Amended Statement of Ownership (sc 13g/a)
08 Enero 2018 - 11:23AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
Amendment No. 2
Talon International, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
87484F108
(CUSIP Number)
December 31, 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:
[X] Rule 13d-1(b)
[_] Rule 13d-1(c)
[_] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a
reporting persons 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
).
SCHEDULE 13G/A
1
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Names of Reporting
Persons
|
|
|
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North Star Investment
Management Corporation
|
2
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Check the appropriate box if a member of
a Group (see instructions)
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|
|
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(a)
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[ ]
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|
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(b)
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[ ]
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3
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Sec Use
Only
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4
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Citizenship or Place of Organization
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Delaware
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5
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Sole
Voting Power
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|
|
|
|
|
5,183,233
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Number of
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|
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Shares
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6
|
Shared Voting Power
|
Beneficially
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Owned
by Each
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|
Reporting Person
|
7
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Sole
Dispositive Power
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With:
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|
|
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5,183,233
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|
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8
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Shared Dispositive Power
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|
|
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120,000
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9
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Aggregate Amount Beneficially Owned by
Each Reporting Person
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|
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5,303,233
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|
10
|
Check box if the aggregate amount in row
(9) excludes certain shares (See Instructions)
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[ ]
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11
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Percent of class represented by amount in
row (9)
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5.7% (
See
Item
4 below)
|
12
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Type of Reporting Person (See
Instructions)
|
|
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|
IA
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|
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Page 2 of 5
Talon International, Inc.
|
(b)
|
Address of Issuers Principal Executive
Offices:
|
21900 Burbank Boulevard, Suite 270,
Woodland Hills, CA 91367
|
(a)
|
Name of Person Filing:
|
North Star Investment Management
Corporation
|
(b)
|
Address of Principal Business Office or, if None,
Residence:
|
20 N. Wacker Drive, Suite 1416,
Chicago, Illinois 60606
Delaware
|
(d)
|
Title and Class of
Securities:
|
Common Stock
87484F108
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)
|
[_]
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Broker or dealer registered under Section 15 of
the Act;
|
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|
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(b)
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[_]
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Bank as defined in Section 3(a)(6) of the Act;
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(c)
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[_]
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Insurance company as defined in Section
3(a)(19) of the Act;
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(d)
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[_]
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Investment company registered under Section 8
of the Investment Company Act of 1940;
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(e)
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[X]
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An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
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(f)
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[_]
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An employee benefit plan or endowment fund in
accordance with Rule 13d-1(b)(1)(ii)(F);
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(g)
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[_]
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A parent holding company or control person in
accordance with Rule 13d-1(b)(1)(ii)(G);
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(h)
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[_]
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A savings associations as defined in Section
3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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Page 3 of 5
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(i)
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[_]
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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;
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(j)
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[_]
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A non-U.S. institution in accordance with Rule
240.13d-1(b)(1)(ii)(J);
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(k)
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[_]
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Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If
filing as a non-U.S. institution in accordance with Rule
240.13d-1(b)(1)(ii)(J), please specify the type of institution:
|
The information reported below in this Item 4 is as of December
31, 2017. The percentage set forth in Item 4(b) is based on 92,338,283 shares of
the Issuers Common Stock outstanding as of November 8, 2017, as reported in
the Issuers Form 10-Q for the quarter ended September 30, 2017 (as filed
November 14, 2017).
(a)
|
Amount Beneficially Owned:
5,303,233
|
|
|
(b)
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Percent of Class
: 5.7%
|
|
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(c)
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Number of shares as to which such person
has:
|
|
(i)
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Sole power to vote or to direct the vote:
5,183,233
|
|
|
|
|
(ii)
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Shared power to vote or to direct the vote:
0
|
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|
|
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(iii)
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Sole power to dispose or to direct the disposition of:
5,183,233
|
|
|
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(iv)
|
Shared power to dispose or to direct the disposition
of:
120,000
|
Item 5.
|
Ownership of Five Percent or Less of a
Class.
|
Not Applicable
Item 6.
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Ownership of more than Five Percent on
Behalf of Another Person.
|
As of December 31, 2017, the following
persons were known to the Reporting Person to have the right to receive
dividends from, or the proceeds from the sale of more than 5% of the Common
Stock of the Issuer.
North Star 10 10 Fund L.P.
Item 7.
|
Identification and classification of the
subsidiary which acquired the security being reported on
by the
parent holding company or control person.
|
Not Applicable.
Item 8.
|
Identification and classification of members
of the group.
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Not Applicable.
Item 9.
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Notice of Dissolution of Group.
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Not Applicable.
Page 4 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 the purposes or effect, other
than activities solely in connection with 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: January 8, 2018
NORTH STAR INVESTMENT MANAGEMENT CORPORATION
/s/
Andrew Eisenberg
Andrew Eisenberg/Chief Compliance Officer
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 this 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.
Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C. 1001).
Page 5 of 5
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