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"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
|
LANTRONIX INC (Name of Issuer) |
Common Stock, par value $0.0001 (Title of Class of Securities) |
516548203 (CUSIP Number) |
TL Investment GmbH Biesingerstr. 27, Tuebingen, 2M, 72070 07071 9755280 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/01/2025 (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
|
| CUSIP No. | 516548203 |
| 1 |
Name of reporting person
TL Investment GmbH | ||||||||
| 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)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
GERMANY
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IV |
Comment for Type of Reporting Person:
For Items 7 -13: Immediately prior to the transfers discussed herein, TL Investment held sole voting power and sole dispositive power over 5,166,471 shares of Common Stock, par value $0.0001 per share, which represented approximately 13.1% of the Common Stock, calculated based on 39,358,610 shares of Common Stock, par value $0.0001 per share, outstanding as of November 1, 2025, as reported in the Issuer's Form 10-Q for the quarterly period ended September 30, 2025.
SCHEDULE 13D
|
| CUSIP No. | 516548203 |
| 1 |
Name of reporting person
BRUSCHA BERNHARD | ||||||||
| 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)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
GERMANY
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,347,925.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Items 7, 9, 11 and 13: Immediately prior to the transfers discussed herein, Mr. Bruscha held sole voting power and sole dispositive power over 5,347,925 shares of Common Stock, par value $0.0001 per share, which represented approximately 13.1% of the Issuer's Common Stock, calculated based on 39,358,610 shares of Common Stock, par value $0.0001 per share, outstanding as of November 1, 2025, as reported in the Issuer's Form 10-Q for the quarterly period ended September 30, 2025.These shares consisted of 5,166,471 shares of Common Stock held by TL Investment, for whom Mr. Bruscha served as the sole managing director, and 181,454 shares held directly. Effective December 1, 2025, Mr. Bruscha transferred 3,000,000 shares to TL Stiftung.
SCHEDULE 13D
|
| CUSIP No. | 516548203 |
| 1 |
Name of reporting person
Manfred Rubin-Schwarz | ||||||||
| 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)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
GERMANY
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
For Items 7 -13: Mr. Rubin-Schwarz previously served as co-managing director of TL Investment, until his retirement on December 31, 2023.
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 |
| (b) | Name of Issuer:
LANTRONIX INC |
| (c) | Address of Issuer's Principal Executive Offices:
48 Discovery, Suite 250, Irvine,
CALIFORNIA
, 92618. |
| Item 3. | Source and Amount of Funds or Other Consideration |
Item 3 is hereby amended to add the following: On December 1, 2025, the shares of Common Stock held by TL Investment were transferred to TL Investment's sole owner, Mr. Bruscha, and then 3,000,000 shares were immediately gifted by Mr. Bruscha to TL Stiftung, a charitable foundation based in Tuebingen, Germany ("TL Stiftung"). | |
| Item 4. | Purpose of Transaction |
Item 4 is hereby amended to add the following: On December 1, 2025, TL Investment transferred to Mr. Bruscha all 5,166,471 shares of Common Stock of the Issuer held by TL Investment. On that same date, Mr. Bruscha gifted 3,000,000 shares, to TL Stiftung, as a gift. Accordingly, as of December 1, 2025, TL Investment ceased to have beneficial ownership of any shares of Common Stock, and Mr. Bruscha was the beneficial owner of 2,347,925 shares of Common Stock. Mr. Bruscha resigned from the Board of Directors of the Issuer effective November 9, 2021, and currently holds no positions with the Issuer. Manfred Rubin-Schwarz retired as one of the two managing directors of TL Investment on December 31, 2023. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The information contained on each of the cover pages of this Amendment No. 9 to the Statement is hereby incorporated by reference herein. |
| (b) | The information contained on each of the cover pages of this Amendment No. 9 to the Statement is hereby incorporated by reference herein. |
| (c) | Except as set forth in Item 4 of this Amendment, which information is incorporated by reference into this Item 5(c), none of the Reporting Persons has effected any transactions in the Common Stock during the past 60 days, except that on October 7, 2025, Mr. Bruscha vested with respect to 25,000 shares of Common Stock previously granted to Mr. Bruscha pursuant to the Lantronix, Inc. Amended and Restated 2010 Stock Incentive Plan. |
| (e) | As of December 31, 2023, Mr. Rubin-Schwarz ceased to beneficially own more than 5% of the outstanding Common Stock of the Issuer. As of December 1, 2025, TL Investment ceased to beneficially own more than 5% of the outstanding Common Stock of the Issuer. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Item 6 is hereby amended to add the following: The information set forth in Item 4 of this Amendment is incorporated by reference into this Item 6. | |
| Item 7. | Material to be Filed as Exhibits. |
https://www.sec.gov/Archives/edgar/data/1114925/000101968708005112/ltrx_sc13d-111008.htm |
| 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.
|
|
|
|
|
|
|