ESPEY MFG & ELECTRONICS CORP

Major Shareholding Notification • Jul 16, 2024

SC 13G/A 1 ea0209456-13ga6kessel_espey.htm AMENDMENT NO. 6 TO SCHEDULE 13G

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A (Amendment No. 6)

Under the Securities Exchange Act of 1934

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2

Espey Mfg & Electronics Corp.

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(Name of Issuer)

Common Stock

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(Title of Class of Securities)

296650104

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(CUSIP Number)

July 15, 2024

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(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)

☐ Rule 13d-1(d)

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CUSIP No. 296650104 SCHEDULE 13G/A Page 2 of 7 Pages

| 1 | NAME
OF REPORTING PERSON Stanley
Kesselman | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a)
☐ (b) ☐ |
| 3 | SEC
USE ONLY | |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION USA | |

| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH | SOLE
VOTING POWER | 211,694 |
| --- | --- | --- |
| 6 | SHARED
VOTING POWER | 0 |
| 7 | SOLE
DISPOSITIVE POWER | 211,694 |
| 8 | SHARED
DISPOSITIVE POWER | 0 |

| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 211,694 | |
| --- | --- | --- |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ☐ |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.75%* | |
| 12 | TYPE
OF REPORTING PERSON IN (Individual) | |

• Percentage ownership is based upon 2,732,762 common stock of the Issuer outstanding as of May 10, 2024, as reported in the Issuer’s Form 10-Q as filed with the Securities and Exchange Commission on May 13, 2024.

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CUSIP No. 296650104 SCHEDULE 13G/A Page 3 of 7 Pages

| Item 1(a). | Name
of Issuer: |
| --- | --- |
| | Espey
Mfg & Electronics Corp. |
| Item
1(b). | Address
of Issuer’s Principal Executive Offices: |
| | 233
Ballston Avenue, Saratoga Springs, New York 12866 |
| Item
2(a). | Name
of Person Filing: |
| | Stanley
Kesselman |
| Item
2(b). | Address
of Principal Business Office or, if None, Residence: |
| | c/o
Maxim Group, 300 Park Ave, 16th Floor, New York, NY 10022 |
| Item
2(c). | Citizenship
or Jurisdiction of Organization: |
| | USA |
| Item
2(d). | Title
of Class of Securities: |
| | Common
Stock |
| Item
2(e). | CUSIP
Number: |
| | 296650104 |

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CUSIP No. 296650104 SCHEDULE 13G/A Page 4 of 7 Pages

Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

N/A

(a) ☐ Broker or dealer registered under Section 15 of the Exchange Act.

(b) ☐ Bank as defined in Section 3(a)(6) of the Exchange Act.

(c) ☐ Insurance company as defined in Section 3(a)(19) of the Exchange Act.

(d) ☐ Investment company registered under Section 8 of the Investment Company Act.

(e) ☐ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

(f) ☐ An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

(g) ☐ A parent holding company or control person in accordance with Rule 13d-1(b)(ii)(G);

(h) ☐ A savings association as defined in Section 3(b) of 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 Rule 13d-1(b)(1)(ii)(J)

(j) ☐ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with Rule 13d–1(b)(1)(ii)(J), please specify the type of institution: __

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CUSIP No. 296650104 SCHEDULE 13G/A Page 5 of 7 Pages

Item 4. Ownership.

| (a) | Amount
beneficially owned: |
| --- | --- |
| | 211,694 |
| (b) | Percent
of class: |
| | 7.75%* |
| (c) | Number
of shares as to which such person has: |
| (i) | Sole
power to vote or to direct the vote: 211,694 |
| (ii) | Shared
power to vote or to direct the vote: 0 |
| (iii) | Sole
power to dispose or to direct the disposition of: 211,694 |
| (iv) | Shared
power to dispose or to direct the disposition of: 0 |

• Percentage ownership is based upon 2,732,762 common stock of the Issuer outstanding as of May 10, 2024, as reported in the Issuer’s Form 10-Q as filed with the Securities and Exchange Commission on May 13, 2024.

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CUSIP No. 296650104 SCHEDULE 13G/A Page 6 of 7 Pages

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. 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.

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CUSIP No. 296650104 SCHEDULE 13G/A Page 7 of 7 Pages

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:
July 16, 2024 |
| --- |
| /s/
Stanley Kesselman |
| Name:
Stanley Kesselman |

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