

 

6,951

 

5.8959

 

05/30/2019

 

Buy

 

2,500

 

6.003

 

05/31/2019

 

Buy

 

3,958

 

5.9463

 

 

(d) Not applicable.

 

(e) Not applicable.

 

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

Not applicable.

 

Item 7.   Material to be Filed as Exhibits.

 

Not applicable.

 

5


 

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: June 19, 2019

 

 

 

Steven N. Bronson

 

 

 

 

 

/s/ Steven N. Bronson

 

 

Steven N. Bronson

 

 

 

 

 

BKF Capital Group, Inc.

 

 

 

 

By:

/s/ Steven N. Bronson

 

 

Steven N. Bronson, President

 

 

 

 

 

BKF Asset Holdings, Inc.

 

 

 

 

By:

/s/ Steven N. Bronson

 

 

Steven N. Bronson, President

 

6