Major Shareholding Notification • Feb 13, 2018
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934 (Amendment No. 3)*
The Eastern Company
(Name of Issuer)
Common Stock, No par value
(Title of Class of Securities)
276317104
(CUSIP Number)
December 31, 2017
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[ ] Rule 13d-1(b)
[ X ] Rule 13d-1(c)
[ ] 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).
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
PAGEBREAK
CUSIP No. 276317104
| 1 | NAMES OF REPORTING
PERSONS: | |
| --- | --- | --- |
| | Minerva Advisors
LLC Minerva Group, LP Minerva GP, LP Minerva GP, Inc. David
P. Cohen | |
| 2 | CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): | |
| | (a) [ ] | |
| | (b) [
] | |
| 3 | SEC
USE ONLY: | |
| 4 | CITIZENSHIP OR PLACE
OF ORGANIZATION: | |
| | Minerva Advisors LLC -
Deleware Minerva Group, LP - Deleware Minerva GP, LP - Deleware Minerva GP, Inc. - Pennsylvania David P. Cohen - U.S. Citizen | |
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING
POWER: |
| | | Minerva Advisors LLC - 214,985 Minerva Group, LP - 214,985 Minerva GP, LP - 214,985 Minerva GP, Inc.* -214,985 David P.
Cohen - 217,235 Each of these reporting persons is deemed a beneficial owner of the
214,985 shares of the Issuer held by Minerva Group, LP. David P. Cohen is also the beneficial owner of 2,250 shares of the Issuer owned individually. |
| | 6 | SHARED VOTING
POWER: |
| | | Minerva Advisors LLC - 142,016 David P. Cohen - 142,016 David P. Cohen is deemed a beneficial owner of the 142,016 shares of
the Issuer beneficially owned by Minerva Advisors LLC. |
| | 7 | SOLE DISPOSITIVE
POWER: |
| | | Minerva Advisors LLC - 214,985 Minerva Group, LP - 214,985 Minerva GP, LP - 214,985 Minerva GP, Inc.* -214,985 David P.
Cohen - 217,235 Each of these reporting persons is deemed a beneficial owner of the
214,985 shares of the Issuer held by Minerva Group, LP. David P. Cohen is also the beneficial owner of 2,250 shares of the Issuer owned individually. |
| | 8 | SHARED DISPOSITIVE
POWER: |
| | | Minerva Advisors LLC - 142,016 David P. Cohen - 142,016 David P. Cohen is deemed a beneficial owner of the 142,016 shares of
the Issuer beneficially owned by Minerva Advisors LLC. |
| 9 | AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON: | |
| | Minerva Advisors LLC* -
357,001 Minerva Group, LP - 214,985 Minerva GP, LP - 214,985 Minerva GP, Inc. - 214,985 David P. Cohen - 359,251 Each of these reporting persons is deemed a beneficial owner of the
214,985 shares of the Issuer held by Minerva Group, LP. David P.
Cohen is the beneficial owner of the 2,250 shares of the Issuer owned individually and is also deemed a beneficial owner of the 357,001 shares
of the Issuer beneficially owned by Minerva Advisors LLC. | |
| 10 | CHECK IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS): | |
| | [ ] | |
| 11 | PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9): | |
| | Minerva Advisors LLC* - 5.7% Minerva Group, LP - 3.4% Minerva
GP, LP - 3.4% Minerva GP, Inc. - 3.4% David P. Cohen - 5.7% Each of these reporting persons is deemed a beneficial owner of the
3.4% of the shares of the Issuer held by Minerva Group, LP. David P.
