BK Technologies Corp

Major Shareholding Notification • Aug 22, 2017

SC 13D/A 1 rwc_sc13da.htm SC 13D/A Document created using Blueprint(R) - powered by Issuer Direct - www.issuerdirect.com Copyright 2017 Issuer Direct Corporation Blueprint

style header

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D

(Rule 13d-101)

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

AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

| ITERIS, INC. |
| --- |
| (Name
of Issuer) |
| Common Stock, $0.10 par value per share |
| (Title
of Class of Securities) |
| 46564T107 |
| (CUSIP
Number) |
| D. Kyle Cerminara Fundamental Global Investors, LLC 4201 Congress Street, Suite 140 Charlotte, North Carolina 28209 (704) 323-6851 William P. Kelly RELM Wireless Corporation 7100 Technology Drive West Melbourne, Florida 32904 (321) 984-1414 |
| 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) |
| August 16, 2017 |
| (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.

---

• 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 ).

page break

CUSIP No. 46564T107 SCHEDULE 13D Page 2 of 10 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 | 7 | SOLE
VOTING POWER 0 |
| | 8 | SHARED
VOTING POWER 2,126,948 |
| | 9 | SOLE
DISPOSITIVE POWER 0 |
| | 10 | SHARED
DISPOSITIVE POWER 2,126,948 |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 2,126,948* | |
| 12 | CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | ☐ |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.5% | |
| 14 | TYPE OF
REPORTING PERSON OO | |

---

*In addition, CWA Asset Management Group, LLC, 50% of which is owned by Fundamental Global Investors, LLC, holds 99,578 shares of Common Stock for the accounts of individual investors.

page break

CUSIP No. 46564T107 SCHEDULE 13D Page 3 of 10 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 | 7 | SOLE
VOTING POWER 0 |
| | 8 | SHARED
VOTING POWER 261,231 |
| | 9 | SOLE
DISPOSITIVE POWER 0 |
| | 10 | SHARED
DISPOSITIVE POWER 261,231 |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 261,231 | |
| 12 | CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | ☐ |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.8% | |
| 14 | TYPE OF
REPORTING PERSON PN | |

page break

CUSIP No. 46564T107 SCHEDULE 13D Page 4 of 10 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 | 7 | SOLE
VOTING POWER 0 |
| | 8 | SHARED
VOTING POWER 250,789 |
| | 9 | SOLE
DISPOSITIVE POWER 0 |
| | 10 | SHARED
DISPOSITIVE POWER 250,789 |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 250,789 | |
| 12 | CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | ☐ |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.8% | |
| 14 | TYPE OF
REPORTING PERSON PN | |

page break

CUSIP No. 46564T107 SCHEDULE 13D Page 5 of 10 Pages

| 1 | NAME OF
REPORTING PERSON RELM Wireless Corporation | |
| --- | --- | --- |
| 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 Nevada | |
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH
REPORTING PERSON WITH | 7 | SOLE
VOTING POWER 0 |
| | 8 | SHARED
VOTING POWER 1,614,928 |
| | 9 | SOLE
DISPOSITIVE POWER 0 |
| | 10 | SHARED
DISPOSITIVE POWER 1,614,928 |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 1,614,928 | |
| 12 | CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | ☐ |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.0% | |
| 14 | TYPE OF
REPORTING PERSON CO | |

page break

CUSIP No. 46564T107 SCHEDULE 13D Page 6 of 10 Pages

| 1 | NAME OF
REPORTING PERSON D. Kyle Cerminara | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☐ |
| 3 | SEC USE
ONLY | |
| 4 | SOURCE
OF FUNDS OO; AF | |
| 5 | CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) | ☐ |
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION United States of America | |
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH
REPORTING PERSON WITH | 7 | SOLE
VOTING POWER 10,751 |
| | 8 | SHARED
VOTING POWER 2,126,948 |
| | 9 | SOLE
DISPOSITIVE POWER 10,751 |
| | 10 | SHARED
DISPOSITIVE POWER 2,126,948 |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 2,137,699* | |
| 12 | CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | ☐ |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.6% | |
| 14 | TYPE OF
REPORTING PERSON IN | |

