BK Technologies Corp — Major Shareholding Notification 2014

Dec 17, 2014

SC 13D/A 1 v396676_sc13da.htm SC 13D/A

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13 d -1( a ) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13 d -2( a )

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

RELM WIRELESS CORPORATION
(Name of Issuer)
Common Stock, par value $0.60 per share
(Title of Class of Securities)
759525108
(CUSIP Number)
D. Kyle Cerminara Fundamental Global Investors, LLC 4201 Congress Street, Suite 140 Charlotte, North Carolina 28209 (704) 323-6851
With a copy to: Derek D. Bork Thompson Hine LLP 3900 Key Center 127 Public Square Cleveland, Ohio 44114 (216) 566-5500 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
October 23, 2014
(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-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 § 240.13d-7 for other parties to whom copies are to be sent.

Field: Rule-Page

Field: /Rule-Page

• 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 ).

Field: Page; Sequence: 1

Field: /Page

CUSIP No. 759525108 13D Page 2 of 8 Pages

1	NAME OF REPORTING PERSON Fundamental Global Partners, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER 0
8	SHARED VOTING POWER 536,465
9	SOLE DISPOSITIVE POWER 0
10	SHARED DISPOSITIVE POWER 536,465

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 536,465
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.9%
14	TYPE OF REPORTING PERSON PN

Field: Page; Sequence: 2

Field: /Page

CUSIP No. 759525108 13D Page 3 of 8 Pages

1	NAME OF REPORTING PERSON Fundamental Global Partners Master Fund, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER 0
8	SHARED VOTING POWER 936,404
9	SOLE DISPOSITIVE POWER 0
10	SHARED DISPOSITIVE POWER 936,404

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 936,404
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.9%
14	TYPE OF REPORTING PERSON PN

Field: Page; Sequence: 3

Field: /Page

CUSIP No. 759525108 13D Page 4 of 8 Pages

1	NAME OF REPORTING PERSON Fundamental Global Partners GP, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION North Carolina

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER 0
8	SHARED VOTING POWER 536,465
9	SOLE DISPOSITIVE POWER 0
10	SHARED DISPOSITIVE POWER 536,465

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 536,465
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.9%
14	TYPE OF REPORTING PERSON OO

Field: Page; Sequence: 4

Field: /Page

CUSIP No. 759525108 13D Page 5 of 8 Pages

1	NAME OF REPORTING PERSON FG Partners GP, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Florida

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER 0
8	SHARED VOTING POWER 936,404
9	SOLE DISPOSITIVE POWER 0
10	SHARED DISPOSITIVE POWER 936,404

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 936,404
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.9%
14	TYPE OF REPORTING PERSON OO

Field: Page; Sequence: 5

Field: /Page

CUSIP No. 759525108 13D Page 6 of 8 Pages

1	NAME OF REPORTING PERSON Fundamental Global Investors, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION North Carolina

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER 0
8	SHARED VOTING POWER 1,472,869
9	SOLE DISPOSITIVE POWER 0
10	SHARED DISPOSITIVE POWER 1,472,869

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 1,472,869
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.8%
14	TYPE OF REPORTING PERSON OO

Field: Page; Sequence: 6

Field: /Page

CUSIP No. 759525108 13D Page 7 of 8 Pages

This Amendment No. 2 to Statement of Beneficial Ownership on Schedule 13D (this “Amendment No. 2”) amends the Statement of Beneficial Ownership on Schedule 13D filed by the Reporting Persons on September 3, 2014, as amended (as amended, the “Schedule 13D” or this “Statement”), with respect to the Common Stock, par value $0.60 per share (the “Common Stock”), of RELM Wireless Corporation, a Nevada corporation (the “Company”). Capitalized terms used but not defined in this Amendment No. 2 shall have the meanings set forth in the Schedule 13D. Except as amended and supplemented by this Amendment No. 2, the Schedule 13D remains unchanged.

Item 3. Source and Amount of Funds or Other Consideration.

The total cost for purchasing the Common Stock reported as owned by Fundamental Global Partners, LP and Fundamental Global Partners Master Fund, LP in this Statement, including brokerage commissions, was approximately $6,344,229.

Item 5. Interest in Securities of the Issuer.

(a) The Reporting Persons beneficially own in the aggregate 1,472,869 shares of Common Stock, which represents approximately 10.8% of the Company’s outstanding shares of Common Stock.

Each of Fundamental Global Partners, LP and Fundamental Global Partners Master Fund, LP directly holds the number and percentage of shares of Common Stock disclosed as beneficially owned by it in the applicable table set forth on the cover page to this Statement. None of the other Reporting Persons directly hold any of the shares of Common Stock disclosed in this Statement.

