ISSC Innovative Solutions and Support Inc

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

 

(Rule 13d-101. Information to be Included in Statements Filed Pursuant to §240.13d-1(a) and

Amendments Thereto Filed Pursuant to §240.13d-2(a))

 

Under the Securities Exchange Act of 1934

(Amendment No. 3)^*

 

 

Innovative Solutions and Support, Inc.

(Name of Issuer)

 

Common Stock, par value $0.001 per share

(Title of Class of Securities)

 

45769N-10-5

(CUSIP Number)

 

Estate of Geoffrey S. M. Hedrick

c/o Innovative Solutions and Support, Inc.

Attn: Christopher Scott Ginieczki, Personal Representative of Estate

720 Pennsylvania Drive

Exton, PA 19341

(610) 646-9800

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

February 13, 2024

(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 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 § 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/A

 

CUSIP 45769N-10-5

	1		NAME OF REPORTING PERSON
				Estate of Geoffrey S. M. Hedrick
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ¨
																		(b) ¨
	3		SEC USE ONLY
	4		SOURCE OF FUNDS
				Not applicable
	5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)															¨
	6		CITIZENSHIP OR PLACE OF ORGANIZATION
				United States of America
NUMBER OF				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							-0-
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							1,243,239
PERSON WITH				9		SOLE DISPOSITIVE POWER
							-0-
				10		SHARED DISPOSITIVE POWER
							1,243,239
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				1,243,239
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															¨
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				7.12% (1)
	14		TYPE OF REPORTING PERSON
				OO

 

(1)

Calculated based on 17,459,983 shares of common stock of the Issuer outstanding as of January 12, 2024, as reported in the Issuer’s Amendment No. 1 on Form 10-K/A to its Annual Report on Form 10-K for the fiscal year ended September 30, 2023.

 

 

SCHEDULE 13D/A

 

CUSIP 45769N-10-5

	1		NAME OF REPORTING PERSON
				Christopher Scott Ginieczki, as Personal Representative of the Estate of Geoffrey S. M. Hedrick
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ¨
																		(b) ¨
	3		SEC USE ONLY
	4		SOURCE OF FUNDS
				Not applicable
	5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)															¨
	6		CITIZENSHIP OR PLACE OF ORGANIZATION
				United States of America
NUMBER OF				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							-0-
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							1,264,187 (1)
PERSON WITH				9		SOLE DISPOSITIVE POWER
							-0-
				10		SHARED DISPOSITIVE POWER
							1,264,187 (1)
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				1,264,187 (1)
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															¨
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				7.24% (2)
	14		TYPE OF REPORTING PERSON
				IN

 

(1)

Amount includes 1,243,239 shares of common stock of the Issuer owned by the Estate and 20,948 shares of common stock of the Issuer owned by the Ginieczki Family Trust of which Mr. Ginieczki is a co-trustee.

(2)

Calculated based on 17,459,983 shares of common stock of the Issuer outstanding as of January 12, 2024, as reported in the Issuer’s Amendment No. 1 on Form 10-K/A to its Annual Report on Form 10-K for the fiscal year ended September 30, 2023.

 

 

SCHEDULE 13D/A

 

CUSIP 45769N-10-5

 

This Amendment No. 3 to Schedule 13D (this “Amendment No. 3”) is filed to amend the Schedule 13D (the “Initial Schedule 13D”) filed with the Securities and Exchange Commission (the “SEC”) on December 28, 2022 by the Reporting Persons, as amended by Amendment No. 1 to Schedule 13D filed on August 11, 2023 (“Amendment No. 1”), as amended by Amendment No. 2 to Schedule 13D filed on February 1, 2024 (“Amendment No. 2” and collectively with the Initial Schedule 13D and Amendment No. 1, the “Schedule 13D”). This Amendment No. 3 supplements and amends the Schedule 13D as specifically set forth herein. Except as supplemented and amended by this Amendment No. 3, the Schedule 13D remains unchanged. Capitalized terms used herein and not otherwise defined in this Amendment No. 3 shall have the meanings set forth in the Schedule 13D.

 

Item 4. Purpose of Transaction.

 

Item 4 of the Schedule 13D is hereby amended by adding the following immediately at the end thereof:

 

This Amendment No. 3 reports a decrease in the Reporting Persons percentage of beneficial ownership of the outstanding shares of Common Stock of the Issuer since the date of Amendment No. 2.

 

Item 5. Interest in Securities of the Issuer.

 

Paragraphs (a), (b) and (c) of Item 5 of the Schedule 13D are hereby deleted in their entirety and replaced with the following:

 

(a)-(b)     The Reporting Persons may be deemed to beneficially own 1,243,239 shares of Common Stock of the Issuer, which represent approximately 7.12% of the outstanding Common Stock of the Issuer, based on 17,459,983 shares of Common Stock of the Issuer outstanding as of January 12, 2024, as reported in the Issuer’s Amendment No. 1 on Form 10-K/A to its Annual Report on Form 10-K for the fiscal year ended September 30, 2023. The Reporting Persons have shared voting and dispositive power over the 1,243,239 shares of Common Stock of the Issuer, which were previously owned directly by Mr. Hedrick prior to his death and are now owned by the Estate. In addition, Mr. Ginieczki may be deemed to share voting and dispositive power over 20,948 shares of Common Stock of the Issuer that are held by the Ginieczki Family Trust, of which Mr. Ginieczki is a co-trustee.

