Sec Form 13D Filing - GABELLI MARC filing for M-tron Industries Inc. (MPTI) - 2023-12-05

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.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13D

Under the Securities Exchange Act of 1934 (Amendment No. 1)


M-Tron Industries, Inc.
(Name of Issuer)

Common Stock, par value $0.01
(Title of Class of Securities)


___________________55380K109____________________
(CUSIP Number)

Marc Gabelli
189 Mason Street
Greenwich, CT 06830
 (203) 629-9200
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)


_________________         December 1, 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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box  .


















CUSIP No. 55380K109
1
Names of reporting persons
I.R.S. identification nos. of above persons (entities only)
 
The EMG Madonna Educational Foundation Inc.                          I.D. No.  20-1331870
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 box if disclosure of legal proceedings is required pursuant to items 2 (d) or 2 (e)
 
 
6
Citizenship or place of organization
   New York
 
Number Of
 
Shares
 
Beneficially
 
Owned
 
By Each
 
Reporting
 
Person
 
With
: 7
:
:
:
Sole voting power
 
221,210  (Item 5)
: 8
:
:
:
Shared voting power
 
None
: 9
:
:
:
Sole dispositive power
 
221,210  (Item 5)
:10
:
:
:
Shared dispositive power
 
None
11
 
 
 
Aggregate amount beneficially owned by each reporting person
 
221,210  (Item 5)
12
 
 
 
Check box if the aggregate amount in row (11) excludes certain shares
(SEE INSTRUCTIONS)
13
 
 
 
Percent of class represented by amount in row (11)
 
7.93%
14
 
 
 
Type of reporting person (SEE INSTRUCTIONS)
    IA, CO


CUSIP No. 55380K109
1
Names of reporting persons
I.R.S. identification nos. of above persons (entities only)
 
Marc Gabelli 
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 box if disclosure of legal proceedings is required pursuant to items 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
 
41,556  (Item 5)
: 8
:
:
:
Shared voting power
 
None
: 9
:
:
:
Sole dispositive power
 
41,556  (Item 5)
:10
:
:
:
Shared dispositive power
 
None
11
 
 
 
Aggregate amount beneficially owned by each reporting person
 
41,556  (Item 5)

12
 
 
 
Check box if the aggregate amount in row (11) excludes certain shares
(SEE INSTRUCTIONS)
13
 
 
 
Percent of class represented by amount in row (11)
 
1.49%
 
14
 
 
Type of reporting person (SEE INSTRUCTIONS)
OO



CUSIP No. 55380K109
1
Names of reporting persons
I.R.S. identification nos. of above persons (entities only)
 
Venator Global LLC
 
Check the appropriate box if a member of a group (SEE INSTRUCTIONS) (a)
 
 
(b)
 
3
Sec use only
 
4
Source of funds (SEE INSTRUCTIONS)
AF
 
5
Check box if disclosure of legal proceedings is required pursuant to items 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
 
68,321  (Item 5)
: 8
:
:
:
Shared voting power
 
None
: 9
:
:
:
Sole dispositive power
 
68,321  (Item 5)
:10
:
:
:
Shared dispositive power
 
None
11
 
 
 
Aggregate amount beneficially owned by each reporting person
 
68,321  (Item 5)

12
 
 
 
Check box if the aggregate amount in row (11) excludes certain shares
(SEE INSTRUCTIONS)
13
 
 
 
Percent of class represented by amount in row (11)
 
2.45%
14
 
 
 
Type of reporting person (SEE INSTRUCTIONS)
  OO


Item 1. Security and Issuer
This Amendment No. 1 to Schedule 13D on the Common Stock of M-Tron Industries, Inc. (the “Issuer”) is being filed on behalf of the undersigned to amend the Schedule 13D, as amended (the “Schedule 13D”) which was originally filed on December 5, 2023.  Unless otherwise indicated, all capitalized terms used herein but not defined herein shall have the same meanings as set forth in the Schedule 13D.


Item 2. Identity and Background
                              This statement is being filed by Marc J. Gabelli, EMG Madonna Educational Foundation Inc. (“Foundation”), Venator Global, LLC (“Venator Global) and Venator Merchant Fund, L.P. (“Venator Fund”) (collectively, the “Reporting Persons”).  Mr. Gabelli is the Treasurer of EMG Madonna Educational Foundation and the President of Venator Global, LLC, the general partner of Venator Merchant Fund, LP, an investment management firm.  Mr. Gabelli is also the Chairman of the Board of Directors of the Issuer.  Mr. Gabelli’s business address is 189 Mason Street, Greenwich, CT 06830.
The Foundation is a private foundation.  Marc Gabelli is the Treasurer of the Foundation.  The business address is 1177 6th Avenue, 18th Floor, New York, New York 10036.
                             Venator Fund is an investment management firm whose objective is to provide capital appreciation by investing in public and private companies.  Venator Global is the general partner of Venator Fund.  The business address of each of Venator Global and Venator Fund is c/o Marc Gabelli, The LGL Group, Inc., 2525 Shader Road, Orlando, FL 32804.

Item 5. Interest In Securities Of The Issuer
Item 5 to Schedule 13D is amended, in pertinent part, as follows:
 (a) The aggregate number of Securities to which this Schedule 13D relates is 331,087 shares, representing 11.88% of the 2,787,860 shares outstanding as reported in the Issuer’s most recently filed Form 10-Q for the quarterly period ended September 30, 2023. The Reporting Persons beneficially own those Securities as follows:
 
Name
 
Shares of
Common Stock
 
% of Class of
Common
Foundation
 
221,210
7.93%
Venator Global
68,321
2.45%
 
Marc Gabelli
 
41,556
 
1.49%

 (b) Each of the Reporting Persons may be deemed to have the sole power to vote and dispose of the Securities held by Venator Global and Venator Fund.  Mr. Gabelli has the sole power to vote and dispose of the Securities he holds directly.
(c) Information with respect to all transactions in the Securities which were effected during the past sixty days or since the most recent filing on Schedule 13D, whichever is less, by each of the Reporting Persons is set forth on Schedule II annexed hereto and incorporated herein by reference.




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.
Dated: December 5, 2023


THE EMG MADONNA EDUCATIONAL FOUNDATION INC.
VENATOR MERCHANT FUND, L.P.
VENATOR GLOBAL, LLC



By:/s/ Marc J. Gabelli
     Marc J. Gabelli










SCHEDULE II
INFORMATION WITH RESPECT TO
TRANSACTIONS EFFECTED DURING THE PAST SIXTY DAYS OR
SINCE THE MOST RECENT FILING ON SCHEDULE 13D

                            SHARES PURCHASED        AVERAGE
DATE                                     SOLD(-)             PRICE

THE EMG MADONNA EDUCATIONAL FOUNDATION INC.
   
12/04/2023
-58,542
36.4024
   
12/01/2023
-20,000
32.7366
   
11/30/2023
-9,319
34.0707
   
11/29/2023
-4,759
33.0356
         

(1) UNLESS OTHERWISE INDICATED, ALL TRANSACTIONS WERE EFFECTED
    ON THE NYSE.

(2) PRICE EXCLUDES COMMISSION.