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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 6/15/20 Weil John D SC 13D/A 1:44K Allied Healthcare Products Inc Toppan Merrill/FA Richard K. Weil, Jr. |
Document/Exhibit Description Pages Size
1: SC 13D/A Amendment to Statement of Acquisition of HTML 27K
Beneficial Ownership by a Non-Passive Investor
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 5)
Allied Healthcare Products, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
(CUSIP Number)
John D. Weil
4625 Lindell Blvd.
Suite # 335
(314) 421-4600
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
(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 which 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.
*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 (“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).
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| 1 |
NAME OF REPORTING PERSON
| |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) |
(a) ¨ (b) x
|
| 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
|
7 |
SOLE VOTING POWER
131,434 |
| 8 |
SHARED VOTING POWER
40,033 | |
| 9 |
SOLE DISPOSITIVE POWER
131,434 | |
| 10 |
SHARED DISPOSITIVE POWER
40,033 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
171,467 | |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
¨
|
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.27% | |
| 14 |
TYPE OF REPORTING PERSON (See Instructions)
IN | |
C:
Note: To the extent pertaining to Richard K. Weil, Jr., this Statement shall be deemed to amend a Schedule 13D filed by such person on January 23, 2012 (the “2012 13D”). The 2012 13D was previously amended by: (i) an Amendment No.1 on Schedule 13D/A on March 14, 2019 (“Amendment No. 1”), jointly filed by John D. Weil, Mark S. Weil, Richard K. Weil, Jr. the Estate of Paula K. Weil and Joseph D. Lehrer, (ii) an Amendment No. 2 on Schedule 13D/A on May 22, 2020 filed by John D. Weil (“Amendment No. 2”), (iii) Amendment No. 3 on Schedule 13D/A on June 3, 2020 filed by John D. Weil, Mark S. Weil and Richard K. Weil, Jr. (“Amendment No. 3”), and (iii) Amendment No. 4 on Schedule 13D/A on June 5, 2020 filed by John D. Weil, Mark S. Weil and Richard K. Weil, Jr. (“Amendment No. 4”).
This Statement relates to the beneficial ownership of the common stock (the “Common Stock”), of Allied Healthcare Products, Inc. a Delaware corporation (the “Issuer”). The person filing this Statement is Richard K. Weil, Jr. (the “Reporting Person”).
As reported in more detail in Item 5 below, as of the date of this Amendment No. 5, Richard K. Weil, Jr. beneficially owns less than 5% of the issued and outstanding shares of the Issuer and, henceforth, will not file reports as amendments to the 2012 13D. John D. Weil, Mark S. Weil and Joseph D. Lehrer are not joining in the filing of this Amendment No. 5. The reader should refer to (i) Amendment No. 4 for the last report of shares beneficially owned by John D. Weil and Mark S. Weil and (ii) Amendment No. 1 for the last report of shares beneficially owned by Joseph D. Lehrer.
Item 1. Security and Issuer.
This Statement relates to the Common Stock of Allied Healthcare Products, Inc. (the “Issuer”). The address of the principal executive office of the Issuer is 1720 Sublette Avenue, St Louis, Missouri 63110.
Item 2. Identity and Background
This Statement is being filed jointly on behalf of the Reporting Person. The business address of each of the Reporting Person is c/o John D. Weil, 4625 Lindell Blvd. Suite # 335, St Louis, Missouri 63108.
Richard K. Weil, Jr. is retired and is a citizen of the United States.
John D. Weil, Richard K. Weil Jr., and Mark S. Weil are all siblings of one another.
During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) nor was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in such Reporting Person being subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
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Item 3. Source and Amount of Funds or Other Consideration.
All shares of Common Stock reported on this Statement were acquired either using personal funds of the Reporting Person or by transfers for no consideration from trusts, partnerships or other entities affiliated with the Weil family.
Item 4. Purpose of Transaction.
The shares of Common Stock described in this Statement were originally acquired by the Reporting Persons, or their successors in interests, for the purpose of investment.
The Reporting Persons currently have no present plans or proposals which relate to or would result in: (a) an extraordinary corporate transaction such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries, (b) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries, (c) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board, (d) any material change to the present capitalization or dividend policy of the Issuer, (e) any other material change in the Issuer’s business or corporate structure, (f) changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person, (g) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted on an inter-dealer quotation system of a registered national securities association, (h) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended, or (i) any actions similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) As of the date on which this schedule was filed and subject to the disclaimers below in this Item 5, the Reporting Person beneficially owns an aggregate of 171,467 shares of Common Stock, which represents 4.27% of the Issuer’s issued and outstanding shares of Common Stock as of March 31, 2020, the last date for which the Issuer has disclosed the number of outstanding shares of Common Stock in any filings with the Securities Exchange Commission. The percentages of outstanding shares of Common Stock are based on a total of 4,013,537 shares of Common Stock issued and outstanding as of March 31, 2020, the last date for which the Issuer has disclosed the number of outstanding shares of Common Stock in any filing with the Securities Exchange Commission.
Each Reporting Person’s interest in shares of Common Stock is as set forth below:
|
Reporting Person |
Sole Voting and Dispositive Power |
Shared Voting and Dispositive Power
| ||
|
Number of |
%
of Outstanding |
Number of |
% of Outstanding | |
| Richard K. Weil, Jr. |
131,434 |
3.27% |
40,033 (2) |
1.00% |
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| (1) | See preceding paragraph for description of calculation of percentage ownership. |
| (2) | The number of shares of Common Stock over which Richard Weil, Jr. has shared voting and dispositive power includes: |
| (a) | 32,163 shares held in trusts for the benefit of Richard Weil, Jr. and his children and with respect to which Richard Weil, Jr. serves as co-trustee with John Weil. |
| (b) | 7,870 shares held by or for the benefit of other members of Richard Weil’s family. Richard Weil disclaims any beneficial ownership in such shares. |
(c) The Reporting Person has engaged in the following transactions since the filing of Amendment No. 4 on June 5, 2020. All transactions were conducted on the open market.
| Date of Transaction | Purchase / Sale | Quantity | Unit Price (weighted average) |
| June 5, 2020 | Sale | 30,419 | $8.0249 |
| June 8, 2020 | Sale | 6,966 | $8.0110 |
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required on Schedule 13D (including any amendments) need be filed with respect to ownership by each of the undersigned of shares of the common stock of Allied Healthcare Products, Inc.
Except as described herein, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 or between such persons and any other person with respect to any securities of the Issuer.
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Signature
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: June 15, 2020
| /s/ Richard K. Weil, Jr. | ||
| Richard K. Weil, Jr. |
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| This ‘SC 13D/A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 6/15/20 | |||
| 6/8/20 | ||||
| 6/5/20 | SC 13D/A | |||
| 6/3/20 | SC 13D/A | |||
| 5/22/20 | SC 13D/A | |||
| 3/31/20 | 10-Q | |||
| 3/14/19 | SC 13D/A | |||
| 1/23/12 | SC 13D, SC 13D/A, SC 13G/A | |||
| List all Filings | ||||