Cohen is also deemed a beneficial owner of the 5.7% of the
shares of the Issuer beneficially owned by Minerva Advisors LLC. Based on a total of 6,261,415 shares of the Issuer's Common Stock
outstanding as of October 18, 2017, as reported in the Issuer's Quarterly
Report on Form 10-Q for the period ended October 1, 2017. | |
| 12 | TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS): | |
| | Minerva Advisors LLC - IA Minerva Group, LP - PN Minerva GP, LP - PN Minerva GP, Inc. -
CO David P. Cohen - IN | |
SCHEDULE 13G
| Item 1(a) | Name of Issuer. |
|---|---|
| The Eastern Company | |
| Item 1(b) | Address of Issuer's Principal Executive |
Offices. |
| | 112 Bridge Street Naugatuck, CT 06770 |
| Item 2(a) | Name of Person Filing. |
| | Minerva Advisors LLC Minerva Group, LP Minerva GP, LP Minerva GP, Inc. David P. Cohen |
| Item 2(b) | Address of Principal Business Office or, if none,
Residence. |
| | 50 Monument Road, Suite 201 Bala Cynwyd, PA 19004 |
| Item 2(c) | Citizenship. |
| | David P. Cohen is a U.S. Citizen. Minerva
Advisors LLC, Minerva Group, LP, and Minerva GP, LP are organized under
Delaware law. Minerva GP, Inc. is organized under Pennsylvania law. |
| Item 2(d) | Title of Class of Securities. |
| | Common Stock, No par value |
| Item 2(e) | CUSIP Number. |
| | 276317104 |
| Item 3 | This statement is not filed
pursuant to Rules 13d-1(b), 13d-2(b) or 13d-2(c). | |
| --- | --- | --- |
| Item 4 | Ownership . | |
| | (a) | Amount
beneficially owned: Minerva Advisors LLC* -
357,001 Minerva Group, LP - 214,985 Minerva GP, LP - 214,985 Minerva GP, Inc. - 214,985 David P. Cohen - 359,251 Each of these reporting persons is deemed a beneficial owner of the
214,985 shares of the Issuer held by Minerva Group, LP. David P.
Cohen is the beneficial owner of the 2,250 shares of the Issuer owned individually and is also deemed a beneficial owner of the 357,001 shares
of the Issuer beneficially owned by Minerva Advisors LLC. |
| | (b) | Percent of Class: Minerva Advisors LLC* - 5.7% Minerva Group, LP - 3.4% Minerva
GP, LP - 3.4% Minerva GP, Inc. - 3.4% David P. Cohen - 5.7% Each of these reporting persons is deemed a beneficial owner of the
3.4% of the shares of the Issuer held by Minerva Group, LP. David P.
Cohen is also deemed a beneficial owner of the 5.7% of the
shares of the Issuer beneficially owned by Minerva Advisors LLC. Based on a total of 6,261,415 shares of the Issuer's Common Stock
outstanding as of October 18, 2017, as reported in the Issuer's Quarterly
Report on Form 10-Q for the period ended October 1, 2017. |
| | (c) | Number of Shares as to which the person
has: (i) Sole power to vote or to direct the vote: Minerva Advisors LLC - 214,985 Minerva Group, LP - 214,985 Minerva GP, LP - 214,985 Minerva GP, Inc.* -214,985 David P.
Cohen - 217,235 Each of these reporting persons is deemed a beneficial owner of the
214,985 shares of the Issuer held by Minerva Group, LP. David P. Cohen is also the beneficial owner of 2,250 shares of the Issuer owned individually. (ii) Shared power to vote or to direct the vote: Minerva Advisors LLC - 142,016 David P. Cohen - 142,016 David P. Cohen is deemed a beneficial owner of the 142,016 shares of
the Issuer beneficially owned by Minerva Advisors LLC. (iii) Sole power to dispose or to direct the disposition of: Minerva Advisors LLC - 214,985 Minerva Group, LP - 214,985 Minerva GP, LP - 214,985 Minerva GP, Inc.* -214,985 David P.
