| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 9
)*
|
TEL INSTRUMENT ELECTRONICS CORP (Name of Issuer) |
Common Stock, $0.10 par value (Title of Class of Securities) |
879165207 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule
13d-1(b) |
 Rule
13d-1(c) |
| Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | 879165207 |
| 1 | Names of Reporting Persons VINCENT J. DOWLING, JR. | ||||||||
| 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 UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 496,470.00 | ||||||||
| 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) 15.24 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
Comment for Type of Reporting Person:
(1) Consists of: (i) 148,134 shares of common stock, par value $0.10 per share ("Common Stock"), owned by IRA FBO Vincent J. Dowling Jr. Pershing LLC as Custodian Roth Conversion Account; (ii) 200,000 shares of Common Stock owned by Millenium Trust Company, LLC Custodian FBO Vincent J. Dowling, Jr., Roth IRA; (iii) 95,000 shares of Common Stock owned directly by Vincent J. Dowling Jr.; (iv) 3,336 shares of Common Stock held in IRA accounts for the benefit of Vincent J. Dowling Jr.'s daughter (1,112 shares) and two sons (1,112 shares each), for which Mr. Dowling exercises control; and (v) 50,000 shares of Common Stock held by Pershing LLC as custodian for Inherited Roth IRA FBO Vincent J. Dowling Sr. Non-exempt Marital Trust, the trustee of which is Mr. Dowling, Jr.
(2) (a) Does not include 500,000 shares of Series A Convertible Preferred Stock (the "Series A Preferred Stock") 333,333 of which are held by Millenium Trust Company, LLC Custodian FBO Vincent J. Dowling, Jr., Roth IRA and 166,667 are held by Millenium Trust Company, LLC Custodian FBO Vincent J. Dowling Sr. Pooled GST Exempt Trust Inherited Roth IRA, the trustee of which is Mr. Dowling, Jr. Pursuant to certain restrictions with respect to the Series A Preferred Stock set forth in Certificate of Amendment to the Certificate of Incorporation filed by the Company with the Secretary of State of the State of New Jersey on November 8, 2017, such shares may not be converted into shares of Common Stock within the next 60 days. Mr. Dowling has sole beneficial ownership of such shares of Series A Preferred Stock. (b) Does not include 233,333.67 shares of Series B Convertible Preferred Stock (the "Series B Preferred Stock") 66,666.67 of which are held by Millenium Trust Company, LLC Custodian FBO Vincent J. Dowling, Jr., Roth IRA and 166,667 are held by Millenium Trust Company, LLC Custodian FBO Vincent J. Dowling Sr. Pooled GST Exempt Trust Inherited Roth IRA, the trustee of which is Mr. Dowling, Jr. Pursuant to certain restrictions with respect to the Series B Preferred Stock set forth in Certificate of Amendment to the Certificate of Incorporation filed by the Company with the Secretary of State of the State of New Jersey on October 2, 2018, such shares may not be converted into shares of Common Stock within the next 60 days. Mr. Dowling has sole beneficial ownership of such shares of Series B Preferred Stock.
(3) The percent of class has been calculated based upon 3,255,887 shares of Common Stock issued and outstanding as of the date hereof.
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: TEL INSTRUMENT ELECTRONICS CORP | |
| (b) | Address of issuer's principal executive
offices: One Branca Road. East Rutherford, NJ 07073 | |
| Item 2. | ||
| (a) | Name of person filing: Vincent J. Dowling, Jr. | |
| (b) | Address or principal business office or, if
none, residence: 7 Sea Court. Vero Beach, FL 32963 | |
| (c) | Citizenship: United States | |
| (d) | Title of class of securities: Common Stock, $0.10 par value | |
| (e) | CUSIP No.: 879165207 | |
| 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: Please see Item 9 of cover page. | |
| (b) | Percent of class: Please see Item 11 of the cover page % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: Please see Item 5 of the cover page. | ||
| (ii) Shared power to vote or to direct the
vote: Please see Item 6 of the cover page. | ||
| (iii) Sole power to dispose or to direct the
disposition of: Please see Item 7 of the cover page. | ||
| (iv) Shared power to dispose or to direct the
disposition of: Please see Item 8 of the cover page. | ||
| 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
| ||
| Item 10. | Certifications: |
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. |
| 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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