 

(c)            During the past sixty (60) days, the Estate sold an aggregate of 408,653 shares of Common Stock of the Issuer in open market transactions as follows:

 

Date of Sale				Number of Shares				Price Per Share(1)
	12/21/2023				128,946			$	8.26	*
	12/26/2023				1,379			$	8.25
	12/29/2023				7,600			$	8.52	*
	1/2/2024				3,362			$	8.52	*
	1/3/2024				607			$	8.30
	1/4/2024				5,563			$	8.35	*
	1/16/2024				800			$	8.20
	1/17/2024				173			$	8.15
	1/18/2024				8,941			$	8.17	*
	1/19/2024				3,507			$	8.17	*
	1/22/2024				6,539			$	8.16	*
	1/23/2024				5,411			$	8.17	*
	1/29/2024				409			$	8.16	*
	1/30/2024				1,002			$	8.16	*
	1/31/2024				824			$	8.15
	2/1/2024				6,146			$	8.169	*
	2/2/2024				12,541			$	8.184	*
	2/5/2024				14,269			$	8.168	*
	2/6/2024				30,000			$	8.172	*
	2/7/2024				6,442			$	8.167	*
	2/8/2024				4,964			$	8.157	*
	2/9/2024				7,457			$	8.166	*
	2/12/2024				9,162			$	8.173	*
	2/13/2024				84,329			$	8.25	*
	2/14/2024				58,280			$	8.16	*

 

(1)            The price shown with an asterisk (*) is the weighted average sale price for the transactions reported on the date of sale. These shares of Common Stock were sold in multiple transactions at the price ranges, excluding commissions, set forth below:

 

 

	Date of Sale				Price Range Per Share
	12/21/2023				$8.25 - $8.65
	12/29/2023				$8.50 - $8.59
	1/2/2024				$8.45 - $8.605
	1/4/2024				$8.30 - $8.40
	1/18/2024				$8.15 - $8.24
	1/19/2024				$8.15 - $8.22
	1/22/2024				$8.15 - $8.23
	1/23/2024				$8.15 - $8.245
	1/29/2024				$8.15 - $8.205
	1/30/2024				$8.15 - $8.18
	2/1/2024				$8.15 - $8.255
	2/2/2024				$8.15 - $8.265
	2/5/2024				$8.15 - $8.235
	2/6/2024				$8.15 - $8.30
	2/7/2024				$8.15 - $8.255
	2/8/2024				$8.15 - $8.20
	2/9/2024				$8.15 - $8.23
	2/12/2024				$8.15 - $8.225
	2/13/2024				$8.15 - $8.40
	2/14/2024				$8.102 - $8.40

 

The Reporting Persons undertake to provide, upon request, to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transactions were effected.

 

Item 7.      Material to be Filed as Exhibits.

 

Exhibit 99.1

Joint Filing Agreement, dated as of February 15, 2024, between the Estate of Geoffrey S. M. Hedrick and Christopher Scott Ginieczki, as Personal Representative of the Estate of Geoffrey S. M. Hedrick.

 

 

SIGNATURES

 

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct.

 

Dated: February 15, 2024

 

	Estate of Geoffrey S. M. Hedrick
	By:	/s/ Christopher Scott Ginieczki
		Name:	Christopher Scott Ginieczki
		Title:	Personal Representative of the Estate of Geoffrey S. M. Hedrick

 

	/s/ Christopher Scott Ginieczki
	Christopher Scott Ginieczki, as Personal Representative of the Estate of Geoffrey S. M. Hedrick

 

 

 

EXHIBIT 99.1

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agree to the joint filing of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.001 per share, of Innovative Solutions and Support, Inc., a Pennsylvania corporation, and that this agreement be included as an Exhibit 99.1 to such joint filing. This agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. The undersigned acknowledge that each shall be responsible for the timely filing of any amendments, and for the completeness and accuracy of the information concerning such party contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other party making the filing unless such party knows or has reason to believe that such information is inaccurate.

 

IN WITNESS WHEREOF, each of the undersigned hereby executes this agreement as of February 15, 2024.

 

	ESTATE OF GEOFFREY S. M. HEDRICK
	By:	/s/ Christopher Scott Ginieczki
		Name:	Christopher Scott Ginieczki
		Title:	Personal Representative of the Estate of Geoffrey S. M. Hedrick

 

	/s/ Christopher Scott Ginieczki
	Christopher Scott Ginieczki, as Personal Representative of the Estate of Geoffrey S. M. Hedrick

 

 

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