Form SC 13G/A - Statement of acquisition of beneficial ownership by individuals: [Amend]
13 Fevereiro 2024 - 3:46PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Lantronix, Inc. |
(Name of Issuer) |
Common Stock, $0.0001 par value |
(Title of Class of Securities) |
December 31, 2023 |
(Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule
pursuant to which this Schedule is filed:
[_] Rule 13d-1(b)
[X] Rule 13d-1(c)
[_] Rule 13d-1(d)
__________
*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 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).
1. |
NAME OF REPORTING PERSONS |
|
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
|
|
|
|
|
Orange River Partners LP |
|
|
|
|
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
|
|
(a) [_] |
|
|
(b) [X] |
|
|
|
3. |
SEC USE ONLY |
|
|
|
|
|
|
|
|
|
|
4. |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
|
|
Delaware |
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
|
|
5. |
SOLE VOTING POWER |
|
|
|
|
|
0 |
|
|
|
|
6. |
SHARED VOTING POWER |
|
|
|
|
|
657,172 |
|
|
|
|
7. |
SOLE DISPOSITIVE POWER |
|
|
|
|
|
0 |
|
|
|
|
8. |
SHARED DISPOSITIVE POWER |
|
|
|
|
|
657,172 |
|
|
|
|
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
657,172 |
|
|
|
|
10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
|
|
[_] |
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
|
|
|
|
|
1.8% |
|
|
|
|
12. |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN |
|
1. |
NAME OF REPORTING PERSONS |
|
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
|
|
|
|
|
Orange River Partners GP LLC |
|
|
|
|
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
|
|
(a) [_] |
|
|
(b) [X] |
|
|
|
3. |
SEC USE ONLY |
|
|
|
|
|
|
|
|
|
|
4. |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
|
|
Delaware |
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
|
|
5. |
SOLE VOTING POWER |
|
|
|
|
|
0 |
|
|
|
|
6. |
SHARED VOTING POWER |
|
|
|
|
|
657,172 |
|
|
|
|
7. |
SOLE DISPOSITIVE POWER |
|
|
|
|
|
0 |
|
|
|
|
8. |
SHARED DISPOSITIVE POWER |
|
|
|
|
|
657,172 |
|
|
|
|
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
657,172 |
|
|
|
|
10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
|
|
[_] |
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
|
|
|
|
|
1.8% |
|
|
|
|
12. |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
|
1. |
NAME OF REPORTING PERSONS |
|
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
|
|
|
|
|
Orange River Management L.P. |
|
|
|
|
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
|
|
(a) [_] |
|
|
(b) [X] |
|
|
|
3. |
SEC USE ONLY |
|
|
|
|
|
|
|
|
|
|
4. |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
|
|
Delaware |
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
|
|
5. |
SOLE VOTING POWER |
|
|
|
|
|
0 |
|
|
|
|
6. |
SHARED VOTING POWER |
|
|
|
|
|
657,172 |
|
|
|
|
7. |
SOLE DISPOSITIVE POWER |
|
|
|
|
|
0 |
|
|
|
|
8. |
SHARED DISPOSITIVE POWER |
|
|
|
|
|
657,172 |
|
|
|
|
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
657,172 |
|
|
|
|
10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
|
|
[_] |
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
|
|
|
|
|
1.8% |
|
|
|
|
12. |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN, IA |
|
1. |
NAME OF REPORTING PERSONS |
|
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
|
|
|
|
|
Orange River Management GP LLC |
|
|
|
|
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
|
|
(a) [_] |
|
|
(b) [X] |
|
|
|
3. |
SEC USE ONLY |
|
|
|
|
|
|
|
|
|
|
4. |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
|
|
Delaware |
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
|
|
5. |
SOLE VOTING POWER |
|
|
|
|
|
0 |
|
|
|
|
6. |
SHARED VOTING POWER |
|
|
|
|
|
657,172 |
|
|
|
|
7. |
SOLE DISPOSITIVE POWER |
|
|
|
|
|
0 |
|
|
|
|
8. |
SHARED DISPOSITIVE POWER |
|
|
|
|
|
657,172 |
|
|
|
|
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
657,172 |
|
|
|
|
10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
|
|
[_] |
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
|
|
|
|
|
1.8% |
|
|
|
|
12. |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO, HC |
|
1. |
NAME OF REPORTING PERSONS |
|
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
|
|
|
|
|
Mordechai Pluchenik |
|
|
|
|
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
|
|
(a) [_] |
|
|
(b) [X] |
|
|
|
3. |
SEC USE ONLY |
|
|
|
|
|
|
|
|
|
|
4. |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
|
|
United States |
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
|
|
5. |
SOLE VOTING POWER |
|
|
|
|
|
0 |
|
|
|
|
6. |
SHARED VOTING POWER |
|
|
|
|
|
657,172 |
|
|
|
|
7. |
SOLE DISPOSITIVE POWER |
|
|
|
|
|
0 |
|
|
|
|
8. |
SHARED DISPOSITIVE POWER |
|
|
|
|
|
657,172 |
|
|
|
|
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
657,172 |
|
|
|
|
10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
|
|
[_] |
|
|
|
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
|
|
|
|
|
1.8% |
|
|
|
|
12. |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN, HC |
|
Item 1. |
(a). |
Name of Issuer: |
|
|
|
|
|
|
|
Lantronix, Inc. |
|
|
(b). |
Address of Issuer's Principal Executive Offices: |
|
|
|
|
|
|
|
48 Discovery, Suite 250
Irvine, California 92618 |
|
Item 2. |
(a). |
Name of Person Filing: |
|
|
|
|
|
|
|
Orange River Partners LP
Orange River Partners GP LLC
Orange River Management L.P.
