Rekor Systems, Inc. — Major Shareholding Notification 2021

Feb 13, 2021

SC 13G/A 1 formsc-13ga.htm

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934 (Amendment No. 1)*

Rekor Systems, Inc.

(Name of Issuer)

Common Stock, par value 0.0001 per share

(Title of Class of Securities)

759419104

(CUSIP Number)

December 31, 2020

(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)

[X] Rule 13d-1(c)

[ ] Rule 13d-1(d)

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• 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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| 1. | NAME
OF REPORTING PERSONS I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Cedarview
Capital Management, LP | |
| --- | --- | --- |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS) | (a)
[ ] (b)
[X] |
| 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 545,330 | |
| 7. | SOLE
DISPOSITIVE POWER 0 | |
| 8. | SHARED
DISPOSITIVE POWER 545,330 | |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 545,330 | |
| 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) 1.36% | |
| 12. | TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) PN,
OO, IA | |

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| 1. | NAME
OF REPORTING PERSONS I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Cedarview
Opportunities Master Fund LP | |
| --- | --- | --- |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS) | (a)
[ ] (b)
[X] |
| 3. | SEC
USE ONLY | |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION Cayman
Islands | |
| NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH | | |
| 5. | SOLE
VOTING POWER 0 | |
| 6. | SHARED
VOTING POWER 315,000 | |
| 7. | SOLE
DISPOSITIVE POWER 0 | |
| 8. | SHARED
DISPOSITIVE POWER 315,000 | |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 315,000 | |
| 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) 0.79% | |
| 12. | TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) CO | |

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| 1. | NAME
OF REPORTING PERSONS I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Burton
Weinstein | |
| --- | --- | --- |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS) | (a)
[ ] (b)
[X] |
| 3. | SEC
USE ONLY | |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION United
States of America | |
| NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH | | |
| 5. | SOLE
VOTING POWER 123,500 | |
| 6. | SHARED
VOTING POWER 545,330 | |
| 7. | SOLE
DISPOSITIVE POWER 123,500 | |
| 8. | SHARED
DISPOSITIVE POWER 545,330 | |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 668,830 | |
| 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) 1.68% | |
| 12. | TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) IN,
HC | |

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| Item
1. | (a). | Name
of Issuer: |
| --- | --- | --- |
| | | Rekor
Systems, Inc. |
| | (b). | Address
of issuer’s principal executive offices: |
| | | 7172
Columbia Gateway Drive, Suite 400 |
| | | Columbia,
MD 21046 |
| Item
2. | (a). | Name
of person filing: |
| | | Cedarview
Capital Management, LP |
| | | Cedarview
Opportunities Master Fund LP |
| | | Burton
Weinstein |
| | (b). | Address
or principal business office or, if none, residence: |
| | | Cedarview
Capital Management, LP |
| | | One
Penn Plaza |
| | | 45 th Floor |
| | | New
York, New York 10119 |
| | | Cedarview
Opportunities Master Fund LP |
| | | c/o
Cedarview Capital Management, LP |
| | | One
Penn Plaza |
| | | 45 th Floor |
| | | New
York, New York 10119 |
| | | Burton
Weinstein |
| | | c/o
Cedarview Capital Management, LP |
| | | One
Penn Plaza |
| | | 45 th Floor |
| | | New
York, New York 10119 |
| | (c). | Citizenship: |
| | | Cedarview
Capital Management, LP – Delaware |
| | | Cedarview
Opportunities Master Fund LP. – Cayman Islands |
| | | Burton
Weinstein – United States of America |
| | (d). | Title
of class of securities: |
| | | Common
Stock, par value 0.0001 per share |
| | (e). | CUSIP
No.: |
| | | 759419104 |

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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
		N/A
Item 4.	Ownership.
	Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
	(a)	Amount beneficially owned:
			Cedarview Capital Management, LP – 545,330*
			Cedarview Opportunities Master Fund LP – 315,000 *
			Burton Weinstein – 668,830*
	(b)	Percent of class:
			Cedarview Capital Management, LP – 1.36%*
			Cedarview Opportunities Master Fund LP – 0.79%*
			Burton Weinstein – 1.68%*
	(c)	Number of shares as to which the person has:
		(i)	Sole power to vote or to direct the vote
			Cedarview Capital Management, LP – 0
			Cedarview Opportunities Master Fund LP – 0
			Burton Weinstein – 123,500
		(ii)	Shared power to vote or to direct the vote
			Cedarview Capital Management, LP – 545,330*
			Cedarview Opportunities Master Fund LP – 315,000 *
			Burton Weinstein – 668,830*
		(iii)	Sole power to dispose or to direct the disposition of
			Cedarview Capital Management, LP – 0
			Cedarview Opportunities Master Fund LP – 0
			Burton Weinstein – 123,500
		(iv)	Shared power to dispose or to direct the disposition of
			Cedarview Capital Management, LP – 545,330*
			Cedarview Opportunities Master Fund LP – 315,000 *
			Burton Weinstein – 668,830*

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• The Common Stock, par value 0.0001 per share, (the "Shares"), of Rekor Systems, Inc. (the "Company") reported herein are held by Cedarview Opportunities Master Fund LP and one or more private funds (together the "Funds") and certain separately managed accounts (together the “Accounts”) managed by Cedarview Capital Management, LP (the "Adviser"). The Adviser, in its capacity as the investment manager of the Funds, has the power to vote and the power to direct the disposition of all Shares held by the Funds. Accordingly, for the purposes of Reg. Section 240.13d-3, the Adviser may be deemed to beneficially own an aggregate of 545,330 Shares, or 1.36% of the Company’s 39,844,106 Shares deemed issued and outstanding as of February 5, 2021, as disclosed in the Issuer’s Prospectus, as filed with the SEC on February 5, 2021 . Burton Weinstein is the Managing Partner of the Adviser. This report shall not be deemed an admission that the Adviser, the Funds or any other person is the beneficial owner of the securities reported herein for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Each of the reporting persons herein disclaims beneficial ownership of the Shares reported herein except to the extent of the reporting person’s pecuniary interest therein.

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| 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 [X]. |
| Item
6. | Ownership
of More Than Five Percent on Behalf of Another Person. |
| | If
any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest
relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or
endowment fund is not required. |
| | N/A |
| Item
7. | Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control
Person. |
| | If
a parent holding company or control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under
Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent
holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating
the identification of the relevant subsidiary. |
| | N/A |
| Item
8. | Identification
and Classification of Members of the Group. |
| | If
a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit
stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to
Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identity of each member of the group. |
| | N/A |
| Item
9. | Notice
of Dissolution of Group. |
| | Notice
of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings
with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual
capacity. See Item 5. |
| | N/A |
| 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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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 12, 2021

| Cedarview
Capital Management, LP | |
| --- | --- |
| By: | /s/
Burton Weinstein |
| | Burton
Weinstein, Managing Partner |
| Cedarview
Opportunities Master Fund LP | |
| By: | /s/
Burton Weinstein |
| | Burton
Weinstein, Managing Member of Cedarview GP, LLC, its General Partner |
| Burton
Weinstein | |
| By: | /s/
Burton Weinstein |
| | Burton
Weinstein, Individually |

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7 for other parties for whom copies are to be sent.

Attention. Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).

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