Electromed, Inc. — Major Shareholding Notification 2011

Feb 10, 2011

SC 13G 1 electro110620winn_13g.htm SCHEDULE 13G electro110620winn_13g.htm - Generated by SEC Publisher for SEC Filing

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

Electromed, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
285409 108
(CUSIP Number)
December 31, 2010
(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)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

*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 the 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 8 Pages

SCHEDULE 13G

CUSIP No. 285409 108 Page 2 of 8 Pages

1	names of reporting persons
	G & J Winn Family LLLP
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
	USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	sole voting power
		446,303
	6	shared voting power
		0
	7	sole dispositive power
		446,303
	8	shared dispositive power
		0
9	aggregate amount beneficially owned by each reporting person
	446,303
10	check if the aggregate amount in row (9) excludes certain shares (see instructions) ¨
11	percent of class represented by amount in row (9)
	5.5%
12	type of reporting person (see instructions)
	PN

SCHEDULE 13G

CUSIP No. 285409 108 Page 3 of 8 Pages

1	names of reporting persons
	Dr. George H. Winn
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
	USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	sole voting power
		146,405
	6	shared voting power
		446,303
	7	sole dispositive power
		146,405
	8	shared dispositive power
		446,303
9	aggregate amount beneficially owned by each reporting person
	592,708
10	check if the aggregate amount in row (9) excludes certain shares (see instructions) ¨
11	percent of class represented by amount in row (9)
	7.3%
12	type of reporting person (see instructions)
	IN

SCHEDULE 13G

CUSIP No. 285409 108 Page 4 of 8 Pages

1	names of reporting persons
	Joan C. Winn
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
	USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	sole voting power
		0
	6	shared voting power
		446,303
	7	sole dispositive power
		0
	8	shared dispositive power
		446,303
9	aggregate amount beneficially owned by each reporting person
	446,303
10	check if the aggregate amount in row (9) excludes certain shares (see instructions) ¨
11	percent of class represented by amount in row (9)
	5.5%
12	type of reporting person (see instructions)
	IN

Item 1(a) Name of Issuer:

Electromed, Inc.

Item 1(b) Address of Issuer’s Principal Executive Offices:

500 Sixth Avenue NW

New Prague, MN 56071

Item 2(a) Name of Person Filing:

(i)	G & J Winn Family LLLP, a Minnesota limited liability limited partnership, with respect to the common stock held directly by it.
(ii)	Dr. George H. Winn, an individual, with respect to the common stock directly by him individually, with respect to the common stock owned directly by the George H. Winn IRA, and with respect to the stock held directly by the G & J Winn Family LLLP, a Minnesota limited liability limited partnership, of which he is a general partner.
(iii)	Joan C. Winn, an individual, with respect to the stock held directly by the G & J Winn Family LLLP, a Minnesota limited liability limited partnership, of which she is a general partner.

Item 2(b) Address of Principal Business Office or, if None, Residence:

The business address of each person filing is:

301 Main Street East

New Prague, Minnesota 56071

Item 2(c) Citizenship:

USA

Item 2(d) Title of Class of Securities:

Common Stock

Item 2(e) CUSIP Number:

285409 108

Item 3 If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

(a)	¨	Broker or dealer registered under Section 15 of the Act.
(b)	¨	Bank as defined in Section 3(a)(6) of the Act.
(c)	¨	Insurance company as defined in Section 3(a)(19) of the Act.
(d)	¨	Investment company registered under Section 8 of the Investment Company Act of 1940.
(e)	¨	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E).
(f)	¨	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F).
(g)	¨	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G).
(h)	¨	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
(i)	¨	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.
(j)	¨	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
(k)	¨	Group, in accordance with § 240.13d-1(b)(1)(ii)(K).

Page 5 of 8 Pages

If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:

Item 4 Ownership

See Cover Page, Items 5 through 11.

Item 5 Ownership of Five Percent or Less of a Class:

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨ .

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:

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 Certifications:

Not applicable.

Page 6 of 8 Pages

EXHIBITS

Joint Filing Agreement, dated February 10, 2011, among the G & J Winn Family LLLP, George H. Winn, and Joan C. Winn.

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: February 10, 2011
G & J Winn Family LLLP
BY:	/s/ George H. Winn
	George H. Winn, General Partner
BY:	/s/ Joan C. Winn
	Joan C. Winn, General Partner
/s/ George H. Winn
George H. Winn
/s/ Joan C. Winn
Joan C. Winn

Page 7 of 8 Pages

Agreement to Make Joint Filing Statement

The undersigned hereby agree to file a joint Schedule 13G with respect to the interests of the undersigned in Electromed, Inc. and that the Schedule 13G to which this Agreement is attached has been filed on behalf of each of the undersigned.

Dated: February 10, 2011
G & J Winn Family LLLP
BY:	/s/ George H. Winn
	George H. Winn, General Partner
BY:	/s/ Joan C. Winn
	Joan C. Winn, General Partner
/s/ George H. Winn
George H. Winn
/s/ Joan C. Winn
Joan C. Winn

Page 8 of 8 Pages