ELECTRO SENSORS INC — Major Shareholding Notification 2004

Feb 13, 2004

SC 13D 1 a04-2361_1sc13d.htm SC 13D

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)

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

Under the Securities Exchange Act of 1934 (Amendment No. )*

*ELECTRO-SENSORS, INC.*

(Name of Issuer)

*COMMON STOCK*

(Title of Class of Securities)

*285233 10 3*

(CUSIP Number)

*Bradley D. Slye 6111 Blue Circle Drive Minnetonka, MN 55343-9108*

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

*April 9, 2002*

(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o

*Note:* Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) 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 1 of 4 Pages

SEQ.=1,FOLIO='Page 1 of 4 Pages',FILE='C:\jms\schella\04-2361-1\task75457\2361-1-ba.htm',USER='ssriram',CD='Feb 13 04:27 2004'

CUSIP No. 285233 10 3 13D Page 2 of 4 Pages

| 1 | NAMES OF REPORTING
PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Bradley D. Slye | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | (a) o |
| | | (b) o |
| 3 | SEC
USE ONLY | |
| 4 | SOURCE
OF FUNDS (SEE INSTRUCTIONS) OO | |
| 5 | CHECK IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION USA | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 163,867 (includes 58,500 shares purchasable upon exercise of options
presently exercisable or exercisable within 60 days of the date of this
Schedule) |
| | 8 | SHARED VOTING POWER 5,190 |
| | 9 | SOLE DISPOSITIVE POWER 163,867 (includes 58,500 shares purchasable upon exercise of options
presently exercisable or exercisable within 60 days of the date of this
Schedule) |
| | 10 | SHARED
DISPOSITIVE POWER 5,190 |
| 11 | AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON 169,057 (includes 58,500 shares purchasable upon exercise of options
presently exercisable or exercisable within 60 days of the date of this
Schedule) | |
| 12 | CHECK IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o | |
| 13 | PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 5.3% | |
| 14 | TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) IN | |

SEQ.=1,FOLIO='',FILE='C:\jms\schella\04-2361-1\task75457\2361-1-ba.htm',USER='ssriram',CD='Feb 13 04:27 2004'

| Item 1. | Security
and Issuer . | |
| --- | --- | --- |
| | Electro-Sensors,
Inc.; Common Stock | |
| Item
2. | Identity
and Background . | |
| | (a) | Bradley D. Slye |
| | (b) | 6111
Blue Circle Drive Minnetonka, MN 55343-9108 |
| | (c) | Chairman, President & CEO of Electro-Sensors,
Inc. |
| | (d) | During the last five years, Mr. Slye has not been
convicted in a criminal proceeding. |
| | (e) | Mr. Sly has not been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which he 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
3. | Source
and Amount of Funds | |
| | On
April 9, 2002, 18,750 additional shares vested in an option to purchase
75,000 shares of common stock granted to Mr. Slye on April 9, 2001, resulting
in Mr. Slye owning 5% or more of the common stock of Electro-Sensors, Inc. | |
| Item
4. | Purpose
of Transaction . | |
| | The
shares of the Issuer’s common stock were acquired by Mr. Slye for investment
purposes. Mr. Slye is an officer and
director of the Issuer. In his
capacity as an officer and director of the Issuer, Mr. Slye is in a position
to influence decisions on any plans or proposals of the type described in
paragraphs (a) through (j) of Item 4 of Schedule 13D. Mr. Slye may make additional purchases of
common stock either in the open market or in private transactions, including
shares which may be acquired upon exercise of options currently held or
subsequently acquired by him, depending on his evaluation of the Issuer’s
business, prospects and financial condition, the market for the common stock,
other opportunities available to him, general economic conditions, money and
stock market conditions and other future developments. Depending on the same factors, Mr. Slye
may decide in the future to sell all or part of his investments in the
Issuer’s common stock. | |
| Item
5. | Interest
in Securities of the Issuer . | |
| | As of April 9, 2002, Mr. Slye beneficially owned an
aggregate of 169,057 shares of | |

Page 3 of 4

SEQ.=1,FOLIO='Page 3 of 4',FILE='C:\jms\schella\04-2361-1\task75457\2361-1-ba.htm',USER='ssriram',CD='Feb 13 04:27 2004'

| | common
stock of the Issuer, representing 5.3% of the shares of common stock that
would be outstanding assuming exercise of the options held by him. Of such shares, 90,610 are held directly
by Mr. Slye, 5,190 are held indirectly by his spouse, 14,757 are held
indirectly in an Employee Stock Ownership Plan and 58,500 shares were
purchasable upon exercise of options which were currently exercisable or
became exercisable within 60 days of this Schedule. Mr. Slye has sole voting and dispositive power over 162,764
shares of the common stock and rights to acquire common stock currently owned
by him and shares voting and dispositive power of 5,190 share of the common
stock held by his spouse. The
reporting person has not engaged in any transaction during the 60 days prior
to April 9, 2002 in any securities of the Issuer. |
| --- | --- |
| Item
6. | Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer . |
| | None. |
| Item
7. | Material
to be Filed as Exhibits . |
| | None. |

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.

Dated:
/s/ Bradley D. Slye
Bradley D. Slye

Page 4 of 4

SEQ.=1,FOLIO='Page 4 of 4',FILE='C:\jms\schella\04-2361-1\task75457\2361-1-ba.htm',USER='ssriram',CD='Feb 13 04:27 2004'