---

*Includes 8,146 restricted stock units.

page break

CUSIP No. 46564T107 SCHEDULE 13D Page 7 of 10 Pages

This Amendment No. 5 to Statement of Beneficial Ownership on Schedule 13D (this “ Amendment No. 5 ” ) amends the Statement of Beneficial Ownership on Schedule 13D filed by the Reporting Persons on February 26, 2016 (as amended, the “ Schedule 13D ” or this “ Statement ” ), with respect to the Common Stock, $0.10 par value per share (the “ Common Stock ” ), of Iteris, Inc., a Delaware corporation (the “ Company ” ). Capitalized terms used but not defined in this Amendment No. 5 shall have the meanings set forth in the Schedule 13D. Except as amended and supplemented by this Amendment No. 5, the Schedule 13D remains unchanged.

Item 2. Identity and Background.

Information regarding the identity and background of each executive officer and director of RELM is set forth on Schedule B to this Statement. Each of the individuals identified on Schedule B to this Statement is a U.S. citizen.

None of the Reporting Persons, any of their partners, managers, officers or other controlling persons or, to the Reporting Persons’ knowledge, any individuals identified on Schedule B to this Statement has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

None of the Reporting Persons, any of their partners, managers, officers or other controlling persons or, to the Reporting Persons’ knowledge, any individuals identified on Schedule B to this Statement has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is 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.

Item 4. Purpose of Transaction.

On August 16, 2017, in connection with his decision not to stand for re-election to the Company’s Board of Directors at its 2017 Annual Stockholder Meeting (the “2017 Annual Meeting”), Mr. Cerminara, Chief Executive Officer of Fundamental Global Investors, LLC and Chairman of the Board of Directors of RELM Wireless Corporation, entered into a letter agreement with the Company, pursuant to which Mr. Cerminara agreed to a standstill on behalf of himself and the Reporting Persons with regard to the 2017 Annual Meeting and to vote his shares, and to cause the shares held by the Reporting Persons to be voted, for the slate of directors nominated by the Company at the 2017 Annual Meeting. The Company agreed to accelerate the vesting of Mr. Cerminara’s 8,146 restricted stock units as of the date of the 2017 Annual Meeting. The letter agreement is filed as Exhibit 99.1 to this Statement and is incorporated herein by reference.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Information set forth in Item 4 is incorporated herein by reference.

Pursuant to rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the Reporting Persons have entered into an agreement with respect to the joint filing of this Amendment No. 5, which agreement is set forth on the signature page to this Statement.

Item 7. Material to Be Filed as Exhibits.

99.1

Agreement, dated as of August 16, 2017, by and between Iteris, Inc. and Mr. Cerminara.

page break

CUSIP No. 46564T107 SCHEDULE 13D Page 8 of 10 Pages

SIGNATURE

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certifies 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: August 22, 2017

