Statement of Changes in Beneficial Ownership (4)
08 April 2023 - 1:31AM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Topline Capital Management, LLC |
2. Issuer Name and Ticker or Trading Symbol
Optex Systems Holdings Inc
[
OPXS
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner _____ Officer (give title below) __X__ Other (specify below) See Explanation in Footnotes |
(Last)
(First)
(Middle)
544 EUCLID STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
4/5/2023 |
(Street)
SANTA MONICA, CA 90402 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 4/5/2023 | | P | | 2400 | A | $2.96 | 791063 | I (1)(2) | By Topline Capital Partners, LP (3) |
Common Stock | 4/6/2023 | | P | | 15000 | A | $2.99 | 806063 | I (1)(2) | By Topline Capital Partners, LP (3) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
(1) | The reporting persons are (i) Topline Capital Management, LLC, an exempt reporting adviser ("TCM"), and (ii) Collin McBirney, TCM's managing member. |
(2) | Each reporting person may be deemed to beneficially own more than 10% of the issuer's outstanding shares of Common Stock. Each reporting person disclaims beneficial
ownership of the shares of Common Stock reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission
that any reporting person is the beneficial owner of such shares of Common Stock for purposes of Section 16 or for any other purpose. |
(3) | The shares of Common Stock reported in Table I of this Form 4 are beneficially owned by Topline Capital Partners, LP, a Delaware limited partnership (the "Fund"). As a
greater than 10% beneficial owner, the Fund is separately reporting its holdings in the issuer's securities on a Form 4 filed concurrently herewith. Each of TCM, as the
investment manager and general partner of the Fund, and Mr. Mc Birney, as managing member of TCM, may be deemed to be the beneficial owner of the shares of common
stock beneficially owned by the Fund. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Topline Capital Management, LLC 544 EUCLID STREET SANTA MONICA, CA 90402 |
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| See Explanation in Footnotes |
McBirney Collin 544 EUCLID STREET SANTA MONICA, CA 90402 |
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| See Explanation in Footnotes |
Signatures
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Topline Capital Management, LLC, By: Collin McBirney, its Managing Member | | 4/7/2023 |
**Signature of Reporting Person | Date |
Collin McBirney | | 4/7/2023 |
**Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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