RAND CAPITAL CORP — Major Shareholding Notification 2017

Jul 28, 2017

SC 13G/A 1 t1700392_sc13ga.htm SCHEDULE 13G (AMENDMENT NO. 4)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13G

(Rule 13d-102)

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

| Rand
Capital Corporation |
| --- |
| (Name of Issuer) |
| Common Stock, $0.10 par value |
| (Title of Class of Securities) |
| 752185108 |
| (CUSIP Number) |
| March 21, 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)

þ 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).

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SCHEDULE 13G

CUSIP NO. 752185108 2 of 5

| 1 | NAMES OF REPORTING PERSONS Utility Service Holding
Company, Inc. | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (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 1,165,946 |
| | 6 | SHARED VOTING POWER 0 |
| | 7 | SOLE DISPOSITIVE POWER 1,165,946 |
| | 8 | SHARED DISPOSITIVE POWER 0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON 1,165,946 | |
| 10 | CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ | |
| 11 | PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9) 18.4% | |
| 12 | TYPE OF REPORTING PERSON CO | |

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SCHEDULE 13G

CUSIP NO. 752185108 3 of 5

Item 1(a). Name of Issuer:

Rand Capital Corporation, Inc.

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

2200 Rand Building, Buffalo, NY, 14203.

Items 2(a). Name of Persons Filing:

Utility Service Holding Company, Inc.

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

P.O. Box 120, Warthen, Georgia 31094.

Item 2(c). Citizenship:

Delaware

Item 2(d). Title of Class of Securities:

Common Stock, $0.10 par value per share

Item 2(e). CUSIP Number:

752185108

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 (15 U.S.C. 78o).

(b) ¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c) ¨ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d) ¨ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

(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);

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SCHEDULE 13G

CUSIP NO. 752185108 4 of 5

(h) ¨ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i) ¨ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j) ¨ Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4. Ownership.

(a) Amount beneficially owned: 1,165,946

(b) Percent of class: 18.4%

(c) Number of shares to which such Reporting Persons have:

(i) Sole power to vote or direct the vote: 1,165,946

(ii) Shared power to vote or direct the vote: 0

(iii) Sole power to dispose or to direct the disposition of: 1,165,946

(iv) Shared power to dispose of or direct the disposition of: 0

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 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 a Group.

Not Applicable.

Item 10. Certification.

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SCHEDULE 13G

CUSIP NO. 752185108 5 of 5

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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, other than activities solely in connection with a nomination under §240.14a-11.

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/ Carl S. Cummings, Sr.
Utility Service Holding
Company, Inc.
By: Carl S. Cummings,
Sr.
Title: President

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