UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
______________
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 8)1
Firsthand Technology Value Fund, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
33766Y100
(CUSIP Number)
STAR EQUITY FUND, LP
53 Forest Avenue, Suite 101
Old Greenwich, Connecticut 06870
(203) 489-9504
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 17, 2023
(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 Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7 for other parties to whom copies are to be sent.
1 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, as amended (“Exchange 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).
| | | | | | | | |
| 1 | NAME OF REPORTING PERSONS
STAR EQUITY FUND, LP |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) ☒ (b) ☐ |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS WC |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
1,501,663 |
| 8 | SHARED VOTING POWER
- 0 - |
| 9 | SOLE DISPOSITIVE POWER
1,501,663 |
| 10 | SHARED DISPOSITIVE POWER
- 0 - |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,501,663 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.79% |
| 14 | TYPE OF REPORTING PERSON
PN |
| | | | | | | | |
| 1 | NAME OF REPORTING PERSONS
STAR EQUITY FUND GP, LLC |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) ☒ (b) ☐ |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS AF |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
1,501,663 |
| 8 | SHARED VOTING POWER
- 0 - |
| 9 | SOLE DISPOSITIVE POWER
1,501,663 |
| 10 | SHARED DISPOSITIVE POWER
- 0 - |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,501,663 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.79% |
| 14 | TYPE OF REPORTING PERSON
OO |
| | | | | | | | |
| 1 | NAME OF REPORTING PERSONS
STAR INVESTMENT MANAGEMENT, LLC |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) ☒ (b) ☐ |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS AF |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
CONNECTICUT |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
1,501,663 |
| 8 | SHARED VOTING POWER
- 0 - |
| 9 | SOLE DISPOSITIVE POWER
1,501,663 |
| 10 | SHARED DISPOSITIVE POWER
- 0 - |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,501,663 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.79% |
| 14 | TYPE OF REPORTING PERSON
OO |
| | | | | | | | |
| 1 | NAME OF REPORTING PERSONS
STAR EQUITY HOLDINGS, INC. |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) ☒ (b) ☐ |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS AF, OO |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
1,501,663 |
| 8 | SHARED VOTING POWER
- 0 - |
| 9 | SOLE DISPOSITIVE POWER
1,501,663 |
| 10 | SHARED DISPOSITIVE POWER
- 0 - |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,501,663 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.79% |
| 14 | TYPE OF REPORTING PERSON
CO |
| | | | | | | | |
| 1 | NAME OF REPORTING PERSONS
JEFFREY E. EBERWEIN |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) ☒ (b) ☐ |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS AF, PF |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
USA |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
1,501,663 |
| 8 | SHARED VOTING POWER
- 0 - |
| 9 | SOLE DISPOSITIVE POWER
1,501,663 |
| 10 | SHARED DISPOSITIVE POWER
- 0 - |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,501,663 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.79% |
| 14 | TYPE OF REPORTING PERSON
IN |
| | | | | | | | |
| 1 | NAME OF REPORTING PERSONS
STAR VALUE, LLC |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) ☒ (b) ☐ |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS AF |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
1,501,663 |
| 8 | SHARED VOTING POWER
- 0 - |
| 9 | SOLE DISPOSITIVE POWER
1,501,663 |
| 10 | SHARED DISPOSITIVE POWER
- 0 - |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,501,663 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.79% |
| 14 | TYPE OF REPORTING PERSON
OO |
| | | | | | | | |
| 1 | NAME OF REPORTING PERSONS
HANNAH M. BIBLE |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) ☒ (b) ☐ |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS AF, PF |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
USA |
| 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☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% |
| 14 | TYPE OF REPORTING PERSON
IN |
| | | | | | | | |
| 1 | NAME OF REPORTING PERSONS
ROBERT G. PEARSE |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) ☒ (b) ☐ |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS AF, PF |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
USA |
| 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☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% |
| 14 | TYPE OF REPORTING PERSON
IN |
The following constitutes Amendment No. 8 ("Amendment No.8") to the Schedule 13D filed by the undersigned on November 25, 2022 (the “Schedule 13D”). This Amendment No. 8 amends the Schedule 13D as specifically set forth herein.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended to and restated as follows:
The Shares purchased by Star Equity Fund were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated by reference herein. The aggregate purchase price of the 1,501,663 Shares beneficially owned by Star Equity Fund is approximately $921,691, excluding brokerage commissions.
Item 5. Interest in Securities of the Issuer.
Item 5 (a)-(c) is hereby amended and restated as follows:
The aggregate percentage of the Shares reported owned by each person named herein is based upon 6,893,056 Shares outstanding as of September 30, 2023, which is the total number of Shares reported outstanding in the Issuer’s most recent Quarterly Report on Form 10Q, filed with the Securities and Exchange Commission on November 14, 2023.
A. Star Equity Holdings
(a) Star Equity Holdings, as the parent of Star Value, sole member of Star Management, and limited partner of Star Equity Fund may be deemed the beneficial owner of the 1,501,663 Shares beneficially owned by Star Equity Fund.