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 INVESTORS, LLC

/s/ D. Kyle Cerminara

D. Kyle Cerminara

Chief Executive Officer, Partner and Manager

FGI FUNDS MANAGEMENT, LLC

/s/ D. Kyle Cerminara

D. Kyle Cerminara

Manager

D. KYLE CERMINARA

/s/ D. Kyle Cerminara

LEWIS M. JOHNSON

/s/ Lewis M. Johnson

JOSEPH H. MOGLIA

/s/ Joseph H. Moglia

RELM WIRELESS CORPORATION

/s/ William P. Kelly

William P. Kelly

EVP and Chief Financial Officer

page break

CUSIP No. 46564T107 SCHEDULE 13D Page 9 of 10 Pages

Schedule B

Identity and Background of Executive Officers of RELM Wireless Corporation

Name	Business Address	Present Principal Occupation and Name, Principal Business and Address of any Organization in which such Employment Is Conducted
Timothy
A. Vitou	7100
Technology Drive West
Melbourne, FL 32904	President RELM
Wireless Corporation 7100
Technology Drive West
Melbourne, FL 32904
William
P. Kelly	7100
Technology Drive West
Melbourne, FL 32904	Executive
Vice President and Chief Financial Officer RELM
Wireless Corporation 7100
Technology Drive West
Melbourne, FL 32904
James
R. Holthaus	7100
Technology Drive West
Melbourne, FL 32904	Chief
Technology Officer RELM
Wireless Corporation 7100
Technology Drive West
Melbourne, FL 32904
James
E. Gilley	7100
Technology Drive West
Melbourne, FL 32904	Chief
Scientist RELM
Wireless Corporation 7100
Technology Drive West
Melbourne, FL 32904

Identity and Background of Directors of RELM Wireless Corporation

Name	Business Address	Present Principal Occupation and Name, Principal Business and Address of any Organization in which such Employment Is Conducted
D. Kyle
Cerminara Chairman
of the Board of
RELM	4201
Congress Street, Suite
140 Charlotte,
NC 28209 11422
Miracle Hills Drive Suite
300 Omaha,
NE 68154 131
Plantation Ridge Drive Suite 100 Mooresville,
NC 28117	Chief
Executive Officer Fundamental
Global Investors, LLC 4201
Congress Street, Suite 140 Charlotte,
NC 28209 Chief
Executive Officer and Chairman
of the Board of Directors Ballantyne
Strong, Inc. 11422
Miracle Hills Drive, Suite 300 Omaha,
NE 68154 Ballantyne
Strong, Inc. is a publicly-held holding company with diverse
business activities focused on serving the cinema, retail,
financial, and government markets.
Lewis
M. Johnson	c/o CWA
Asset Management Group, LLC 9130
Galleria Court Third
Floor Naples,
FL 34109 c/o
Fundamental Global Investors, LLC 4201
Congress Street Suite
140 Charlotte,
NC 28209	CWA
Asset Management Group, LLC 9130
Galleria Court, Third Floor Naples,
FL 34109 Co-Founder
and Partner Fundamental
Global Investors, LLC 4201
Congress Street, Suite 140 Charlotte,
NC 28209

page break

CUSIP No. 46564T107 SCHEDULE 13D Page 10 of 10 Pages

| General
E. Gray Payne | c/o The
Columbia Group 100 M
Street SE, Suite 900 Washington,
D.C. 20003 | Senior
Vice President The
Columbia Group 100 M
Street SE, Suite 900 Washington,
D.C. 20003 The
Columbia Group is a federal consulting firm working with the
Department of Defense, Department of Homeland Security, NOAA and
private clients. |
| --- | --- | --- |
| Charles
T. Lanktree | 7100
Technology Drive West
Melbourne, FL 32904 | President
and Chief Executive Officer Eggland’s
Best, LLC 2
Ridgedale Avenue, Suite 201 Cedar Knolls, NJ 07927 Eggland’s
Best, LLC is a distributor of nationally branded eggs. |
| Ryan
R.K. Turner | 7100
Technology Drive West
Melbourne, FL 32904 | Vice
President of Strategic Investments Ballantyne
Strong, Inc. 11422
Miracle Hills Drive, Suite 300 Omaha,
NE 68154 |
| | | Ballantyne
Strong, Inc. is a publicly-held holding company with diverse
business activities focused on serving the cinema, retail,
financial, and government markets. |
| John W.
Struble | 7100
Technology Drive West
Melbourne, FL 32904 | Chief
Financial Officer IntraPac
International Corporation 136
Fairview Road, Suite 320 Mooresville,
NC 28117 IntraPac
International Corporation is a private equity owned manufacturing
company. |
| Michael
R. Dill | 7100
Technology Drive West
Melbourne, FL 32904 | President,
Aerospace, Power Generation and General
Industrial divisions AFGlobal
Corporation 945
Bunker Hill Rd, Suite 500 Houston,
TX 77024 AFGlobal
Corporation is a privately-held, integrated technology and
manufacturing company. |

line