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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Dynasil Corp of America | NASDAQ:DYSL | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 1.04 | 1.02 | 1.15 | 0 | 01:00:00 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 2)
Under the Securities Exchange Act of 1934
Dynasil Corporation of America
(Name of Issuer)
Common Stock, $0.0005 par value
(Title of Class of Securities)
268102100
(CUSIP Number)
Steven Entine, Co-Trustee
Gerald Entine 1988 Family Trust
6747 Diversity Road
Middleton WI 53562
608-203-8778
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
with a copy to:
Ruth Nelson Co-Trustee
48 Hardy Avenue
Watertown MA 02472
617-924-9007
December 18, 2018
(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 Rule 13d-1(e), Rule 13d-1(f) or Rule 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 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 ).
(Continued on following pages)
1 NAMES OF REPORTING PERSON
Steven Entine
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)
OO
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF
SHARES |
7 | SOLE VOTING POWER | ||
BENEFICIALLY
OWNED BY |
8 | SHARED VOTING POWER | 1,396,325 (1) | |
EACH
REPORTING |
9 | SOLE DISPOSITIVE POWER | ||
PERSON WITH
|
10 | SHARED DISPOSITIVE POWER | 1,396,325 (1) |
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,396,325
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)
8.03% (2)
14 TYPE OF REPORTING PERSON (see instructions)
IN
(1) Consists of 1,396,325 shares of Common Stock.
(2) All percentage calculations set forth herein assume that
there are 17,381,643 shares of Common Stock outstanding, based on information provided by Dynasil Corporation of America.
Page 2
1 NAMES OF REPORTING PERSON
Ruth Nelson
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)
OO
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF
SHARES |
7 | SOLE VOTING POWER | ||
BENEFICIALLY
OWNED BY |
8 | SHARED VOTING POWER | 1,396,325 (1) | |
EACH
REPORTING |
9 | SOLE DISPOSITIVE POWER | ||
PERSON WITH
|
10 | SHARED DISPOSITIVE POWER | 1,396,325 (1) |
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,396,325
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)
8.03% (2)
14 TYPE OF REPORTING PERSON (see instructions)
IN
(1) Consists of 1,396,325 shares of Common Stock.
(2) All percentage calculations set forth herein assume that
there are 17,381,643 shares of Common Stock outstanding, based on information provided by Dynasil Corporation of America.
Page 3
1 NAMES OF REPORTING PERSON
Gerald Entine 1988 Family Trust - EIN: 83-6158079
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)
OO
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF
SHARES |
7 | SOLE VOTING POWER | ||
BENEFICIALLY
OWNED BY |
8 | SHARED VOTING POWER | 1,396,325 (1) | |
EACH
REPORTING |
9 | SOLE DISPOSITIVE POWER | ||
PERSON WITH
|
10 | SHARED DISPOSITIVE POWER | 1,396,325 (1) |
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,396,325
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)
8.03% (2)
14 TYPE OF REPORTING PERSON (see instructions)
OO (Trust)
(1) Consists of 1,396,325 shares of Common Stock.
(2) All percentage calculations set forth herein assume that
there are 17,381,643 shares of Common Stock outstanding, based on information provided by Dynasil Corporation of America.
Page 4
The Statement of Ownership, as amended, filed by Steven Entine on January 16, 2019 with respect to the Gerald Entine 1988 Family Trust's ownership of shares of Common Stock of Dynasil Corporation of America, Inc. (" Dynasil ") is hereby amended by restating such statement, as amended, to add or to update the information contained therein.
Item 1. Security and Issuer.
The class of equity securities to which this Schedule 13D relates is the common stock, par value $0.0005 per share (the "
Common Stock
"), of Dynasil, a Delaware corporation.
The address of the principal executive offices of Dynasil is 313 Washington Street, Suite 403, Newton, Massachusetts 02458.
Item 2. Identity and Background.
Page 5
Item 3. Source and Amount of Funds or Other Consideration.
Ruth Nelson, Co-Trustee of the Gerald Entine 1988 Family Trust, delegated authority to her Co-Trustee, Steven Entine, to have the Trust sell 1,450,000 shares of Dynasil Common Stock on December 14, 2018. The Trust then sold 1,450,000 shares of Dynasil Common Stock. Following this sale, the Trust continues to hold 1,396,325 shares of Dynasil Common Stock, or approximately 8.03% of Dynasil's shares outstanding.
Item 4. Purpose of Transaction.
On May 22, 2018, Gerald Entine, the sole Trustee of the Trust, passed away, and on June 3, 2018, Steven Entine and Ruth Nelson became the Co-Trustees of the Trust. On December 18, 2018, the Trust sold 1,450,000 shares of Dynasil common stock. Following this sale, the Trust continues to hold 1,396,325 shares of Dynasil common stock, or approximately 8.03% of Dynasil's shares outstanding.
On March 20, 2015, Dr. Gerald Entine and the Gerald Entine 1988 Family Trust donated an aggregate of 588,000 shares of Dynasil common stock to educational institutions in the Boston area. Following these donations, Dr. Entine's family trust continues to hold 2,846,325 shares of Dynasil common stock, or approximately 17.33% of Dynasil's shares outstanding.
Item 5. Interest in Securities of the Issuer.
Page 6
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
All contracts, arrangements, understandings and relationships relating to the Reporting Person with respect to the securities of Dynasil are described above in this Schedule 13D.
Item 7. Material to be Filed as Exhibits.
Exhibit 1 -- Joint Filing Agreement
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.
Date: January 25, 2019
Gerald Entine 1988 Family Trust
By:
/s/ Steven Entine
Steven Entine, in his capacity as Trustee
By:
/s/ Ruth Nelson
Ruth Nelson, in her capacity as Trustee
/s/ Steven Entine
Steven Entine, in his personal capacity
/s/ Ruth Nelson
Ruth Nelson, in her personal capacity
Page 7
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