Filing Details

Accession Number:
0001915673-23-000026
Form Type:
13D Filing
Publication Date:
2023-05-31 20:00:00
Filed By:
Star Equity Fund, Lp
Company:
Servotronics Inc (LON:SVT)
Filing Date:
2023-06-01
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
STAR EQUITY FUND 135,000 135,000 135,000 5.35%
STAR EQUITY FUND GP 135,000 135,000 135,000 5.35%
STAR INVESTMENT MANAGEMENT 135,000 135,000 135,000 5.35%
STAR EQUITY HOLDINGS, INC 135,000 135,000 135,000 5.35%
JEFFREY E. EBERWEIN 135,000 135,000 135,000 5.35%
STAR VALUE 135,000 135,000 135,000 5.35%
RICHARD K. COLEMAN, JR 0 0 0 0%
G. MARK POMEROY 0 0 0 0%
Filing

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
______________

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)

(Amendment No. 4)1

Servotronics, Inc.
(Name of Issuer)

Common Stock, par value $0.20 per share
(Title of Class of Securities)

817732100
(CUSIP Number)


JEFFREY E. EBERWEIN
STAR EQUITY FUND, LP
53 Forest Avenue, Suite 101
Old Greenwich, Connecticut 06870
(203) 489-9504
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

June 1, 2023
(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 Rule 13d-1(e), 13d-1(f) or 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.
1    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, as amended (“Exchange 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. 817732100

1
NAME OF REPORTING PERSONS

STAR EQUITY FUND, LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) ☒
(b) ☐
3SEC USE ONLY
4
SOURCE OF FUNDS
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)☐
6
CITIZENSHIP OR PLACE OF ORGANIZATION

DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH7
SOLE VOTING POWER

135,000
8
SHARED VOTING POWER

- 0 -
9
SOLE DISPOSITIVE POWER

135,000
10
SHARED DISPOSITIVE POWER

- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

135,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES☐
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.35%
14
TYPE OF REPORTING PERSON

PN

2
CUSIP No. 817732100

1
NAME OF REPORTING PERSONS

STAR EQUITY FUND GP, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) ☒
(b) ☐
3SEC USE ONLY
4
SOURCE OF FUNDS
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)☐
6
CITIZENSHIP OR PLACE OF ORGANIZATION

DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH7
SOLE VOTING POWER

135,000
8
SHARED VOTING POWER

- 0 -
9
SOLE DISPOSITIVE POWER

135,000
10
SHARED DISPOSITIVE POWER

- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

135,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES☐
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.35%
14
TYPE OF REPORTING PERSON

OO


3
CUSIP No. 817732100

1
NAME OF REPORTING PERSONS

STAR INVESTMENT MANAGEMENT, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) ☒
(b) ☐
3SEC USE ONLY
4
SOURCE OF FUNDS
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)☐
6
CITIZENSHIP OR PLACE OF ORGANIZATION

CONNECTICUT
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH7
SOLE VOTING POWER

135,000
8
SHARED VOTING POWER

- 0 -
9
SOLE DISPOSITIVE POWER

135,000
10
SHARED DISPOSITIVE POWER

- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

135,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES☐
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.35%
14
TYPE OF REPORTING PERSON

OO


4
CUSIP No. 817732100

1
NAME OF REPORTING PERSONS

STAR EQUITY HOLDINGS, INC.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) ☒
(b) ☐
3SEC USE ONLY
4
SOURCE OF FUNDS
AF, OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)☐
6
CITIZENSHIP OR PLACE OF ORGANIZATION

DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH7
SOLE VOTING POWER

135,000
8
SHARED VOTING POWER

- 0 -
9
SOLE DISPOSITIVE POWER

135,000
10
SHARED DISPOSITIVE POWER

- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

135,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES☐
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.35%
14
TYPE OF REPORTING PERSON

CO


5
CUSIP No. 817732100

1
NAME OF REPORTING PERSONS

JEFFREY E. EBERWEIN
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) ☒
(b) ☐
3SEC USE ONLY
4
SOURCE OF FUNDS
AF, PF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)☐
6
CITIZENSHIP OR PLACE OF ORGANIZATION

USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH7
SOLE VOTING POWER

135,000
8
SHARED VOTING POWER

- 0 -
9
SOLE DISPOSITIVE POWER

135,000
10
SHARED DISPOSITIVE POWER

- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

135,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES☐
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.35%
14
TYPE OF REPORTING PERSON

IN


6
CUSIP No. 817732100

1
NAME OF REPORTING PERSONS

STAR VALUE, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) ☒
(b) ☐
3SEC USE ONLY
4
SOURCE OF FUNDS
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)☐
6
CITIZENSHIP OR PLACE OF ORGANIZATION

DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH7
SOLE VOTING POWER

135,000
8
SHARED VOTING POWER

- 0 -
9
SOLE DISPOSITIVE POWER

135,000
10
SHARED DISPOSITIVE POWER

- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

135,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES☐
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.35%
14
TYPE OF REPORTING PERSON

OO



















7
CUSIP No. 817732100

1
NAME OF REPORTING PERSONS

RICHARD K. COLEMAN, JR.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) ☒
(b) ☐
3SEC USE ONLY
4
SOURCE OF FUNDS

5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)☐
6
CITIZENSHIP OR PLACE OF ORGANIZATION

USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH7
SOLE VOTING POWER

-0-
8
SHARED VOTING POWER

- 0 -
9
SOLE DISPOSITIVE POWER

-0-
10
SHARED DISPOSITIVE POWER

- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

-0-
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES☐
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0%
14
TYPE OF REPORTING PERSON

IN


















8
CUSIP No. 817732100
1
NAME OF REPORTING PERSONS

G. MARK POMEROY
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) ☒
(b) ☐
3SEC USE ONLY
4
SOURCE OF FUNDS

5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)☐
6
CITIZENSHIP OR PLACE OF ORGANIZATION

USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH7
SOLE VOTING POWER

-0-
8
SHARED VOTING POWER

- 0 -
9
SOLE DISPOSITIVE POWER

-0-
10
SHARED DISPOSITIVE POWER

- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

-0-
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES☐
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0%
14
TYPE OF REPORTING PERSON

IN



















9
CUSIP No. 817732100

The following constitutes Amendment No. 4 ("Amendment No. 4") to the 13D filed by the undersigned on November 14, 2022 (the "Schedule 13D"). This Amendment No. 4 amends the Schedule 13D as specifically set forth herein.


Item 2.        Identity and Background.

Item 2 is hereby amended to add the following:

In connection with the withdrawal of Star Equity Fund’s nominees for election at the Issuer’s 2023 annual meeting of stockholders (the “Annual Meeting”), Richard K. Coleman, Jr. and G. Mark Pomeroy are no longer members of the Section 13(d) group and shall cease to be Reporting Persons immediately upon the filing of this Amendment No. 4 to the Schedule 13D, at which time the Joint Filing and Solicitation Agreement, described in Item 6, is also terminated. The remaining Reporting Persons will continue filing statements on Schedule 13D with respect to their beneficial ownership of securities of the Issuer to the extent required by applicable law. Each of the remaining Reporting Persons is party to the Joint Filing Agreement, as further described in Item 6 below.

Item 4.     Purpose of Transaction.

Item 4 is hereby amended to add the following:

On May 31, 2023, Star Equity Fund issued in a press release ("May 31st PR") where it reiterated its belief that the incumbent Board, specifically, Edward Cosgrove, Christopher Marks, and William Farrell lacks the necessary experience and expertise to change the trajectory at the Issuer. Star Equity Fund also emphasized that although the Issuer announced its intent to sell the Issuer's Consumer Products Group after pressure from Star Equity Fund's campaign, intent does not drive shareholder value, but rather execution drives value.

Star Equity Holdings further stated its belief that the long-suffering shareholders of the Issuer would be better served by the Issuer exploring strategic alternatives with strategic buyers for ALLits assets, which includes both its Consumer Products Group and Aerospace segments, in addition to real estate assets.
Star Equity Fund further emphasized their view by stating the continued directorship of Cosgrove, Marks, and Farrell is an impediment to further positive change and harmful to shareholders’ interests, given their inability to orchestrate a much-needed turnaround at the Issuer evidenced by their past poor performance.
The foregoing description of the press release is qualified in its entirety by reference to the full text of the press release, which is attached hereto as Exhibit 99.9 and is incorporated herein by reference.
On June 1, 2023, Star Equity Fund withdrew its nomination of Messrs. Coleman and Pomeroy for election to the Board at the Annual Meeting.
10
CUSIP No. 817732100
Item 6.Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Item 6 is hereby amended to add the following:
On June 1, 2023, the Issuer acknowledged receipt of Star Equity Fund's notice of withdrawal of its slate of directors for nomination to the Board at the Annual Meeting (the “Withdrawal Notice”) notifying the Issuer that it withdrew its nomination of Richard K. Coleman, Jr. and G. Mark Pomeroy for election to the Board at the Annual Meeting.
On June 1, 2023, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons who will remain Reporting Persons subsequent to this Amendment No. 4 agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached hereto as Exhibit 99.10 and is incorporated herein by reference.

Item 7.Material to be Filed as Exhibits.

Item 7 is hereby amended to add the following:

The following items are filed as exhibits:

11
CUSIP No. 817732100

SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: June 1, 2023
Star Equity Fund, LP
By:
Star Equity Fund GP, LLC
General Partner
By:/s/ Jeffrey E. Eberwein
Name:Jeffrey E. Eberwein
Title:Manager
Star Equity Holdings, Inc.
By:/s/ Richard K Coleman Jr.
Name:Richard K. Coleman, Jr.
Title:Chief Executive Officer

Star Equity Fund GP, LLC
By:/s/ Jeffrey E. Eberwein
Name:Jeffrey E. Eberwein
Title:Manager

Star Investment Management, LLC
By:/s/ Jeffrey E. Eberwein
Name:Jeffrey E. Eberwein
Title:Manager

Star Value, LLC
By:Star Equity Holdings, Inc.
By:/s/ Jeffrey E. Eberwein
Name:Jeffrey E. Eberwein
Title:Executive Chairman

/s/ Jeffrey E. Eberwein
Individually and as attorney-in-fact for G. Mark Pomeroy
12
CUSIP No. 817732100
/s/ Richard K Coleman Jr.
Richard K. Coleman, Jr.
13