Rekor Systems, Inc. — Major Shareholding Notification 2017

Sep 7, 2017

SC 13D 1 nvmm_rutherford13d.htm SC 13D Document created using Blueprint(R) - powered by Issuer Direct - www.issuerdirect.com Copyright 2017 Issuer Direct Corporation Blueprint

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Rule Below Paragraph

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. )*

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Novume Solutions, Inc.

(Name of Issuer)

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Common Stock, par value 0.0001 per share

(Title of Class of Securities)

67012D106

(CUSIP Number)

Scott Rutherford

Brekford Traffic Safety, Inc.

7020 Dorsey Rd., Suite C

Hanover, MD 21706

(410) 762-0800

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

August 28, 2017

(Date of Event Which Requires Filing of this Statement)

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If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

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

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CUSIP No. 67012D106

| 1 | NAMES
OF REPORTING PERSONS Scott
Rutherford | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) (a) ☐
(b) ☐ | |
| 3 | SEC USE
ONLY | |
| 4 | SOURCE
OF FUNDS (SEE INSTRUCTIONS) SC(1) | |
| 5 | CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) ☐ | |
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION United
States | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE
VOTING POWER 748,226(2) |
| | 8 | SHARED
VOTING POWER 0 |
| | 9 | SOLE
DISPOSITIVE POWER 748,226(2) |
| | 10 | SHARED
DISPOSITIVE POWER 0 |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 748,226(2) | |
| 12 | CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) ☐ | |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.4%(2) | |
| 14 | TYPE OF
REPORTING PERSON (SEE INSTRUCTIONS) IN | |

(1) See Item 3 below.

(2) See Item 5 below.

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CUSIP No. 67012D106

ITEM 1. Security and Issuer.

The securities to which this Schedule 13D relates are the common shares, $0.0001 par value per share (“Common Shares”) of Novume Solutions, Inc., a Delaware corporation (the “Issuer”). The address of the executive offices of the Issuer is 14420 Albemarle Point Place, Suite 200, Chantilly, VA 20151.

ITEM 2. Identity and Background.

(a), (b), (c), (d), (e) and (f). This Schedule 13D is being filed by Scott Rutherford, an individual. Mr. Rutherford serves as the Chief Technology Officer of Brekford Traffic Safety, Inc. (“Brekford”), a wholly owned subsidiary of the Issuer following the Mergers as set forth below in Item 3. His business address is identical to the business address of Brekford as reported on the coverpage of this Schedule 13D . Mr. Rutherford has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor was he a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of which 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. Mr. Rutherford is citizen of the United States.

ITEM 3. Source and Amount of Funds or Other Consideration.

The Common Shares were issued in connection with the closing of the merger transactions on August 28, 2017 (the “Mergers”) contemplated by that certain Second Amended Agreement and Plan of Merger (the “Merger Agreement”) dated as of July 12, 2017, by and among the Issuer, KeyStone Solutions, Inc., Brekford, Brekford Merger Sub, Inc., and KeyStone Merger Sub, LLC, as reported by the Issuer in its Current Report on Form 8-K as filed with the Securities and Exchange Commission (the “SEC”) on August 29, 2017. In connection with the Mergers, the Issuer issued the Common Shares to Mr. Rutherford in exchange for his Brekford common shares in the ratio set forth in the Merger Agreement.

ITEM 4. Purpose of Transaction.

As a result of the closing of the Mergers, Mr. Rutherford exceeded 5% beneficial ownership of Common Shares of the Issuer necessitating the filing of this Schedule 13D. In addition, in the future there may be additional issuances of stock options, restricted stock, restricted stock units, or other equity grants to Mr. Rutherford in connection with his employment by Brekford which could result in the acquisition of additional beneficial ownership of Common Shares of the Issuer.

Mr. Rutherford also reserves the right to purchase additional Common Shares or to dispose of Common Shares in the open market, in privately negotiated transactions or in any other lawful manner in the future.

Except as described above, Mr. Rutherford presently has no plans or proposals which relate to or would result in any action enumerated in subparagraphs (a) through (j) of the instructions for Item 4 of Schedule 13D.

ITEM 5. Interest in Securities of the Issuer.

(a), (b) Mr. Rutherford holds directly 748,226 Common Shares of the Issuer. Mr. Rutherford may be deemed to be the beneficial owner with sole voting and dispositive power of 748,226 shares of Common Stock, or 5.4% of the class of securities.

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CUSIP No. 67012D106

The calculation of percentage ownership is based on 13,933,991 shares of Common Shares outstanding as of the closing of the Mergers on August 28, 2017, as reported by the Issuer’s Transfer Agent on August 31, 2017.

(c) During the last 60 days, the following issuances of the Issuer’s Common Shares were made to Mr. Rutherford in connection with the Mergers:

Trade Date	Common Shares Acquired	Price Per Share ($)
8/28/2017	748,226	N/A
– Exchanged for Brekford Common Shares in the Mergers
pursuant to the Merger Agreement

(d) and (e) Not applicable.

ITEM 6. Contracts, Arrangements, Understandings or Relationship with Respect to the Securities of the Issuer.

No contracts, arrangements, understandings, or relationships (legal or otherwise) exist between Mr. Rutherford and any person with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies.

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CUSIP No. 67012D106

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:
September 7, 2017 |
| --- |
| Scott
Rutherford |

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