Percentage: Approximately 21.79%
(b) 1. Sole power to vote or direct vote: 1,501,663
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,501,663
4. Shared power to dispose or direct the disposition: 0
(c) Star Equity Holdings has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares on behalf of Star Equity Fund during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
B. Star Equity Fund
(a) As of the close of business on November 21, 2023, Star Equity Fund beneficially owned 1,501,663 Shares.
Percentage: Approximately 21.79%
(b) 1. Sole power to vote or direct vote: 1,501,663
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,501,663
4. Shared power to dispose or direct the disposition: 0
(c) The transactions in the Shares by Star Equity Fund during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
C. Star Equity GP
(a) Star Equity GP, as the general partner of Star Equity Fund, may be deemed the beneficial owner of the 1,501,663 Shares owned by Star Equity Fund.
Percentage: Approximately 21.79%
(b) 1. Sole power to vote or direct vote: 1,501,663
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,501,663
4. Shared power to dispose or direct the disposition: 0
(c) Star Equity GP has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares on behalf of Star Equity Fund during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
D. Star Investment Management
(a) Star Investment Management, as the investment manager of Star Equity Fund, may be deemed the beneficial owner of the 1,501,663 Shares owned by Star Equity Fund.
Percentage: Approximately 21.79%
(b) 1. Sole power to vote or direct vote: 1,501,663
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,501,663
4. Shared power to dispose or direct the disposition: 0
(c) Star Investment Management has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares on behalf of Star Equity Fund during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
E. Mr. Eberwein
(a) Mr. Eberwein, as the manager of Star Equity GP and Star Equity Management, may be deemed the beneficial owner of the 1,501,663 Shares owned by Star Equity Fund.
Percentage: Approximately 21.79%
(b) 1. Sole power to vote or direct vote: 1,501,663
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,501,663
4. Shared power to dispose or direct the disposition: 0
(c) Mr. Eberwein has not entered into any transactions in the Shares during the past 60 days The transactions in the shares on behalf of Star Equity Fund during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
F. Star Value
(a) Star Value, as the sole member of Star Equity GP may be deemed the beneficial owner of the Shares owned by Star Equity Fund.
Percentage: Approximately 21.79%
(b) 1. Sole power to vote or direct vote: 1,501,663
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,501,663
4. Shared power to dispose or direct the disposition: 0
(c) Star Value has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares on behalf of Star Equity Fund during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
G. Mr. Pearse
(a) As of the close of business on November 21, 2023, Mr. Pearse directly owned 0 Shares.
Percentage: Approximately 0%
(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 0
(c) Mr. Pearse has not entered into any transactions in the Shares during the past 60 days
H. Ms. Bible
(a) As of the close of business on November 21, 2023, Ms. Bible directly owned 0 Shares.
Percentage: Approximately 0%
(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 0
(c) Ms. Bible has not entered into any transactions in the Shares during the past 60 days.
The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he, she, or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he, she, or it does not directly own
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: November 21, 2023
| | | | | | | | | | | |
| Star Equity Fund, LP |
| | |
| By: | Star Equity Fund GP, LLC
General Partner |
| | |
| By: | /s/ Jeffrey E. Eberwein |
| | Name: | Jeffrey E. Eberwein |
| | Title: | Manager |
| | | | | | | | | | | |
| Star Equity Holdings, Inc. |
| | |
| By: | /s/ Richard K Coleman Jr. |
| | Name: | Richard K. Coleman, Jr. |
| | Title: | Chief Executive Officer |
| | | | | | | | | | | |
| Star Equity Fund GP, LLC |
| |
| By: | /s/ Jeffrey E. Eberwein |
| | Name: | Jeffrey E. Eberwein |
| | Title: | Manager |
| | | | | | | | | | | |
| Star Investment Management, LLC |
| |
| By: | /s/ Jeffrey E. Eberwein |
| | Name: | Jeffrey E. Eberwein |
| | Title: | Manager |
| | | | | | | | | | | |
| Star Value, LLC |
| | |
| By: | Star Equity Holdings, Inc. |
| | |
| By: | /s/ Richard K. Coleman, Jr. |
| | Name: | Richard K. Coleman, Jr. |
| | Title: | Chief Executive Officer |
| | | | | |
| /s/ Jeffrey E. Eberwein |
| Jeffrey E. Eberwein |
| | | | | |
| Individually and as attorney-in-fact for Robert G. Pearse |
| /s/ Hannah Bible |
| Hannah Bible |
SCHEDULE A
Transactions in the Securities of the Issuer Since the Filing of Amendment No. 5 to the Schedule 13D
| | | | | | | | |
Shares of Common Stock Purchased/(Sold) | Price Per Share ($)1 | Date of Purchase / Sale |
STAR EQUITY FUND, LP
| | | | | | | | |
| 59,494 | $0.25 (1) | 11/15/2023 |
| 6,960 | $0.23 (1) | 11/16/2023 |
| 9,000 | $0.25 | 11/17/2023 |
| 173,180 | $0.26 (1) | 11/20/2023 |
| 33,774 | $0.28 (1) | 11/21/2023 |
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1 The prices reported in this column are weighted average prices. Star Equity Fund, LP undertakes to provide the Issuer and any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased (or sold) at each separate price such shares were purchased.
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