DATA I/O CORP — Major Shareholding Notification 2017

Oct 31, 2017

SC 13D/A 1 sc13da511527002_10312017.htm SCHEDULE 13D AMENDMENT NO. 5

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 5) 1

DATA I/O CORPORATION

(Name of Issuer)

Class A Common Stock, no par value

(Title of Class of Securities)

237690102

(CUSIP Number)

Mr. David L. Kanen

Kanen Wealth Management, LLC

5850 Coral Ridge Drive , Suite 309

Coral Springs , FL 33076

(631) 863-3100

ANDREW M. FREEDMAN, ESQ.

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

October 31, 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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1 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. 237690102

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	NAME OF REPORTING PERSON
	KANEN WEALTH MANAGEMENT, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐
		(b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	FLORIDA
NUMBER OF	7	SOLE VOTING POWER
SHARES
BENEFICIALLY		- 0 -
OWNED BY	8	SHARED VOTING POWER
EACH
REPORTING		875,467
PERSON WITH	9	SOLE DISPOSITIVE POWER
		- 0 -
	10	SHARED DISPOSITIVE POWER
		875,467
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	875,467
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	10.7%
14	TYPE OF REPORTING PERSON
	IA

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2

CUSIP NO. 237690102

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	NAME OF REPORTING PERSON
	DAVID KANEN
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐
		(b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS
	PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	USA
NUMBER OF	7	SOLE VOTING POWER
SHARES
BENEFICIALLY		222,281
OWNED BY	8	SHARED VOTING POWER
EACH
REPORTING		875,467
PERSON WITH	9	SOLE DISPOSITIVE POWER
		222,281
	10	SHARED DISPOSITIVE POWER
		875,467
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,097,748
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	13.4%
14	TYPE OF REPORTING PERSON
	IN

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CUSIP NO. 237690102

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The following constitutes Amendment No. 5 to the Schedule 13D filed by the undersigned (“Amendment No. 5”). This Amendment No. 5 amends the Schedule 13D as specifically set forth herein.

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

Item 3 is hereby amended and restated to read as follows:

The Shares purchased by Kanen Wealth Management, LLC and Mr. Kanen were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated by reference herein. The aggregate purchase price of the 1,097,748 Shares beneficially owned by Kanen Wealth Management, LLC is approximately $2,989,042.31, including brokerage commissions. The aggregate purchase price of the 222,281 Shares beneficially owned by Mr. Kanen is approximately $491,892.69, including brokerage commissions.

Item 5. Interest in Securities of the Issuer.

Item 5 is hereby amended and restated to read as follows:

The aggregate percentage of Shares reported owned by each person named herein is based upon 8,172,491 Shares outstanding, as of October 31, 2017, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 11, 2017.

A. Kanen Wealth Management, LLC

(a) As of the close of business on October 31, 2017, Kanen Wealth Management, LLC beneficially owned 875,467 Shares.

Percentage: 10.7%

(b) 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 875,467 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 875,467

(c) The transactions in the Shares by Kanen Wealth Management, LLC since the filing of Amendment No. 4 are set forth in Schedule A and are incorporated herein by reference.

B. David Kanen

(a) As of the close of business on October 31, 2017, Mr. Kanen directly beneficially owned 222,281 Shares. Mr. Kanen, as the managing member of Kanen Wealth Management, LLC, may be deemed the beneficial owner of the 875,467 Shares owned by Kanen Wealth Management, LLC.

Percentage: 13.4%

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(b) 1. Sole power to vote or direct vote: 222,281 2. Shared power to vote or direct vote: 875,467 3. Sole power to dispose or direct the disposition: 222,281 4. Shared power to dispose or direct the disposition: 875,467

(c) The transactions in the Shares by Mr. Kanen and Kanen Wealth Management, LLC since the filing of Amendment No. 4 are set forth in Schedule A and are incorporated herein by reference.

Kanen Wealth Management, LLC, in its role as investment manager to several customer accounts (collectively, the "Accounts") to which it furnishes investment advice, and Mr. Kanen, as the managing member of Kanen Wealth Management, LLC, may each be deemed to beneficially own shares of the Issuer's Common Stock held in the Accounts.

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CUSIP NO. 237690102

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SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: October 31, 2017

/s/ David Kanen
Name:	David Kanen
Title:	Managing Member, Kanen Wealth Management LLC

/s/ David Kanen
DAVID KANEN

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SCHEDULE A

Transactions in the Shares of the Issuer Since the Filing of Amendment No. 4 to the Schedule 13D

Nature of the Transaction Amount of Shares Purchased/(Sold) Price ($) Date of Purchase/Sale

KANEN WEALTH MANAGEMENT, llC

Sale of Common Stock	(3700)	10.1046	10/18/2017
Sale of Common Stock	(28,235)	10.0523	10/20/2017
Sale of Common Stock	(20,956)	10.1273	10/23/2017
Sale of Common Stock	(290)	9.9	10/24/2017
Sale of Common Stock	(348,029)	11.6149	10/27/2017
Sale of Common Stock	(151,940)	12.2674	10/30/2017
Sale of Common Stock	(166,621)	12.8003	10/31/2017

DAvid Kanen

Sale of Common Stock	(12,000)	11.6149	10/20/2017
Sale of Common Stock	(30,200)	12.2674	10/27/2017
Sale of Common Stock	(17,300)	12.8003	10/30/2017
Sale of Common Stock	(18,821)	12.8003	10/31/2017