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. 2)*
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KVH Industries, Inc. (Name of Issuer) |
Common Stock, par value $0.01 per share (Title of Class of Securities) |
482738101 (CUSIP Number) |
Matthew Kane 2187 Atlantic Street, 9th Floor Stamford, CT, 06902 (203) 552-0888 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/22/2025 (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. | 482738101 |
| 1 |
Name of reporting person
BDCM CT, L.L.C. | ||||||||
| 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
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,410,164.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
17.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA, OO |
SCHEDULE 13D
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| CUSIP No. | 482738101 |
| 1 |
Name of reporting person
Black Diamond Holdings, LLLP | ||||||||
| 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
VIRGIN ISLANDS, U.S.
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,410,164.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
17.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA, PN |
SCHEDULE 13D
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| CUSIP No. | 482738101 |
| 1 |
Name of reporting person
Deckoff Stephen H | ||||||||
| 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
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,410,164.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
17.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN, HC |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.01 per share | |
| (b) | Name of Issuer:
KVH Industries, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
75 Enterprise Center, Middletown,
RHODE ISLAND
, 02842. | |
Item 1 Comment:
This Amendment No. 2 to Schedule 13D ("Amendment No. 2") is being filed by the undersigned, pursuant to Section 240.13d-2(a), to amend and supplement the Schedule 13D filed with the U.S. Securities and Exchange Commission (the "SEC") on August 26, 2022 (the "Original Schedule 13D"), as amended by Amendment No. 1 filed with the SEC on February 7, 2023 (collectively, the "Schedule 13D"), with respect to the Common Stock, par value $0.01 per share (the "Shares"), of KVH Industries, Inc. (the "Company"), whose principal executive offices are located at 75 Enterprise Center, Middletown, RI 02842. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported in the Schedule 13D. | ||
| Item 2. | Identity and Background | |
| (a) | Item 2 of the Schedule 13D is hereby amended and restated in its entirety as follows: This statement is filed by BDCM CT, L.L.C. ("BDCM CT" and formerly Black Diamond Capital Management, L.L.C.), Black Diamond Holdings, LLLP ("Black Diamond"), and Stephen H. Deckoff ("Mr. Deckoff"). BDCM CT, Black Diamond, and Mr. Deckoff are each referred to as a "Reporting Person" and collectively as the "Reporting Persons." The agreement among the Reporting Persons to file this statement jointly in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, is attached as Exhibit D to this Schedule 13D. | |
| (b) | The principal business address of BDCM CT is 2187 Atlantic Street, 9th Floor, Stamford, CT 06902. The principal business address of Black Diamond and Mr. Deckoff is 5330 Yacht Haven Grande, Suite 100, Box 35, St. Thomas, U.S. Virgin Islands 00802. | |
| (c) | This Amendment No. 2 is being filed because, effective August 22, 2025, Black Diamond replaced BDCM CT as the primary registered investment adviser that exercises investment discretion on behalf of investment advisory affiliates that serve as investment advisers to Black Diamond investment vehicles for whose accounts the Shares reported herein are held. Mr. Deckoff is the Managing Principal of Black Diamond. Black Diamond and Mr. Deckoff (collectively, the "Continuing Reporting Persons") accordingly may be deemed to be the beneficial owners of all of the Shares reported herein. Upon filing of this Amendment No. 2, BDCM CT will no longer be a Reporting Person on this Schedule 13D. | |
| (d) | None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, 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. | |
| (f) | BDCM CT is a Delaware limited liability company. Black Diamond is a U.S. Virgin Islands limited liability limited partnership. Mr. Deckoff is a citizen of the United States of America. | |
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 of the Schedule 13D is hereby amended and supplemented as follows: As of the date hereof, the Continuing Reporting Persons may be deemed to beneficially own 3,410,164 Shares, or approximately 17.6% of the Shares outstanding. This figure is based upon information received from the Company on August 26, 2025, indicating that, as of August 26, 2025, there were 19,356,559 Shares outstanding. | |
| (b) | The Continuing Reporting Persons may be deemed to share the power to vote or direct the voting of, and the power to dispose or direct the disposition of, the 3,410,164 Shares. | |
| (c) | On August 21, 2025, the Company issued 13,637 shares of restricted stock to Mr. Deckoff as consideration for his service on the Board. The restricted stock will vest in four installments on each of November 21, 2025, February 21, 2026, May 21, 2026, and August 21, 2026, provided Mr. Deckoff is still a member of the Board on each vesting date. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Schedule 13D is hereby amended and supplemented as follows: The response to Item 2(a) of this Amendment No. 2 is incorporated by reference herein. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 of the Schedule 13D is hereby amended and supplemented as follows: Exhibit Description Exhibit D: Joint Filing Agreement, dated August 26, 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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