Sec Form 13G Filing - Medalist Partners LP filing for WISA TECHNOLOGIES INC. (WISA) - 2019-02-14

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

 

 

Under the Securities Exchange Act of 1934

(Amendment No.  )*

 

 

Summit Wireless Technologies, INC.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

86633R104

(CUSIP Number)

December 31, 2018

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:

 

[   ] Rule 13d-1(b)

[   ] Rule 13d-1(c)

[X] 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).

 

 

 

 

CUSIP No.  86633R104
(1) Names of Reporting Persons
	Medalist Partners LP
(2) Check the Appropriate Box if a Member of a Group				(a) [    ]
				(b) [    ]
(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:		1,970,348*
		(7) Sole Dispositive Power:		0
		(8) Shared Dispositive Power:		1,970,348*
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
	1,970,348*
(10) Check if the Aggregate Amount  in Row (9) Excludes Certain Shares (See Instructions):
	[    ]
(11) Percent of Class Represented by Amount in Row (9)
	12.8%*
(12) Type of Reporting Person
	IA

* See Item 4 for additional information. Includes 1,970,348 shares of Common Stock. Does not include 944,460 shares of Common Stock issuable upon the exercise of Warrants, which are subject to a 9.99% beneficial ownership limitation and are currently not exercisable pursuant to the terms thereof. 

 

CUSIP No.  86633R104
(1) Names of Reporting Persons
	Medalist Partners Harvest Master Fund, Ltd.
(2) Check the Appropriate Box if a Member of a Group				(a) [    ]
				(b) [    ]
(3) SEC Use Only
(4) Citizenship or Place of Organization
	Cayman Islands
Number of Shares Beneficially Owned By Each Reporting Person With
		(5) Sole Voting Power:		0
		(6) Shared Voting Power:		1,457,404*
		(7) Sole Dispositive Power:		0
		(8) Shared Dispositive Power:		1,457,404*
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
	1,457,404*
(10) Check if the Aggregate Amount  in Row (9) Excludes Certain Shares (See Instructions):
	[    ]
(11) Percent of Class Represented by Amount in Row (9)
	9.2%*
(12) Type of Reporting Person
	CO

  * See Item 4 for additional information. Includes (a) 985,174 shares of Common Stock and (b) Warrants exercisable for an aggregate of 472,230 shares of Common Stock, which are subject to a 9.99% beneficial ownership limitation and are currently exercisable pursuant to the terms thereof.

 

CUSIP No.  86633R104
(1) Names of Reporting Persons
	Medalist Partners Opportunity Master Fund A, L.P.
(2) Check the Appropriate Box if a Member of a Group				(a) [    ]
				(b) [    ]
(3) SEC Use Only
(4) Citizenship or Place of Organization
	Cayman Islands
Number of Shares Beneficially Owned By Each Reporting Person With
		(5) Sole Voting Power:		0
		(6) Shared Voting Power:		1,457,404*
		(7) Sole Dispositive Power:		0
		(8) Shared Dispositive Power:		1,457,404*
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
	1,457,404*
(10) Check if the Aggregate Amount  in Row (9) Excludes Certain Shares (See Instructions):
	[    ]
(11) Percent of Class Represented by Amount in Row (9)
	9.2%*
(12) Type of Reporting Person
	CO

* See Item 4 for additional information. Includes (a) 985,174 shares of Common Stock and (b) Warrants exercisable for an aggregate of 472,230 shares of Common Stock, which are subject to a 9.99% beneficial ownership limitation and are currently exercisable pursuant to the terms thereof.

 

 

Item 1(a).  Name Of Issuer:   Summit Wireless Technologies, Inc. (the “Company”)
Item 1(b).  Address of Issuer’s Principal Executive Offices:
	6840 Via Del Oro Ste 280 San Jose, CA 95119
Item 2(a).  Name of Person Filing:
	This report on Schedule 13G (this “Schedule 13G”), is being jointly filed by (i) Medalist Partners LP (“Medalist”), a Delaware limited partnership, (ii) Medalist Partners Harvest Master Fund, Ltd., a Cayman Islands exempted company (“Harvest”), and (iii) Medalist Partners Opportunity Fund A, L.P., a Cayman Islands exempted company (“Opportunity” and, collectively with Harvest, the “Medalist Funds” and, collectively with Harvest and Medalist, the “Reporting Persons”). Medalist is the investment manager to the Medalist Funds.
Item 2(b).  Address of Principal Business Office or, if None, Residence:
	777 Third Avenue, Suite 1402 New York, NY 10017
Item 2(c).  Citizenship:
	Medalist is organized under the laws of the State of Delaware. Each of the Medalist Funds is organized under the laws of the Cayman Islands.

