Amended Statement of Ownership (sc 13g/a)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

SCHEDULE 13G/A

(Amendment No. 3)

Under the Securities Exchange Act of 1934

Tecumseh Products Company

(Name of Issuer)

Class A Common Stock, $1.00 par value Class B Common Stock, $1.00 par value

(Title of Class of Securities)

Class A - 878895200 Class B - 878895101

(CUSIP Number)

January 22, 2014

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

x            Rule 13d-1(b)

o            Rule 13d-1(c)

o            Rule 13d-1(d)

The information required in 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).

3025645

 

 

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CUSIP Nos. 878895200/878895101

13G/A

Page 2 of 7 Pages

1.	Name of Reporting Person. I.R.S. Identification Nos. of above persons (entities only).   Roumell Asset Management, LLC (“RAM”) 52-2145132
2.	Check the Appropriate Box if a Member of a Group			(a)   o (b)   o
3.	SEC Use Only
4.	Citizenship or Place of Organization   Maryland
Number of   Shares   Beneficially   Owned by   Each   Reporting   Person   With:		5.	Sole Voting Power   Class A – 0 Class B – 0
		6.	Shared Voting Power   Class A – 0 Class B – 0
		7.	Sole Dispositive Power   Class A – 0 Class B – 0
		8.	Shared Dispositive Power   Class A – 0 Class B – 0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person   Class A – 0 Class B – 0
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares o Not Applicable
11.	Percent of Class Represented by Amount in Row (9)   Class A – 0%   Class B –  0%
12.	Type of Reporting Person IA

 

 

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CUSIP Nos. 878895200/878895101

13G/A

Page 3 of 7 Pages

1.	Name of Reporting Person. I.R.S. Identification Nos. of above persons (entities only).   James C. Roumell (“Roumell”)
2.	Check the Appropriate Box if a Member of a Group			(c)   o (d)   o
3.	SEC Use Only
4.	Citizenship or Place of Organization   U.S.A.
Number of   Shares   Beneficially   Owned by   Each   Reporting   Person   With:		5.	Sole Voting Power   Class A – 0 Class B – 0
		6.	Shared Voting Power   Class A – 0 Class B – 0
		7.	Sole Dispositive Power   Class A – 0 Class B – 0
		8.	Shared Dispositive Power   Class A – 0 Class B – 0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person   Class A – 0 Class B – 0
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares o Not Applicable
11.	Percent of Class Represented by Amount in Row (9)   Class A – 0%   Class B – 0%
12.	Type of Reporting Person IN

 

 

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CUSIP Nos. 878895200/878895101

13G/A

Page 4 of 7 Pages

Item 1(a).	Name of Issuer:
	Tecumseh Products Company
Item 1(b).	Address of Issuer’s Principal Executive Offices:
	1136 Oak Valley Drive, Ann Arbor, Michigan 48108
Item 2(a).	Name of Persons Filing:
	1. Roumell Asset Management, LLC 2. James C. Roumell
Item 2(b).	Address of Principal Business Office or, if none, Residence:
	2 Wisconsin Circle, Suite 660, Chevy Chase, MD  20815
Item 2(c).	Citizenship:
	1. RAM – Maryland 2. Roumell – U.S.A.
Item 2(d).	Title of Class of Securities: Class A Common Stock, $1.00 par value Class B Common Stock, $1.00 par value
Item 2(e).	CUSIP Numbers: Class A - 878895200 Class B - 878895101

Item 3.

If this statement is filed pursuant to Rule 13(d)-1(b), or 13(d)-2(b), or (c), check whether the person filing is a:

 

(a)		o	Broker or dealer registered under Section 15 of the Exchange Act.
(b)		o	Bank as defined in Section 3(a)(6) of the Exchange Act.
(c)		o	Insurance company as defined in Section 3(a)(19) of the Exchange Act.
(d)		o	Investment company registered under Section 8 of the Investment Company Act of 1940.
(e)		x	* An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
(f)		o	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
(g)		x	* A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
(h)		o	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
(i)		o	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.
(j)		o	Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

 

*           RAM is an investment adviser registered under Section 203 of the Investment Advisers Act of 1940.  Roumell is the President of RAM and holds a controlling percentage of its outstanding voting securities.  Roumell is joining in this filing on Schedule 13G/A pursuant to Rule 13d-1(k)(1).

