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 [x].
CUSIP No.
|
15643U104
|
13D
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Page 2 of 6
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1
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NAME OF REPORTING PERSON
|
Neil S. Subin
|
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
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[ ]
|
|
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(b)
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[x]
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS*
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PF-AF-OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
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[ ]
|
|
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
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SOLE VOTING POWER
|
860,315
|
8
|
SHARED VOTING POWER
|
0
|
9
|
SOLE DISPOSITIVE POWER
|
860,315
|
10
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SHARED DISPOSITIVE POWER
|
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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860,315
|
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
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[ ]
|
|
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
11.3%
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14
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TYPE OF REPORTING PERSON
|
IN-OO
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SCHEDULE 13D
|
Item 1.
|
Security and Issuer
|
This Statement on Schedule
13D (“
Schedule 13D
”) relates to the common stock (the “
Common Stock
”) of Centrus Energy Corp.
(the “
Company
” or the “
Issuer
”), whose principal executive offices are located at 6901 Rockledge
Drive, Suite 800, Bethesda, MD 20817. The positions reported in this Schedule 13D were originally reported on a Schedule 13G filed
by Lloyd I. Miller III (“
Mr. Miller
”) on November 3, 2014 (as subsequently amended (collectively, the “
Miller
Schedule 13G
”)).
|
Item 2.
|
Identity
and Background
|
This statement is filed
by Neil S. Subin (“
Mr. Subin
” or the “
Reporting Person
”). The Reporting Person’s principal
business address is 3300 South Dixie Highway, Suite 1-365, West Palm Beach, Florida 33405. Mr. Subin’s principal occupation
is investing assets held, among others, by or on behalf of certain entities owned by or for the benefit of the family of the late
Mr. Miller (the “
Miller Family
”) and other entities. During the past five years, the Reporting Person has not
been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor has the Reporting Person been
a party to civil proceedings of a judicial or administrative body of competent jurisdiction, as a result of which the Reporting
Person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with respect to such laws. Mr. Subin is a United States citizen.
Mr. Subin assumed the roles described in Item 3 in relation to Milfam LLC and other entities related to the Miller Family on or
about January 12, 2018, following the death of Lloyd I. Miller III. Mr. Subin does not have any pecuniary interest in any of the
Common Stock of the Issuer owned by other Miller Family entities described in this Schedule 13D.
|
Item 3.
|
Source and Amount of Funds or Other Consideration
|
The purpose of
this filing is to report that Mr. Subin has succeeded to the position of President and Manager of Milfam LLC, which serves as manager,
general partner, or investment advisor of a number of entities formerly managed or advised by the late Lloyd I. Miller, III. Mr.
Subin also serves as trustee of a number of Miller family trusts.
Mr. Subin is on the
Board of Directors of the Company.
All of the Shares purchased
by Broadbill Partners II, L.P. (“
Broadbill II
”), which may be deemed to be beneficially owned by Mr. Subin,
were purchased with funds generated and held by the Broadbill II.
Mr. Miller was the
managing member and manager of Milfam LLC (“
Milfam LLC
”). Milfam LLC is (i) the advisor to various entities,
including Trust C (“
Trust C
”), LIM III - Trust A-4 (“
LIM III - Trust A-4
”), and MBM - Trust
A-4 (“
MBM - Trust A-4
”) and (ii) the general partner of Milfam II L.P. (“
Milfam II
”). All
of the Shares purchased by LIM III - Trust A-4 were purchased with funds generated and held by LIM III - Trust A-4. The aggregate
purchase price for the Shares purchased by LIM III - Trust A-4 was approximately $621,867.00. All of the Shares purchased by MBM
- Trust A-4 were purchased with funds generated and held by MBM - Trust A-4. The aggregate purchase price for the Shares purchased
by MBM - Trust A-4 was approximately $621,867.00. All of the Shares purchased by Trust C were purchased with funds generated and
held by Trust C. The aggregate purchase price for the Shares purchased by Trust C was approximately $456,149.00. All of the Shares
Mr. Miller was deemed to beneficially own as the manager of the general partner of Milfam II were purchased with money contributed
to Milfam II by its partners or money generated and held by Milfam II. The aggregate purchase price for the Shares purchased by
Milfam II was approximately $3,423,210.00.
Mr.
Miller was the trustee for a certain generation skipping trust, Catherine Miller GST (the “
Catherine GST
”).
All of the Shares Mr. Miller was deemed to beneficially own as the trustee for Catherine GST were purchased with funds generated
and held by the Catherine GST. The aggregate purchase price for the Shares Mr. Miller was deemed to beneficially own as trustee
of the Catherine GST was approximately $21,099.00.