 

Item 2(d).  Title of Class of Securities:

	Common Stock, $0.0001 par value per share (the “Common Stock”)..
Item 2(e).  CUSIP No.:
	86633R104

 

Item 3.  If This Statement Is Filed Pursuant to Section 240.13d-1(b) or 240.13d-2(b) or (c), check whether the Person Filing is a:
	Not Applicable.
Item 4.  Ownership:
	As reported in the cover pages to this report, the ownership information with respect to Medalist is as follows:
	(a)     Amount Beneficially Owned:		1,970,348*
	(b)    Percent of Class:		12.8%*
	(c)     Number of Shares as to which such person has:
		(i)     Sole power to vote or to direct the vote:	0
		(ii)     Shared power to vote or to direct the vote:	1,970,348*
		(iii)     Sole power to dispose or to direct the disposition of:	0
		(iv)     Shared power to dispose or to direct the disposition of:	1,970,348*

  

	As reported in the cover pages to this report, the ownership information with respect to each of the Medalist Funds is as follows:
	(a)   &#x A0; Amount Beneficially Owned:		1,457,404*
	(b)    Percent of Class:		9.2%*
	(c)     Number of Shares as to which such person has:
		(i)     Sole power to vote or to direct the vote:	0
		(ii)     Shared power to vote or to direct the vote:	1,457,404*
		(iii)     Sole power to dispose or to direct the disposition of:	0
		(iv)     Shared power to dispose or to direct the disposition of:	1,457,404*

 

* This report on Schedule 13G is being jointly filed by (i) Medalist, the investment manager to the Medalist Funds, (ii) Harvest and (iii) Opportunity.  

The foregoing beneficial ownership percentages are based upon 15,366,327 shares of Common Stock, issued and outstanding as of November 14, 2018, as reported by the Company in its Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 15, 2018. 

 

As of December 31, 2018, each of Harvest and Opportunity held (a) 985,174 shares of Common Stock and (b) warrants (“Warrants”) exercisable for an aggregate of 472,230 shares of Common Stock, and as the investment manager to the Medalist Funds, Medalist indirectly held (a) 1,970,348 shares of Common Stock and (b) 944,460 Warrants.

 

The Warrants are subject to exercise and conversion limitations prohibiting the exercise or conversion of each security to the extent that it would result in the holder, or any of its affiliates, being deemed to beneficially own in excess of 9.99% of the then-outstanding shares of Common Stock. Pursuant to the terms of the 9.99% beneficial ownership limitation and as of December 31, 2018, any Warrants deemed to be beneficially owned by Medalist are not exercisable and therefore are not reflected in the above calculations of Medalist’s beneficial ownership.

 

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:  [  ]
Item 6.  Ownership of More Than Five Percent on Behalf of Another Person
	Not Applicable.
Item 7.  Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person
	Not Applicable.

 

 

 

 

 

 

 

Item 8.  Identification and Classification of Members of the Group
	Not Applicable.
Item 9.  Notice of Dissolution of Group
	Not Applicable.
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.

 

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 14, 2019
	MEDALIST PARTNERS LP
	By:	/s/ Gurdev Dillon
		Name: Gurdev Dillon
		Title: Chief Financial Officer

  

	MEDALIST PARTNERS HARVEST MASTER FUND, LTD.
	By:   Medalist Partners LP, its Investment Manager
	By:	/s/ Gurdev Dillon
		Name: Gurdev Dillon
		Title: Chief Financial Officer

  

	MEDALIST PARTNERS OPPORTUNITY MASTER FUND A, L.P.
	By:   Medalist Partners LP, its Investment Manager
	By:	/s/ Gurdev Dillon
		Name: Gurdev Dillon
		Title: Chief Financial Officer

 

Attention: Intentional misstatements or omissions of fact constitute

Federal criminal violations (See 18 U.S.C. 1001)

  

 

 

 

 

  

 

 

Exhibit Index

 

Exhibit

1.  Joint Filing Agreement, dated as of February 14, 2019, by and among Medalist Partners LP, Medalist Partners Harvest Master Fund, Ltd., and Medalist Partners Opportunity Master Fund A, L.P.