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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
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AMTECH SYSTEMS INC (Name of Issuer) |
Common Stock, $0.01 Par Value Per Share (Title of Class of Securities) |
032332504 (CUSIP Number) |
Garrett Lynam Kokino LLC, 201 Tresser Boulevard, 3rd Floor Stamford, CT, 06901 203-595-4552 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/13/2025 (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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
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 (“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).
SCHEDULE 13D
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| CUSIP No. | 032332504 |
| 1 |
Name of reporting person
Piton Capital Partners LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
600,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
See Item 2 and Item 5 of the Schedule 13D for additional disclosures regarding rows 7 through 11.
This calculation is rounded to the nearest tenth and is based upon 14,289,066 Shares outstanding, as reported in the Issuer's Quarterly Report on Form 10-Q filed on February 5, 2025 (File No. 000-11412).
SCHEDULE 13D
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| CUSIP No. | 032332504 |
| 1 |
Name of reporting person
Cornice Fiduciary Management LLC, as Trustee under Trust Agreement dated December 23, 1989 FBO the issue of Jonathan D. Sackler | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
WYOMING
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,386,312.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
See Item 2 and Item 5 of the Schedule 13D for additional disclosures regarding rows 7 through 11.
This calculation is rounded to the nearest tenth and is based upon 14,289,066 Shares outstanding, as reported in the Issuer's Quarterly Report on Form 10-Q filed on February 5, 2025 (File No. 000-11412).
SCHEDULE 13D
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| CUSIP No. | 032332504 |
| 1 |
Name of reporting person
Robert Averick | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,894,588.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
20.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
See Item 2 and Item 5 of the Schedule 13D for additional disclosures regarding rows 7 through 11.
This calculation is rounded to the nearest tenth and is based upon (i) 14,289,066 Shares outstanding, as reported in the Issuer's Quarterly Report on Form 10-Q filed on February 5, 2025 (File No. 000-11412); (ii) 42,000 aggregate Shares Mr. Averick may purchase under various director stock options; and (iii) 8,299 shares issuable upon RSUs vesting within 60 days of February 18, 2025.
SCHEDULE 13D
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| CUSIP No. | 032332504 |
| 1 |
Name of reporting person
M3C Holdings LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
263,688.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
See Item 2 and Item 5 of the Schedule 13D for additional disclosures regarding rows 7 through 11.
This calculation is rounded to the nearest tenth and is based upon 14,289,066 Shares outstanding, as reported in the Issuer's Quarterly Report on Form 10-Q filed on February 5, 2025 (File No. 000-11412).
SCHEDULE 13D
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| CUSIP No. | 032332504 |
| 1 |
Name of reporting person
OIH LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CONNECTICUT
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
22,917.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
See Item 2 and Item 5 of the Schedule 13D for additional disclosures regarding rows 7 through 11.
This calculation is rounded to the nearest tenth and is based upon 14,289,066 Shares outstanding, as reported in the Issuer's Quarterly Report on Form 10-Q filed on February 5, 2025 (File No. 000-11412).
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, $0.01 Par Value Per Share | |
| (b) | Name of Issuer:
AMTECH SYSTEMS INC | |
| (c) | Address of Issuer's Principal Executive Offices:
58 S River Drive Suite 370, Tempe,
ARIZONA
, 85288. | |
Item 1 Comment:
Pursuant to Rule 13d-2 promulgated under the Act, this amendment to Schedule 13D (this "Amendment No. 7") amends the Schedule 13D filed on January 25, 2016 (the "Original Schedule 13D"), as most recently amended on May 14, 2024. The Original Schedule 13D and all amendments thereto (including this amendment) are collectively referred to herein as the "Schedule 13D". Capitalized terms used but not defined in this Amendment No. 7 shall have the meanings given to them in the Original Schedule 13D (as amended). The Original Schedule 13D (as amended) remains in full force and effect, except as specifically amended by this Amendment No. 7. This Amendment No. 7 is being filed to report purchases of Shares beneficially owned by Robert Averick. References in this Schedule 13D to the "Company" or the "Issuer" refer to Amtech Systems, Inc. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
The first paragraph of the response to Item 3 is hereby amended and restated in its entirety to read as follows:
As of February 18, 2025, the Reporting Persons had collectively acquired an aggregate of 2,867,206 Shares over the course of various prior purchases for total consideration of approximately $23 million. Each Reporting Person funded such prior purchases out of their available cash on hand (which, in the case of Reporting Persons that are entities, may include capital contributed by their respective owners). Additionally, Mr. Averick holds the right to purchase 42,000 aggregate Shares under various director stock options that are immediately exercisable (collectively, the "Option Shares") and 8,299 shares issuable upon RSUs vesting within 60 days of February 18, 2025 ("Unvested RSUs"). Mr. Averick may periodically receive Shares through restricted stock units awarded for his service as a Company director, subject to vesting requirements. As of February 18, 2025, Mr. Averick has received 4,189 Shares through vested restricted stock units. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) is hereby amended and restated to read as follows:
The percentages used in this Schedule 13D are rounded to the nearest tenth and are based upon 14,289,066 Shares outstanding, as reported in the Issuer's Quarterly Report on Form 10-Q filed on February 5, 2025 (File No. 000-11412), except as noted below.