Orange River Management GP LLC
Mordechai Pluchenik |
|
|
(b). |
Address of Principal Business Office, or if None, Residence: |
|
|
|
|
|
|
|
Orange River Partners LP
Orange River Partners GP LLC
Orange River Management GP LLC
c/o Orange River Management L.P.
3 Columbus Circle
Suite 1510
New York, New York 10019
Orange River Management L.P.
3 Columbus Circle
Suite 1510
New York, New York 10019
Mordechai Pluchenik
c/o Orange River Management L.P.
3 Columbus Circle
Suite 1510
New York, New York 10019 |
|
|
(c). |
Citizenship:
Orange River Partners LP – Delaware limited partnership
Orange River Partners GP LLC – Delaware limited liability company
Orange River Management L.P. – Delaware limited partnership
Orange River Management GP LLC – Delaware limited liability company
Mordechai Pluchenik – United States citizen |
|
|
|
|
|
(d). |
Title of Class of Securities: |
|
|
|
|
|
|
|
Common Stock, $0.0001 par value |
|
|
(e). |
CUSIP Number: |
|
|
|
|
|
|
|
516548203 |
|
Item 3. |
If This Statement is filed pursuant to ss.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a |
|
(a) |
[_] |
Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78c). |
|
(b) |
[_] |
Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c). |
|
(c) |
[_] |
Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c). |
|
(d) |
[_] |
Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
|
(e) |
[_] |
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
|
(f) |
[_] |
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
|
(g) |
[_] |
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); |
|
(h) |
[_] |
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813); |
|
(i) |
[_] |
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 (15 U.S.C. 80a-3); |
|
(j) |
[_] |
Group, in accordance with s.240.13d-1(b)(1)(ii)(J). |
|
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. |
|
(a) |
Amount beneficially owned: |
|
|
657,172 shares deemed beneficially owned by Orange River Partners LP
657,172 shares deemed beneficially owned by Orange River Partners GP LLC
657,172 shares deemed beneficially owned by Orange River Management L.P.
657,172 shares deemed beneficially owned by Orange River Management GP
LLC
657,172 shares deemed beneficially owned by Mordechai Pluchenik |
|
|
1.8% deemed beneficially owned by Orange River Partners LP
1.8% deemed beneficially owned by Orange River Partners GP LLC
1.8% deemed beneficially owned by Orange River Management L.P.