Cohen - 217,235 Each of these reporting persons is deemed a beneficial owner of the
214,985 shares of the Issuer held by Minerva Group, LP. David P. Cohen is also the beneficial owner of 2,250 shares of the Issuer owned individually. (iv) Shared power to dispose or to direct the disposition of: Minerva Advisors LLC - 142,016 David P. Cohen - 142,016 David P. Cohen is deemed a beneficial owner of the 142,016 shares of
the Issuer beneficially owned by Minerva Advisors LLC. |
| Item 5 | Ownership of Five Percent or Less
of a Class. | |
| | Not applicable. | |
| Item 6 | Ownership of More Than Five Percent
on Behalf of Another Person. | |
| | Not applicable. | |
| Item 7 | Identification and Classification
of the Subsidiary Which Acquired the Security Being Reported On By the
Parent Holding Company or Control Person. | |
| | Not applicable. | |
| Item 8 | Identification and Classification
of Members of the Group. | |
| | Not applicable. | |
| Item 9 | Notice of Dissolution of
Group. | |
| | Not applicable. | |
| Item 10 | Certification. | |
| | By signing below I certify that, to
the best of my knowledge and belief, the securities referred to above were
not acquired and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the securities and
were not acquired and are not held in connection with or as a participant
in any transaction having that purpose or effect. | |
PAGEBREAK
SIGNATURE
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.
| MINERVA ADVISORS LLC | ||
|---|---|---|
| Date: February 9, 2018 | ||
| By: | David P. Cohen, President | |
| By: | /s/ Beth N. Lowson | |
| Name: Beth N. Lowson | ||
| Title: Attorney-In-Fact | ||
| The Nelson Law Firm, LLC | ||
| 445 Hamilton Avenue | ||
| Suite 1102 | ||
| White Plains, NY 10601 | ||
| MINERVA GROUP, LP | ||
| Date: February 9, 2018 | ||
| By: | MINERVA GP, LP, its General Partner | |
| By: | MINERVA GP, INC., its General Partner | |
| By: | David P. Cohen, President | |
| By: | /s/ Beth N. Lowson | |
| Name: Beth N. Lowson | ||
| Title: Attorney-In-Fact | ||
| The Nelson Law Firm, LLC | ||
| 445 Hamilton Avenue | ||
| Suite 1102 | ||
| White Plains, NY 10601 | ||
| MINERVA GP, LP | ||
| Date: February 9, 2018 | ||
| By: | MINERVA GP, INC., its General Partner | |
| By: | David P. Cohen, President | |
| By: | /s/ Beth N. Lowson | |
| Name: Beth N. Lowson | ||
| Title: Attorney-In-Fact | ||
| The Nelson Law Firm, LLC | ||
| 445 Hamilton Avenue | ||
| Suite 1102 | ||
| White Plains, NY 10601 | ||
| MINERVA GP, INC. | ||
| Date: February 9, 2018 | ||
| By: | David P. Cohen | |
| By: | /s/ Beth N. Lowson | |
| Name: Beth N. Lowson | ||
| Title: Attorney-In-Fact | ||
| The Nelson Law Firm, LLC | ||
| 445 Hamilton Avenue | ||
| Suite 1102 | ||
| White Plains, NY 10601 | ||
| DAVID P. COHEN | ||
| Date: February 9, 2018 | ||
| By: | /s/ Beth N. Lowson | |
| Name: Beth N. Lowson | ||
| Title: Attorney-In-Fact | ||
| The Nelson Law Firm, LLC | ||
| 445 Hamilton Avenue | ||
| Suite 1102 | ||
| White Plains, NY 10601 |
PAGEBREAK
POWER OF ATTORNEY
The undersigned does hereby constitute and appoint Stephen J. Nelson, Mary Anne Mayo, and Beth N. Lowson, each of The Nelson Law Firm, LLC, One North Broadway, Suite 712, White Plains, NY 10601, signing singly, with full power of substitution, as the true and lawful attorney of the undersigned, and authorizes and designates each of them to sign on behalf of the undersigned, and to file filings and any amendments thereto made by or on behalf of the undersigned in respect of the beneficial ownership of equity securities held by the undersigned, directly, indirectly or beneficially, pursuant to Sections 13(d), 13(f), 13(g) and 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned's responsibilities to comply with Sections 13(d), 13(f), 13(g) or 16 of the Exchange Act.
This Power of Attorney shall remain in full force and effect until withdrawn by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 5th day of February, 2016.
| By: |
|---|
| David P. Cohen |
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