SEC Info - Swenson Nicholas John - ‘4’ for 4/27/21 re: Insignia Systems Inc./MN

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Swenson Nicholas John

(Last)

(First)

(Middle)

5000 W. 36TH STREET, UNIT 130

(Street)

MINNEAPOLIS

55416

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
INSIGNIA SYSTEMS INC/MN [ ISIG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
4/27/21

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	4/27/21		P		4,663	A	$5.3	8,458	I ⁽¹⁾	AO Partners I, L.P. ⁽²⁾
Common Stock	4/28/21		P		27,130	A	$5.5288 ⁽³⁾	35,588 ⁽⁴⁾	I ⁽¹⁾	AO Partners I, L.P.
Common Stock								1,738 ⁽⁴⁾	D ⁽²⁾
Common Stock								60,284 ⁽⁴⁾	I ⁽¹⁾	Groveland Capital LLC ⁽²⁾
Common Stock								11,428 ⁽⁴⁾	I ⁽¹⁾	Glenhurst Co. ⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-Qualified Stock Option	$3.16							12/8/14	12/8/24	Common Stock	10,000		10,000	D

Explanation of Responses:

(1) Note the following with regard to Groveland Capital LLC ("Groveland Capital"); AO Partners I, L.P. ("AO Partners Fund"); AO Partners, LLC, the General Partner to the AO Partners Fund ("AO Partners"); and Glenhurst Co. ("Glenhurst"): Mr. Swenson is the Managing Member of Groveland Capital and may direct Groveland Capital as to the vote and disposition of the shares of Common Stock it holds; Mr. Swenson is the Managing Member of AO Partners, the General Partner of AO Partners Fund, and has the power to direct the affairs of AO Partners Fund, including the voting and disposition of shares of Common Stock held in the name of AO Partners Fund; and Mr. Swenson is the sole owner of Glenhurst, and he has the power to direct the affairs of Glenhurst, including the voting and disposition of shares of Common Stock held in the name of Glenhurst.

(2) Each of the parties herein may be deemed to be a member of a Section 13(d) group disclosed in a Schedule 13D filed on behalf of the parties and Air T, Inc., the other member of such group. The members of this Section 13(d) group collectively own more than 10% of the Issuer's outstanding shares of Common Stock. Each of the parties disclaims beneficial ownership of the shares of Common Stock held by the other members of this Section 13(d) group except to the extent of his or its pecuniary interest therein. The securities reported herein do not include any securities held by Air T, Inc., as such shares are reported in a separate filing.

(3) The price reported in Column 4 is a weighted average price. The prices actually received ranged from $5.37 to $5.60. The reporting person has provided to the issuer, and will provide to any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares purchased at each price within the range for all transactions reported in this Form 4 utilizing a weighted average price.

(4) Shares are reflected on a post-split basis in accordance with the seven-for-one reverse stock split completed by the Issuer on December 31, 2020. Fractional shares resulting from the reverse stock split were cashed out by the issuer.

	/s/ Nicholas J. Swenson	4/29/21
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

____________ Transaction Code:
P	Open market or private purchase of non-derivative or derivative security.

Swenson Nicholas John – ‘4’ for 4/27/21 re: Insignia Systems Inc./MN

On: Thursday, 4/29/21, at 5:48pm ET · For: 4/27/21 · Accession #: 1567619-21-8770 · File #: 1-13471

Previous ‘4’: ‘4’ on 4/29/21 for 11/12/20 · Next: ‘4’ on 5/20/21 for 5/18/21 · Latest: ‘4’ on 4/2/24 for 3/31/24

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Swenson Nicholas John – ‘4’ for 4/27/21 re: Insignia Systems Inc./MN

On: Thursday, 4/29/21, at 5:48pm ET · For: 4/27/21 · Accession #: 1567619-21-8770 · File #: 1-13471

Previous ‘4’: ‘4’ on 4/29/21 for 11/12/20 · Next: ‘4’ on 5/20/21 for 5/18/21 · Latest: ‘4’ on 4/2/24 for 3/31/24

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents