| Item 1. | |
| (a) | Name of issuer:
ESPEY MFG & ELECTRONICS CORP |
| (b) | Address of issuer's principal executive
offices:
233 Ballston Ave., Saratoga Springs, NY 12866 |
| Item 2. | |
| (a) | Name of person filing:
Espey Mfg. & Electronics Corp. Employee Retirement Plan and Trust, Jennifer Pickering, Trustee. |
| (b) | Address or principal business office or, if
none, residence:
233 Ballston Ave., Saratoga Springs, NY 12866 |
| (c) | Citizenship:
New York |
| (d) | Title of class of securities:
Common Stock |
| (e) | CUSIP No.:
296650104 |
| Item 3. | If this statement is filed pursuant to §§
240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
| (f) |  An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please
specify the type of institution: |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). |
| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
597,127
The ESOP holds an aggregate of 597,127 shares of the Company's Common Stock (21% of the outstanding shares). The ESOP has the sole voting power with respect to shares held by it which have not been allocated to participant accounts, and shared voting power with respect to shares held by it which have been allocated to participant accounts.
Pursuant to the ESOP, participants are entitled to instruct the Trustee as to the voting of shares allocated to their accounts unless the Trustee determines that the instructions would be a violation of ERISA. Subject to ERISA, the Trustee votes the unallocated shares in the manner directed by the Board of Directors of the Company, which is currently in the same proportion as the instructions received on the allocated shares.
Jennifer Pickering was appointed ESOP Trustee effective July 1, 2024, and was sole trustee as of December 31, 2024. Jennifer Pickering disclaims beneficial ownership of all of the shares held by the ESOP, as she currently does not have any shares allocated to her under the plan. |
| (b) | Percent of class:
21 % |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
211,486
|
| | (ii) Shared power to vote or to direct the
vote:
597,127
|
| | (iii) Sole power to dispose or to direct the
disposition of:
211,486
|
| | (iv) Shared power to dispose or to direct the
disposition of:
597,127
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| | |
| Item 6. | Ownership of more than 5 Percent on Behalf of
Another Person. |
| |
Not Applicable
|
| 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
|
