INTRUSION INC — Major Shareholding Notification 2017

Jan 27, 2017

SC 13G/A 1 d336980dsc13ga.htm SC 13G/A SC 13G/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 12)

Intrusion Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

46121E205

(CUSIP Number)

December 31, 2016

(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)

• 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 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).

SCHEDULE 13G

CUSIP No. 46121E205 Page 2 of 9

| 1 | Names of
Reporting Persons MAZ Partners LP | |
| --- | --- | --- |
| 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 Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power 0 |
| | 6 | Shared Voting Power 952,176 (1) |
| | 7 | Sole Dispositive Power 0 |
| | 8 | Shared Dispositive Power 952,176 (1) |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 952,176 (1) | |
| 10 | Check Box if the Aggregate Amount in
Row (9) Excludes Certain Shares (See Instructions) ☐ | |
| 11 | Percent of Class Represented by Amount
in Row (9) 7.5% | |
| 12 | Type of Reporting Person (See
Instructions) PN | |

(1) Excludes 46,000 shares of Common Stock issuable upon the conversion of Series 3 5% Preferred Stock, which are convertible only to the extent that the number of shares of Common Stock issuable pursuant to the 5% Preferred Stock, together with the number of shares of Common Stock owned by the stockholder (but not including shares of Common Stock underlying unconverted portions of the 5% Preferred Stock) would not exceed 9.9% of the then outstanding Common Stock.

SCHEDULE 13G

CUSIP No. 46121E205 Page 3 of 9

| 1 | Names of
Reporting Persons MAZ Capital Advisors, LLC | |
| --- | --- | --- |
| 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 Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power 0 |
| | 6 | Shared Voting Power 952,176 (1) |
| | 7 | Sole Dispositive Power 0 |
| | 8 | Shared Dispositive Power 952,176 (1) |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 952,176 (1) | |
| 10 | Check Box if the Aggregate Amount in
Row (9) Excludes Certain Shares (See Instructions) ☐ | |
| 11 | Percent of Class Represented by Amount
in Row (9) 7.5% | |
| 12 | Type of Reporting Person (See
Instructions) OO | |

(1) Excludes 46,000 shares of Common Stock issuable upon the conversion of Series 3 5% Preferred Stock, which are convertible only to the extent that the number of shares of Common Stock issuable pursuant to the 5% Preferred Stock, together with the number of shares of Common Stock owned by the stockholder (but not including shares of Common Stock underlying unconverted portions of the 5% Preferred Stock) would not exceed 9.9% of the then outstanding Common Stock.

SCHEDULE 13G

CUSIP No. 46121E205 Page 4 of 9

| 1 | Names of
Reporting Persons Walter Schenker | |
| --- | --- | --- |
| 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 301,622 |
| | 6 | Shared Voting Power 952,176 (1) |
| | 7 | Sole Dispositive Power 301,622 |
| | 8 | Shared Dispositive Power 952,176 (1) |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 1,253,798 | |
| 10 | Check Box if the Aggregate Amount in
Row (9) Excludes Certain Shares (See Instructions) ☐ | |
| 11 | Percent of Class Represented by Amount
in Row (9) 9.8% | |
| 12 | Type of Reporting Person (See
Instructions) IN | |

(1) Excludes 46,000 shares of Common Stock issuable upon the conversion of Series 3 5% Preferred Stock, which are convertible only to the extent that the number of shares of Common Stock issuable pursuant to the 5% Preferred Stock, together with the number of shares of Common Stock owned by the stockholder (but not including shares of Common Stock underlying unconverted portions of the 5% Preferred Stock) would not exceed 9.9% of the then outstanding Common Stock.