Mr. Miller was the
settlor of an individual retirement trust account (the “
SEP IRA
”). All of the shares of Common Stock held by
the SEP IRA were purchased with personal funds generated and contributed to the SEP IRA by Mr. Miller. The purchase price for the
shares of Common Stock held by the SEP IRA was approximately $1,209,859.00.
All of the Shares purchased
by Lloyd I. Miller, III Revocable Trust (“
LIM Revocable Trust
”) were purchased with funds generated and held
by the LIM Revocable Trust. The aggregate purchase price for the Shares purchased by the LIM Revocable Trust was approximately
$556,248.00.
The
aggregate purchase prices set forth in this Item 3 include brokerage commissions and reflect certain cost basis adjustments.
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Item 4.
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Purpose of the Transaction
|
The Common Stock covered
by the Statement were acquired by Mr. Miller for investment purposes in the ordinary course of his business as an investor as further
described in the Miller Schedule 13G.
The purpose of this
filing is to report that Mr. Subin has succeeded to the position of President and Manager of Milfam LLC, which serves as manager,
general partner, or investment advisor of a number of entities formerly managed or advised by the late Lloyd I. Miller, III. Mr.
Subin also serves as trustee of a number of Miller family trusts. Mr. Subin is also on the Board of Directors of the Company.
The Reporting Person
is in the process of deciding which investment approach with respect to the Issuer that the Reporting Person believes will maximize
stockholder value. The Reporting Person will update this Schedule 13D as necessary and advisable to disclose any plans, proposals,
or purposes with respect to the Issuer.
Except in connection
with the matters described above in this Item 4 and herein and matters contemplated hereby, Mr. Subin does not currently have any
specific plans or proposals that relate to or would result in any of the actions or events specified in clauses (a) through (j)
of Item 4 of Schedule 13D. Mr. Subin reserves the right to change plans and take any and all actions that Mr. Subin may deem appropriate
to maximize the value of his investments, including, among other things, purchasing or otherwise acquiring additional securities
of the Issuer, selling or otherwise disposing of any securities of the Issuer beneficially owned by him, in each case in the open
market or in privately negotiated transactions, or formulating other plans or proposals regarding the Issuer or its securities
to the extent deemed advisable by Mr. Subin in light of his general investment policies, market conditions, subsequent developments
affecting the Issuer and the general business and future prospects of the Issuer. Mr. Subin may take any other action with respect
to the Issuer or any of the Issuer’s debt or equity securities in any manner permitted by applicable law.
|
Item 5
.
|
Interest in Securities of the Issuer
|
Mr. Subin has succeeded
to the position of President and Manager of Milfam LLC, which serves as manager, general partner, or investment advisor of a number
of entities formerly managed or advised by the late Lloyd I. Miller, III. Mr. Subin also serves as trustee of a number of Miller
family trusts.
(
a) Mr.
Subin may be deemed to beneficially own 860,315 shares of Common Stock, which is equal to approximately 11.3% of the outstanding
shares, based on 7,632,669 shares of Common Stock outstanding, as reported in the Company’s Form 10-Q filed on November 14,
2017. As of the date hereof, 95,858 of the shares of Common Stock are owned of record by LIM III - Trust A-4, 95,858 of the shares
of Common Stock are owned of record by MBM - Trust A-4, 36,776 of the shares of Common Stock are owned of record by Trust C, 96,973
of the shares of Common Stock are owned of record by the SEP IRA, 348,422 of the shares of Common Stock are owned of record by
Milfam II, 113,771 of the shares of Common Stock are owned of record by LIM Revocable Trust, 5,000 of the shares of Common Stock
are owned of record by Catherine GST, 62,657 of the shares of Common Stock are owned of record by Broadbill II and 5,000 of the
shares of Common Stock are owned of record by Mr. Subin directly.
(b) Mr.
Subin may have been deemed to have sole voting and dispositive power for all such shares of Common Stock held of record by LIM
III - Trust A-4, MBM - Trust A-4, Trust C, LIM Revocable Trust, the SEP IRA, Milfam II, Catherine GST, Broadbill II and Mr. Subin
directly.
(c) Not
Applicable.
(d) Persons
other than Mr. Subin have the right to receive and the power to direct the receipt of dividends from, or the proceeds from the
sale of, the reported securities.
(e) Not
Applicable.
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Item 6.
|
Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
.
|
Not applicable.
|
Item 7.
|
Materials to be Filed as Exhibits
:
|
Not applicable.
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
23, 2018
By:
/s/ Neil S. Subin
Neil S. Subin