In addition, CWA Asset Management Group, LLC (doing business as “Capital Wealth Advisors”) holds 15,125 shares of Common Stock for the accounts of individual investors, which represents approximately 0.1% of the Company’s outstanding shares of Common Stock. CWA Asset Management Group, LLC provides wealth management, estate planning and family office services to individual investors. The Investment Manager owns 50% of CWA Asset Management Group, LLC.

Each percentage ownership of shares of Common Stock set forth in this Statement is based on the 13,665,087 shares of Common Stock reported by the Company as outstanding as of October 27, 2014 in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 12, 2014.

(c) The transactions effected by each of the Reporting Persons in the Common Stock between October 16, 2014 and December 14, 2014 are set forth on Schedule A to this Statement. Each of these transactions was effected through the open market.

(d) Not applicable.

(e) Not applicable.

Field: Page; Sequence: 7

Field: /Page

CUSIP No. 759525108 13D Page 8 of 8 Pages

SIGNATURE

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this Statement is true, complete and correct.

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of this Statement on Schedule 13D with respect to the Common Stock of the Company.

Dated: December 17, 2014

FUNDAMENTAL GLOBAL PARTNERS, LP,
by Fundamental Global Partners GP, LLC, its general partner
/s/ D. Kyle Cerminara
D. Kyle Cerminara
Partner and Manager
FUNDAMENTAL GLOBAL PARTNERS MASTER FUND, LP,
by FG Partners GP, LLC, its general partner
/s/ D. Kyle Cerminara
D. Kyle Cerminara
Manager
FUNDAMENTAL GLOBAL PARTNERS GP, LLC
/s/ D. Kyle Cerminara
D. Kyle Cerminara
Partner and Manager
FG PARTNERS GP, LLC
/s/ D. Kyle Cerminara
D. Kyle Cerminara
Manager
FUNDAMENTAL GLOBAL INVESTORS, LLC
/s/ D. Kyle Cerminara
D. Kyle Cerminara
Chief Executive Officer, Partner and Manager
/s/ D. Kyle Cerminara
D. Kyle Cerminara
/s/ Lewis M. Johnson
Lewis M. Johnson
/s/ Joseph H. Moglia
Joseph H. Moglia

Field: Page; Sequence: 8

Field: /Page

Schedule A

Transactions by Fundamental Global Partners, LP and Fundamental Global Partners Master Fund, LP

in the Common Stock between October 16, 2014 and December 14, 2014:

Fundamental Global Partners, LP :

Transaction Date	Number of Shares Bought/(Sold)
10/17/2014	6,555	4.637409
10/20/2014	1,381	4.671962
10/21/2014	4,560	4.888684
10/16/2014	3,600	4.354300
10/22/2014	120	4.833333
10/27/2014	1,320	5.358155
10/28/2014	442	5.386200
11/07/2014	99	4.956700
11/13/2014	40	4.350000
11/14/2014	(132)	4.580000
11/20/2014	66	4.840000
11/17/2014	2,200	4.442700
12/11/2014	33	4.700000
12/11/2014	(231)	4.638600

Fundamental Global Partners Master Fund, LP :

Transaction Date	Number of Shares Bought/(Sold)
10/17/2014	9,833	4.637407
10/20/2014	13,991	4.605424
10/21/2014	20,009	4.789173
10/16/2014	5,900	4.354300
10/22/2014	3,780	4.968640
10/23/2014	7,900	5.089751
10/24/2014	9,000	5.161424
10/27/2014	12,062	5.227864
10/28/2014	10,439	5.376462
10/29/2014	32,800	5.515728
10/30/2014	4,800	5.461298
10/31/2014	15,900	5.425619
11/03/2014	5,200	5.234048
11/04/2014	200	5.320000
11/05/2014	3,200	5.085576
11/06/2014	18,000	4.951081
11/07/2014	1,101	4.917617
11/10/2014	200	4.935000
11/11/2014	200	4.775000
11/12/2014	100	4.600000
11/13/2014	2,160	4.362542
11/14/2014	(268)	4.580000
11/14/2014	1,800	4.453333
11/17/2014	2,200	4.442728
11/18/2014	2,900	4.539910
11/20/2014	4,407	4.752134
11/21/2014	5,700	4.722737
11/24/2014	6,700	4.794012
11/25/2014	7,300	4.650415
11/26/2014	14,800	4.823577
11/28/2014	9,200	4.942176
12/01/2014	100	4.920000
12/02/2014	2,400	4.868746
12/03/2014	600	4.925000
12/08/2014	1,100	4.787273
12/09/2014	1,100	4.774545
12/10/2014	800	4.720000
12/11/2014	(469)	4.638600
12/11/2014	1,067	4.624086
12/12/2014	600	4.645000

Field: Page; Sequence: 9; Options: Last

Field: /Page