BK Technologies Corp — Major Shareholding Notification 2017

Jun 20, 2017

SC 13D/A 1 rwc_sc13da.htm SC 13D AMENDMENT NO. 4 Document created using Blueprint(R) - powered by Issuer Direct - www.issuerdirect.com Copyright 2017 Issuer Direct Corporation Blueprint

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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. 4)*

| ITERIS, INC. |
| --- |
| (Name
of Issuer) |
| Common Stock, $0.10 par value per share |
| (Title
of Class of Securities) |
| 46564T107 |
| (CUSIP
Number) |
| William P. Kelly RELM Wireless Corporation 7100 Technology Drive West Melbourne, Florida 32904 (321) 984-1414 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) |
| June 12, 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.

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• 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 ).

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CUSIP No. 46564T107 SCHEDULE 13D Page 2 of 11 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 | |

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CUSIP No. 46564T107 SCHEDULE 13D Page 3 of 11 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 | |

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CUSIP No. 46564T107 SCHEDULE 13D Page 4 of 11 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 | |

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CUSIP No. 46564T107 SCHEDULE 13D Page 5 of 11 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 | |

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CUSIP No. 46564T107 SCHEDULE 13D Page 6 of 11 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 | |

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*Includes 8,146 restricted stock units.

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CUSIP No. 46564T107 SCHEDULE 13D Page 7 of 11 Pages

This Amendment No. 4 to Statement of Beneficial Ownership on Schedule 13D (this “ Amendment No. 4 ” ) 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. 4 shall have the meanings set forth in the Schedule 13D. Except as amended and supplemented by this Amendment No. 4, 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 the Reporting Persons, including brokerage commissions, was approximately as follows: FGPP, $1,150,462, FGPM, $926,707, and RELM, $2,963,352. The source of these funds was working capital of FGPP, FGPM, and RELM, as applicable.

The Common Stock reported as owned by Mr. Cerminara was received as compensation for his service as a director of the Company. On September 1, 2016, Mr. Cerminara received 2,605 restricted stock units, which vested in full on October 26, 2016. On March 3, 2017, Mr. Cerminara received 8,146 restricted stock units, which vest in full on the first anniversary of the grant date, subject to Mr. Cerminara’s continued service as a director. Each restricted stock unit represents the right to receive one share of Common Stock.

Item 5. Interest in Securities of the Issuer.

(a) The Reporting Persons beneficially own in the aggregate 2,137,699 shares of Common Stock, which represents approximately 6.6% of the Company ’ s outstanding shares of Common Stock.

Each of FGPP, FGPM and RELM 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. Share purchases by RELM were made through Tactical Capital Investments LLC, a Delaware limited liability company and a wholly-owned subsidiary of RELM. None of the other Reporting Persons or, to the Reporting Persons ’ knowledge, any individuals identified on Schedule B to the Schedule 13D directly holds any of the shares of Common Stock disclosed in this Statement, except as previously described in Item 5 of the Schedule 13D or as described below.

100 shares of Common Stock are held by RELM of record; the remaining shares of Common Stock held by RELM are in an account that is managed by CWA Asset Management Group, LLC (doing business as “ Capital Wealth Advisors ” ). CWA Asset Management Group, LLC provides wealth management, estate planning and family office services to individual investors. Fundamental Global Investors, LLC owns 50% of CWA Asset Management Group, LLC. In addition, CWA Asset Management Group, LLC holds 104,078 shares of Common Stock for the accounts of individual investors, which represents approximately 0.5% of the Company’s outstanding shares of Common Stock.

Each percentage ownership of shares of Common Stock set forth in this Statement is based on the 32,493,210 shares of Common Stock reported by the Company as outstanding as of June 5, 2017 in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on June 13, 2017 with respect to its fiscal year ended March 31, 2017.

(c) On April 28, 2017, in a cross-trade, FGPP acquired 125,624 shares of Common Stock from FGPM at a purchase price of $5.22 per share. On June 14, 2017, FGPM completed a withdrawal and redemption in-kind of 88,028 shares of Common Stock from FGPM to a limited partner.

The transactions effected by the Reporting Persons in the Common Stock through the open market during the past 60 days are set forth on Schedule A to this Statement.

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

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. 4, which agreement is set forth on the signature page to this Statement.

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CUSIP No. 46564T107 SCHEDULE 13D Page 8 of 11 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: June 20, 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

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CUSIP No. 46564T107 SCHEDULE 13D Page 9 of 11 Pages

Schedule A

Transactions by the Reporting Persons in the Common Stock in the Past 60 Days:

Fundamental Global Partners Master Fund, LP (FGPM) :

Transaction Date	Number of Shares Bought/(Sold)	Average Price Per Share ($)
6/12/2017	(90,480)	$
5.50
6/13/2017	(18,270)	$
5.47

Fundamental Global Partners, LP (FGPP) :

Transaction Date	Number of Shares Bought/(Sold)	Average Price Per Share ($)
6/12/2017	(94,220)	$
5.50
6/13/2017	(19,027)	$
5.47

RELM Wireless Corporation :

Transaction Date	Number of Shares Bought/(Sold)	Average Price Per Share ($)
6/12/2017	(135,800)	$
5.50
6/13/2017	(27,421)	$
5.47

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CUSIP No. 46564T107 SCHEDULE 13D Page 10 of 11 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
E. Gilley | 7100
Technology Drive West
Melbourne, FL 32904 | Chief
Technology Officer and Vice President 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 | 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. |
| | 131
Plantation Ridge Drive Suite
100 Mooresville,
NC 28117 | |
| 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 |

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CUSIP No. 46564T107 SCHEDULE 13D Page 11 of 11 Pages

| Name | Business Address | Present Principal Occupation and Name, Principal Business and
Address of any Organization in which such Employment Is Conducted |
| --- | --- | --- |
| 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. |

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