Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
|
Power REIT (Name of Issuer) |
Common Stock, par value $0.001 per share (Title of Class of Securities) |
73933H101 (CUSIP Number) |
Henry Posner III 535 Smithfield Street, Suite 960, Pittsburgh, PA, 15222 412-928-7700 Briar McNutt Epstein Becker & Green, P.C., 875 Third Avenue New York, NY, 10022 212-351-4500 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/10/2025 (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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
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 (“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 13D
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| CUSIP No. | 73933H101 |
| 1 |
Name of reporting person
POSNER HENRY III | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
254,810.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
7.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
This Amendment No. 2 to Schedule 13D amends and supplements the Schedule 13D filed with the SEC by the Reporting Person with respect to the Issuer on December 1, 2025, as amended by Amendment No. 1 to Schedule 13D filed on December 4, 2025. This Amendment No. 2 is being filed to report changes in the Reporting Person's beneficial ownership of the Issuer's Common Stock. Capitalized terms used herein have the meanings ascribed to them in the Schedule 13D and Amendment No. 1. Since the filing of the Reporting Person's most recent Schedule 13D/A, the Reporting Person has acquired additional shares of the Issuer's Common Stock that resulted in an increase in the Reporting Person's beneficial ownership by more than one percent (1%) of the outstanding shares of the Issuer's Common Stock. The Schedule 13D/A is hereby amended and supplemented to include the information set forth herein.
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.001 per share |
| (b) | Name of Issuer:
Power REIT |
| (c) | Address of Issuer's Principal Executive Offices:
301 WINDING ROAD, 301 WINDING ROAD, OLD BETHPAGE,
NEW YORK
, 11804. |
| Item 3. | Source and Amount of Funds or Other Consideration |
The aggregate purchase price of the 254,810 shares of Common Stock reported on this Amendment No. 2 as beneficially owned by the Reporting Person is approximately $184,558, including brokerage commissions. Such shares were acquired with the Reporting Person's personal funds. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The Reporting Person may be deemed to beneficially own 254,810 shares of the Issuer's Common Stock, representing 7.5% of the Issuer's Common Stock, which is calculated based on 3,389,661 shares of Common Stock outstanding on October 22, 2025, as disclosed by the Issuer on its Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, filed with the SEC on October 24, 2025. |
| (b) | The Reporting Person has sole voting and dispositive power of 254,810 shares of Common Stock. The Reporting Person does not share any voting or dispositive power with respect to his ownership of the Issuer's Common Stock. |
| (c) | The transactions in the shares of the Issuer's Common Stock by the Reporting Person during the past 60 days are set forth in Exhibit 99.1 hereto and incorporated by reference herein. All such transactions were effected in the open market, including through multiple open market purchase transactions that occurred on the same day at different prices, which transactions are reported in the aggregate within a one dollar price range. Exhibit 99.1 sets forth the range of prices for each such one-dollar aggregate disclosure and includes the Reporting Person's undertaking to provide upon request by the SEC staff full information regarding the number of shares purchased at each separate price. |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit 99.1 - Transactions in the Common Stock During the Past 60 Days Exhibit 99.2 - Power of Attorney by Henry Posner III for Executing Schedule 13D and Schedule 13G (incorporated by reference from Exhibit 99.2 to the Schedule 13D of Reporting Person dated November 24, 2025 and filed with the SEC on December 1, 2025) |
| 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.
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Comments accompanying signature:
Power of Attorney by Henry Posner III for Executing Schedule 13D and Schedule 13G (incorporated by reference from Exhibit 99.2 to the Schedule 13D of Reporting Person dated November 24, 2025 and filed with the SEC on December 1, 2025) |