See rows (11) and (13) of the cover pages to this Schedule 13D (which are incorporated herein by reference) for the aggregate number of Shares and percentage of the Shares beneficially owned by each of the Reporting Persons as of the close of business on February 18, 2025. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own. | |
| (b) | Item 5(b) is hereby amended and restated to read as follows:
See rows (7) through (10) of the cover pages to this Schedule 13D (which are incorporated herein by reference) for the number of Shares as to which each Reporting Person has the sole or shared power to vote or direct the vote and the sole or shared power to dispose or to direct the disposition.
The Trust is a member of Piton, along with other "Family Clients" (as defined in Investment Advisers Act Rule 202(a)(11)(G)-1 (the "Family Office Rule")) of Kokino.
M3C is a member of Piton, along with other Family Clients of Kokino.
Mr. Averick's principal occupation is acting as a Portfolio Manager at Kokino, which is a single-family office that provides investment management services only to its Family Clients, including the Trust, M3C and Piton. Mr. Averick is also currently a director of the Issuer. See Item 2. As a Portfolio Manager at Kokino, Mr. Averick shares the power to vote and dispose (or direct the disposition of) 2,894,588 Shares, which is the sum of the Shares beneficially owned by the following Reporting Persons: (i) 1,386,312 Shares beneficially owned by the Trust; (ii) 263,688 Shares beneficially owned by M3C; (iii) 600,000 Shares beneficially owned by Piton; (iv) 594,289 Shares beneficially owned by Mr. Averick; (v) 42,000 aggregate Shares Mr. Averick may purchase under the Option Shares; and (vi) 8,299 Unvested RSUs. With respect to the 594,289 Shares described in clause (iv) above, Mr. Averick's spouse may be deemed to share the power to vote and dispose or direct the disposition of such Shares. Mr. Averick holds an economic interest in Piton (which interest may be held directly and, from time to time, indirectly through PCM). The Shares and percent of class beneficially owned by Mr. Averick include the Option Shares and the Unvested RSUs.
Piton is a pooled investment vehicle formed for the benefit of a single family and certain "key employees" (as defined in the Family Office Rule) of Kokino. The Trust, M3C and Mr. Averick are members of Piton, along with other Family Clients of Kokino. Piton is managed by its managing member, PCM. PCM is in turn managed by its managing member, Kokino. Additionally, Kokino is the trading manager of Piton and provides investment management services to the Trust and M3C, and in those capacities Kokino acts on behalf of such Reporting Persons as an agent. Mr. Averick, in his capacity as an employee of Kokino, manages the Trust's, M3C's and Piton's respective investments in the Shares with assistance from other Kokino personnel. PCM and Kokino are each a "family office" (as defined in the Family Office Rule) of the same family, and any voting power or investment power PCM or Kokino may hold over the Shares is ultimately attributed to the Trust, M3C and Piton (as applicable).
OIH is a Connecticut limited liability company and investment entity controlled by Brian Olson. Brian Olson is the President and Chief Investment Officer of Kokino. As a key employee of Kokino and manager of OIH, Mr. Olson may be deemed to share the power to vote and dispose (or direct the disposition of) 2,272,917 Shares, which is the sum of the Shares beneficially owned by the following Reporting Persons: (i) 1,386,312 Shares beneficially owned by the Trust; (ii) 263,688 Shares beneficially owned by M3C; (iii) 600,000 Shares beneficially owned by Piton; and (iv) 22,917 Shares beneficially owned by OIH. | |
| (c) | Information concerning transactions in the securities of the Issuer effected by the Reporting Persons during the past sixty days is set forth in Schedule A attached hereto and is incorporated herein by reference. Except as otherwise noted, all of the transactions in the securities of the Issuer listed therein were effected in the open market through various brokerage entities. | |
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 is hereby amended to add the following exhibit: Schedule A - Transactions Reported in Item 5(c) | ||
| 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.
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