 

 

 

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CUSIP Nos. 878895200/878895101

13G/A

Page 5 of 7 Pages

Item 4.                                Ownership.

 

(a)	Amount beneficially owned:
	See Items 5-11 on the cover sheets of this Schedule 13G/A.
(b)	Percent of class:
	Class A – 0%   Class B – 0%
(c)	Number of shares as to which each person has:
(i)	Sole power to vote or to direct the vote	Class A – 0 Class B – 0
(ii)	Shared power to vote or to direct the vote		Class A – 0 Class B – 0
(iii)	Sole power to dispose or to direct the disposition of	Class A – 0 Class B – 0
(iv)	Shared power to dispose or to direct the disposition of		Class A – 0 Class B – 0

Item 5.                  Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of a class of securities, check the following    .

Item 6.                  Ownership of More than Five Percent on Behalf of Another Person.

 

RAM is the investment advisor to the Fund.  As investment advisor, RAM has investment and voting control over the shares held by the Fund and, therefore, it is the deemed beneficial owner of shares held by the Fund.

RAM has been granted discretionary dispositive power over its clients’ securities, other than in the event of an account liquidation requested by a client, and in most instances, RAM has voting power over such securities.  Any and all discretionary authority which has been delegated to RAM may be revoked in whole or in part at any time.

 

Roumell is President of RAM and beneficially owns a controlling percentage of its outstanding voting securities.  Roumell is joining in this Schedule 13G because, as a result of his position with and ownership of securities of RAM, Roumell could be deemed to have voting and/or investment power with respect to the shares beneficially owned by RAM.  Roumell disclaims any deemed beneficial ownership in securities held by RAM, except to the extent of his pecuniary interest therein.

 

 

 

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CUSIP Nos. 878895200/878895101

13G/A

Page 6 of 7 Pages

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

Not applicable.

Item 8.

Identification and Classification of Members of the Group.

Not applicable.

Item 9.

Notice of Dissolution Group.

 

Not applicable.

 

Item 10.

Certification.

By signing below, the undersigned (i) certify that, to the best of their knowledge and belief, the securities reported herein were acquired in the ordinary course of business and were not acquired and are not held for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired and are not held in connection with or as a participant in any transaction having such purposes or effect and (ii) hereby declare and affirm that the filing of this Schedule 13G shall not be construed as an admission that either of the reporting persons is the beneficial owner of the securities reported herein, which beneficial ownership is hereby expressly disclaimed, except to the extent of their respective pecuniary interest therein.

 

 

 

 

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CUSIP Nos. 878895200/878895101

13G/A

Page 7 of 7 Pages

SIGNATURES

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.

 

February 10, 2014

(Date)

/s/ James C. Roumell

(Signature)

Roumell Asset Management, LLC

By: James C. Roumell, President

(Name/Title)

February 10, 2014

(Date)

/s/ James C. Roumell

(Signature)

 

 

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JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them this Schedule 13G (including amendments thereto) with respect to the Class A common stock, par value $1.00, of Tecumseh Products Company (“Tecumseh”) and the Class B Common Stock, par value $1.00, of Tecumseh, and that this Joint Filing Agreement be included as an exhibit to such joint filing.

This Joint Filing Agreement may be executed in one or more counterparts, and each such counterpart shall be an original but all of which, taken together, shall constitute but one and the same instrument.

IN WITNESS WHEREOF, the undersigned hereby execute this Joint filing Agreement as of this 1st day of March 2013.

	By:	/s/ James C. Roumell
		James C. Roumell

	ROUMELL ASSET MANAGEMENT, LLC
	By:	/s/ James C. Roumell
		James C. Roumell, President