UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1 )
Deep Down, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
24372A305
(CUSIP Number)
December 31, 2019
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule13d-1(b)
☒ Rule13d-1(c)
☐ Rule13d-1(d)
| * | 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 the 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. 24372A305 | Schedule 13G | Page 2 of 9 |
| 1 | Names of Reporting Persons
MAZ Partners LP | |||||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
775,559 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
775,559 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
775,559 | |||||
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||||
| 11 | Percent of Class Represented by Amount in Row (9)
5.8% | |||||
| 12 | Type of Reporting Person (See Instructions)
| |||||
| PN | ||||||
| CUSIP No. 24372A305 | Schedule 13G | Page 3 of 9 |
| 1 | Names of Reporting Persons
MAZ Capital Advisors, LLC | |||||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
775,559 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
775,559 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
775,559 | |||||
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||||
| 11 | Percent of Class Represented by Amount in Row (9)
5.8% | |||||
| 12 | Type of Reporting Person (See Instructions)
| |||||
| OO | ||||||
| CUSIP No. 24372A305 | Schedule 13G | Page 4 of 9 |
| 1 | Names of Reporting Persons
Walter Schenker | |||||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
USA | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
31,900 | ||||
| 6 | Shared Voting Power
775,559 | |||||
| 7 | Sole Dispositive Power
31,900 | |||||
| 8 | Shared Dispositive Power
775,559 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
807,459 | |||||
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||||
| 11 | Percent of Class Represented by Amount in Row (9)
6.1% | |||||
| 12 | Type of Reporting Person (See Instructions)
| |||||
| IN | ||||||
| CUSIP No. 24372A305 | Schedule 13G | Page 5 of 9 |
| Item 1(a) | Name of Issuer: |
Deep Down, Inc.
| Item 1(b) | Address of Issuer’s Principal Executive Offices: |
18511 Beaumont Highway
Houston, Texas 77049
| Item 2(a) | Name of Person Filing: |
MAZ Partners LP
MAZ Capital Advisors, LLC
Walter Schenker
MAZ Partners LP is the record holder of the securities reported herein for MAZ Partners LP. MAZ Capital Advisors, LLC is the General Partner of MAZ Partners LP. Walter Schenker is the sole member and manager of MAZ Capital Advisors, LLC.
| Item 2(b) | Address of Principal Business Office or, if none, Residence: |
MAZ Partners LP
MAZ Capital Advisors, LLC
Walter Schenker
1130 Route 46, Suite 12
Parsippany, New Jersey 07054
| Item 2(c) | Citizenship: |
MAZ Partners LP – Delaware
MAZ Capital Advisors, LLC – Delaware
Walter Schenker – USA
| Item 2(d) | Title of Class of Securities: |
Common Stock, par value $0.001
| Item 2(e) | CUSIP Number: |
24372A305
| Item 3. | If this statement is filed pursuant to§§240.13d-1(b) or240.13d-2(b) or (c), check whether the person filing is a:. |
Not applicable.
| Item 4. | Ownership |
Each reporting person’s calculation of its percentage ownership of the Common Stock of the Issuer is based upon 13,290,680 shares of Common Stock issued and outstanding as of November 12, 2019, as reported by the Issuer in its Quarterly Report on Form10-Q filed with the Commission on November 12, 2019.
| CUSIP No. 24372A305 | Schedule 13G | Page 6 of 9 |
| (a) | Amount beneficially owned: |
MAZ Partners LP – 775,559
MAZ Capital Advisors, LLC – 775,559
Walter Schenker – 807,459(1)
(1) Includes 20,400 shares held by Mr. Schenker in an IRA.
| (b) | Percent of class: |
MAZ Partners LP – 5.8%
MAZ Capital Advisors, LLC – 5.8%
Walter Schenker – 6.1%
| (c) | Number of shares as to which the person has: |
| MAZ Partners LP | ||||||
(i) | Sole power to vote or to direct the vote: | 0. | ||||
(ii) | Shared power to vote or to direct the vote | 775,559. | ||||
(iii) | Sole power to dispose or to direct the disposition of | 0. | ||||
(iv) | Shared power to dispose or to direct the disposition of | 775,559. | ||||
| MAZ Capital Advisors, LLC | ||||||
(i) | Sole power to vote or to direct the vote: | 0. | ||||
(ii) | Shared power to vote or to direct the vote | 775,559. | ||||
(iii) | Sole power to dispose or to direct the disposition of | 0. | ||||
(iv) | Shared power to dispose or to direct the disposition of | 775,559. | ||||
| Walter Schenker | ||||||
(i) | Sole power to vote or to direct the vote: | 31,900. | ||||
(ii) | Shared power to vote or to direct the vote | 775,559. | ||||
(iii) | Sole power to dispose or to direct the disposition of | 31,900. | ||||
(iv) | Shared power to dispose or to direct the disposition of | 775,559. | ||||
| Item 5. | Ownership of Five Percent or Less of a Class |
Not Applicable.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
Not Applicable.
| CUSIP No. 24372A305 | Schedule 13G | Page 7 of 9 |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
Not Applicable.
| Item 8. | Identification and Classification of Members of the Group |
Not Applicable.
| Item 9. | Notice of Dissolution of Group |
Not Applicable.
| Item 10. | Certification |
By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.
| CUSIP No. 24372A305 | Schedule 13G | Page 8 of 9 |
SIGNATURE
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.
Date: February 7, 2020
| MAZ Partners LP | ||
| By: | MAZ Capital Advisors, LLC, | |
| its General Partner | ||
| By: | /s/ Walter Schenker | |
| Name: Walter Schenker | ||
| Title: Manager | ||
| MAZ Capital Advisors, LLC | ||
| By: | /s/ Walter Schenker | |
| Name: Walter Schenker | ||
| Title: Manager | ||
| /s/ Walter Schenker |
| Walter Schenker |
| CUSIP No. 24372A305 | Schedule 13G | Page 9 of 9 |
EXHIBIT 1
AMENDED AND RESTATED JOINT FILING AGREEMENT
In accordance with Rule13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the common stock of Deep Down, Inc. and further agree that this Amended and Restated Joint Filing Agreement be included as an Exhibit to such joint filings.
In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement as of the 7th day of February 2020.
| MAZ Partners LP | ||
| By: | MAZ Capital Advisors, LLC, | |
| its General Partner | ||
| By: | /s/ Walter Schenker | |
| Name: Walter Schenker | ||
| Title: Manager | ||
| MAZ Capital Advisors, LLC | ||
| By: | /s/ Walter Schenker | |
| Name: Walter Schenker | ||
| Title: Manager | ||
| /s/ Walter Schenker |
| Walter Schenker |