SCHEDULE 13G

CUSIP No. 46121E205 Page 5 of 9

Item 1(a)	Name of Issuer:
	Intrusion Inc.
Item 1(b)	Address of Issuer’s Principal Executive Offices:
	1101 East Arapaho Road, Suite 200 Richardson, Texas 75081
Item 2(a)	Name of Person Filing:
	MAZ Partners LP MAZ Capital
Advisors, LLC Walter Schenker
	MAZ Partners LP is the record holder of the securities reported herein for MAZ Partners LP. MAZ Capital Advisors, LLC is the General Partner of MAZ Partners LP. Walter Schenker is the sole member and manager of MAZ
Capital Advisors, LLC.
Item 2(b)	Address of Principal Business Office or, if none, Residence:
	MAZ Partners LP MAZ Capital
Advisors, LLC Walter Schenker
	1130 Route 46, Suite 22 Parsippany, New Jersey 07054
Item 2(c)	Citizenship:
	MAZ Partners LP – Delaware MAZ Capital Advisors, LLC – Delaware Walter Schenker –
USA
Item 2(d)	Title of Class of Securities:
	Common Stock, $.01 par value
Item 2(e)	CUSIP Number:
	46121E205
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:.
	Not applicable.
Item 4.	Ownership
	Each reporting person’s calculation of its percentage ownership of the Common Stock of the Issuer is based upon 12,747,836 shares of Common Stock issued and outstanding as of November 1, 2016, as reported by the
Issuer in its Quarterly Report on Form 10-Q filed with the Commission on November 14, 2016.
(a)	Amount beneficially owned:

SCHEDULE 13G

CUSIP No. 46121E205 Page 6 of 9

| | MAZ Partners LP – 952,176 MAZ Capital Advisors, LLC –952,176 Walter Schenker –
301,622(1) | | |
| --- | --- | --- | --- |
| | (1) Includes 204,731 shares held by Mr. Schenker in an IRA. | | |
| (b) | Percent of class: | | |
| | MAZ Partners LP – 7.5% MAZ
Capital Advisors, LLC – 7.5% Walter Schenker – 9.8% | | |
| (c) | Number of shares as to which the person has: | | |
| | MAZ Partners LP | | |
| | (i) | Sole power to vote or to direct the vote: | 0. |
| | (ii) | Shared power to vote or to direct the vote | 952,176. |
| | (iii) | Sole power to dispose or to direct the disposition of | 0. |
| | (iv) | Shared power to dispose or to direct the disposition of | 952,176. |
| | MAZ Capital Advisors, LLC | | |
| | (i) | Sole power to vote or to direct the vote: | 0. |
| | (ii) | Shared power to vote or to direct the vote | 952,176. |
| | (iii) | Sole power to dispose or to direct the disposition of | 0. |
| | (iv) | Shared power to dispose or to direct the disposition of | 952,176. |
| | Walter Schenker | | |
| | (i) | Sole power to vote or to direct the vote: | 301,622. |
| | (ii) | Shared power to vote or to direct the vote | 952,176. |
| | (iii) | Sole power to dispose or to direct the disposition of | 301,622. |
| | (iv) | Shared power to dispose or to direct the disposition of | 952,176. |
| 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. | | |

SCHEDULE 13G

CUSIP No. 46121E205 Page 7 of 9

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.

SCHEDULE 13G

CUSIP No. 46121E205 Page 8 of 9

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: January 27, 2017

MAZ Partners LP
By:	MAZ Capital Advisors, LLC, its General
Partner
By:	/s/ Walter Schenker
Name:	Walter Schenker
Title:	Manager
MAZ Capital Advisors, LLC
By:	/s/ Walter Schenker
Name:	Walter Schenker
Title:	Manager
	/s/ Walter Schenker
	Walter Schenker

SCHEDULE 13G

CUSIP No. 46121E205 Page 9 of 9

EXHIBIT 1

AMENDED AND RESTATED JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the common stock of Intrusion Inc. and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings.

In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement as of the 27 th day of January 2017.

MAZ Partners LP
By:	MAZ Capital Advisors, LLC, its General
Partner
By:	/s/ Walter Schenker
Name:	Walter Schenker
Title:	Manager
MAZ Capital Advisors, LLC
By:	/s/ Walter Schenker
Name:	Walter Schenker
Title:	Manager
	Walter Schenker
	Walter Schenker