Amended Statement of Beneficial Ownership (sc 13d/a)
25 Abril 2018 - 4:02PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
Hardinge Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
412324303
(CUSIP Number)
Privet Fund LP
Attn: Ryan Levenson
79 West Paces Ferry Road, Suite 200B
Atlanta, GA 30305
With a copy to:
Rick Miller
Bryan Cave LLP
1201 W. Peachtree St., 14th Floor
Atlanta, GA 30309
Tel: (404) 572-6600
(Name, Address and Telephone Number
of Person Authorized to Receive Notices and Communications)
April 25, 2018
(Date of Event which Requires Filing of
this Statement)
If the filing person has previously filed
a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because
of Rule 13d-1(e), (f) or (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 § 240.13d-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
).
SCHEDULE 13D
CUSIP No.
412324303
|
|
Page
2 of 9
Pages
|
1
|
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF
ABOVE PERSON
Privet Fund LP
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(b)
¨
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
WC
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
1,315,090
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
1,315,090
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,315,090
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
x
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.1%
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
|
|
|
|
SCHEDULE 13D
CUSIP No.
412324303
|
|
Page
3 of 9
Pages
|
1
|
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF
ABOVE PERSON
Privet Fund Management LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(b)
¨
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
WC, AF
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
1,372,188
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
1,372,188
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,372,188
|
12
|
CHECK BOX
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
x
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.6%
|
14
|
TYPE OF REPORTING PERSON
OO
|
|
|
|
|
|
SCHEDULE 13D
CUSIP No.
412324303
|
|
Page
4 of 9
Pages
|
1
|
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF
ABOVE PERSON
Ryan Levenson
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(b)
¨
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
SC, AF
|
5
|
CHECK BOX 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
1,632
|
8
|
SHARED VOTING POWER
1,372,188
|
9
|
SOLE DISPOSITIVE POWER
1,632
|
10
|
SHARED DISPOSITIVE POWER
1,372,188
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,373,820
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.6%
|
14
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
|
SCHEDULE 13D
CUSIP No.
412324303
|
|
Page
5 of 9
Pages
|
1
|
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF
ABOVE PERSON
Privet Capital Investments II, LP
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(b)
¨
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
OO
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
0
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
x
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
|
|
|
|
SCHEDULE 13D
CUSIP No.
412324303
|
|
Page
6 of 9
Pages
|
1
|
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF
ABOVE PERSON
Hardinge Holdings, LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(b)
¨
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
OO
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
0
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
x
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
14
|
TYPE OF REPORTING PERSON
OO
|
|
|
|
|
|
SCHEDULE 13D
CUSIP No.
412324303
|
|
Page
7 of 9
Pages
|
1
|
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF
ABOVE PERSON
Hardinge Merger Sub, Inc.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(b)
¨
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
OO
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
New York
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
0
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
x
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
14
|
TYPE OF REPORTING PERSON
CO
|
|
|
|
|
|
Reference is hereby made to the statement
on Schedule 13D filed with the Securities and Exchange Commission (the “
Commission
”) on December 3, 2014, as
amended on March 3, 2015, October 16, 2015, August 17, 2016, August 11, 2017, November 2, 2017, and February 16, 2018 (as amended,
the “
Schedule 13D
”), with respect to the Common Stock, par value $0.01 per share (the “
Common Stock
”),
of Hardinge Inc., a New York corporation (the “
Company
” or “
Issuer
”). This Amendment No.
7 is being filed to provide Exhibit 99.1 hereto in response to comments received by the Reporting Persons from the staff of the
Commission on the Reporting Persons’ confidential treatment request to Exhibit 99.1 filed with Amendment No. 6 to the Schedule
13D. Capitalized terms not otherwise defined herein are used as defined in the Schedule 13D. The Reporting Persons hereby amend
and supplement the Schedule 13D as follows.
Item 3. Source and Amount of Funds or
Other Consideration.
Item 3 is hereby amended to add the following
under the existing heading “The Debt Commitment Letter”:
On February 22, 2018, Parent and Privet
Fund Management entered into an amendment to the Debt Commitment Letter with Lender to extend to August 27, 2018 (taking into account
all extension periods that may be available if certain conditions are met) the date upon which the Debt Commitment Letter and the
commitments thereunder will automatically terminate in the event that the debt financing contemplated thereby has not been funded.
The foregoing description of the amendment to the Debt Commitment Letter does not purport to be complete and is qualified in its
entirety by reference to the terms and conditions of the amendment to the Debt Commitment Letter, a copy of which was filed as
Exhibit (b)(2) to Schedule 13E-3 by the Company on March 5, 2018 and is incorporated by reference in its entirety into this Item
3.
Item 5. Interest in Securities of
the Issuer.
Item
5(a) is hereby amended and restated in its entirety to read as follows:
|
(a)
|
As of the date of this filing, the Reporting Persons beneficially own 1,373,820 shares of Common
Stock, or approximately 10.6% of the outstanding Common Stock (
calculated based on information
included in the
Form 10-K filed by the
Company for the fiscal year ended
December
31, 2017
, which reported that 12,966,148 shares of Common Stock
were outstanding as
of March 6, 2018).
|
Item 7. Materials to be Filed as Exhibits.
Item 7 is hereby amended to add the following:
Exhibit 99.1 Debt Commitment Letter
from White Oak Capital Advisors, LLC to Hardinge Holdings, LLC and Privet Fund Management LLC dated February 12, 2018, superseding
Exhibit 99.2 to Amendment No. 6 to the Schedule 13D (Confidential information has been omitted and filed separately with the Commission).
Exhibit 99.2 Amendment to the Debt
Commitment Letter, dated February 22, 2018, by and among Hardinge Holdings, LLC, Privet Fund Management LLC, and White Oak Global
Advisors, LLC, filed as Exhibit (b)(2) to the Schedule 13E-3 filed by the Company on March 5, 2018, and incorporated herein by
reference.
SCHEDULE 13D
CUSIP No.
412324303
|
|
Page
9 of 9
Pages
|
Signature
After reasonable inquiry and to the best
of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete
and correct.
|
PRIVET FUND LP
|
|
|
|
By: Privet Fund Management LLC,
|
|
Its General Partner
|
|
|
|
By:
/s/ Ryan Levenson
|
|
Name: Ryan Levenson
|
|
Its: Managing Member
|
|
|
|
PRIVET FUND MANAGEMENT LLC
|
|
|
|
By:
/s/ Ryan Levenson
|
|
Name: Ryan Levenson
|
|
Its: Managing Member
|
|
|
|
/s/ Ryan Levenson
|
|
Ryan Levenson
|
|
|
|
PRIVET CAPITAL INVESTMENTS II, LP
|
|
|
|
By: Privet Capital Management LLC, its General Partner
|
|
|
|
By:
/s/ Ryan Levenson
|
|
Name: Ryan Levenson
|
|
Its: Managing Member
|
|
|
|
HARDINGE HOLDINGS, LLC
|
|
|
|
By: Privet Fund Management LLC, its Manager
|
|
|
|
By:
/s/ Ryan Levenson
|
|
Name: Ryan Levenson
|
|
Its: Managing Member
|
|
|
|
HARDINGE MERGER SUB, INC.
|
|
|
|
By:
/s/ Ryan Levenson
|
|
Name: Ryan Levenson
|
|
Its: Chief Executive Officer
|
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