1.8% deemed beneficially owned by Orange River Management GP LLC
1.8% deemed beneficially owned by Mordechai Pluchenik |
|
|
Number of shares as to which Orange River Partners LP has: |
|
|
(i) |
Sole power to vote or to direct the vote |
0 |
|
|
|
|
|
|
|
(ii) |
Shared power to vote or to direct the vote |
657,172 |
|
|
|
|
|
|
|
(iii) |
Sole power to dispose or to direct the disposition of |
0 |
|
|
|
|
|
|
|
(iv) |
Shared power to dispose or to direct the disposition of |
657,172 |
|
|
Number of shares as to which Orange River Partners GP LLC has: |
|
|
(i) |
Sole power to vote or to direct the vote |
0 |
|
|
|
|
|
|
|
(ii) |
Shared power to vote or to direct the vote |
657,172 |
|
|
|
|
|
|
|
(iii) |
Sole power to dispose or to direct the disposition of |
0 |
|
|
|
|
|
|
|
(iv) |
Shared power to dispose or to direct the disposition of |
657,172 |
|
|
Number of shares as to which Orange River Management L.P. has: |
|
|
(i) |
Sole power to vote or to direct the vote |
0 |
|
|
|
|
|
|
|
(ii) |
Shared power to vote or to direct the vote |
657,172 |
|
|
|
|
|
|
|
(iii) |
Sole power to dispose or to direct the disposition of |
0 |
|
|
|
|
|
|
|
(iv) |
Shared power to dispose or to direct the disposition of |
657,172 |
|
|
Number of shares as to which Orange River Management GP LLC has: |
|
|
(i) |
Sole power to vote or to direct the vote |
0 |
|
|
|
|
|
|
|
(ii) |
Shared power to vote or to direct the vote |
657,172 |
|
|
|
|
|
|
|
(iii) |
Sole power to dispose or to direct the disposition of |
0 |
|
|
|
|
|
|
|
(iv) |
Shared power to dispose or to direct the disposition of |
657,172 |
|
|
Number of shares as to which Mordechai Pluchenik has: |
|
|
(i) |
Sole power to vote or to direct the vote |
0 |
|
|
|
|
|
|
|
(ii) |
Shared power to vote or to direct the vote |
657,172 |
|
|
|
|
|
|
|
(iii) |
Sole power to dispose or to direct the disposition of |
0 |
|
|
|
|
|
|
|
(iv) |
Shared power to dispose or to direct the disposition of |
657,172 |
Item 5. |
Ownership of Five Percent or Less of a Class. |
|
|
|
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X]. |
|
|
|
|
|
|
Item 6. |
Ownership of More Than Five Percent on Behalf of Another Person. |
|
|
|
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. |
|
|
|
N/A |
|
|
Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. |
|
|
|
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. |
|
|
|
See Exhibit A attached hereto. |
|
|
Item 8. |
Identification and Classification of Members of the Group. |
|
|
|
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group. |
|
|
|
N/A |
|
|
Item 9. |
Notice of Dissolution of Group. |
|
|
|
Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5. |
|
|
|
N/A |
|
|
Item 10. |
Certification. |
|
|
|
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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 that purpose or effect, other than activities solely in connection with a 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.
|
February 13, 2024 |
|
(Date) |
Orange River Partners LP
By Orange River Partners GP LLC
Its General Partner
|
|
/s/ Mordechai Pluchenik
Signature
Mordechai Pluchenik
Managing Member
|
Orange River Partners GP LLC*
|
|
/s/ Mordechai Pluchenik
Signature
Mordechai Pluchenik
Managing Member |
|
|
|
Orange River Management L.P.*
By Orange River Management GP LLC
Its General Partner |
|
/s/ Mordechai Pluchenik
Signature
Mordechai Pluchenik
Managing Member
|
Orange River Management GP LLC* |
|
/s/ Mordechai Pluchenik
Signature
Mordechai Pluchenik
Managing Member |
|
|
|
Mordechai Pluchenik* |
|
/s/ Mordechai Pluchenik
Signature |
|
|
|
*Each Reporting Person disclaims beneficial ownership
over the securities reported herein except to the extent of its pecuniary interest therein.
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 the 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.
Note. Schedules filed in paper format shall include
a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7 for other parties for whom copies are to be
sent.
Attention. Intentional misstatements or omissions
of fact constitute Federal criminal violations (see 18 U.S.C. 1001)..
Exhibit A
AGREEMENT
The undersigned agree that
this Amendment 1 to the Schedule 13G dated February 13, 2024 relating to the Common Stock, $0.0001 par value, of Lantronix, Inc. shall
be filed on behalf of the undersigned.
|
February 13, 2024 |
|
(Date) |
Orange River Partners LP
By Orange River Partners GP LLC
Its General Partner
|
|
/s/ Mordechai Pluchenik
Signature
Mordechai Pluchenik
Managing Member
|
Orange River Partners GP LLC
|
|
/s/ Mordechai Pluchenik
Signature
Mordechai Pluchenik
Managing Member |
|
|
|
Orange River Management L.P.
By Orange River Management GP LLC
Its General Partner |
|
/s/ Mordechai Pluchenik
Signature
Mordechai Pluchenik
Managing Member
|
Orange River Management GP LLC |
|
/s/ Mordechai Pluchenik
Signature
Mordechai Pluchenik
Managing Member |
|
|
|
Mordechai Pluchenik |
|
/s/ Mordechai Pluchenik
Signature |
Exhibit B
Orange River Management L.P. is the relevant entity for which each
of Orange River Management GP LLC and Mordechai Pluchenik may be considered control person.
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