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. )*
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Rekor Systems, Inc.
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(Name of
Issuer)
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Common Stock, par value 0.0001 per share
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(Title of Class of Securities)
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759419104
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(CUSIP
Number)
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James K. McCarthy
Rekor Systems, Inc.
7172 Columbia Gateway Drive, Suite 400
Columbia, MD 21046
(410) 762-0800
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(Name, address and telephone number of
person
authorized to receive notices and
communications)
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August 5, 2020
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(Date of event which requires filing of this
statement)
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If the filing
person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or
Rule 13d-1(g), check the following box .o
NOTE: Schedules
filed in paper format shall include a signed original and five
copies of the Schedule, including all exhibits. See Rule
13d-7(b) for other parties to whom copies are to be
sent.
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*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 on the remainder of this cover page shall not be deemed to
be “filed” for 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)
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CUSIP No.
759419104
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SCHEDULE
13D
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Page _2_
of _5_ Pages
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1
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NAME OF REPORTING
PERSONS
James K.
McCarthy
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2
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CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☐
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3
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SEC USE
ONLY
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4
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SOURCE OF
FUNDS
OO
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5
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CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) ☐
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6
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CITIZENSHIP OR
PLACE OF ORGANIZATION
United States
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NUMBER
OF
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7
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SOLE VOTING
POWER
0 (1)
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SHARES
BENEFICIALLY
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8
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SHARED VOTING
POWER
0
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OWNED
BY
EACH
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9
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SOLE DISPOSITIVE
POWER
0 (1)
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REPORTING
PERSON
WITH
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10
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SHARED DISPOSITIVE
POWER
0
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11
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AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 (1)
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12
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CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ☐
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13
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
0% (1)
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14
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TYPE OF REPORTING
PERSON
IN
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(1)
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See
Item 5 below.
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CUSIP No.
759419104
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SCHEDULE
13D
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Page _3_
of _5_ Pages
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This
Amendment No. 2 (this “Amendment”) amends and
supplements the Schedule 13D filed with the Securities and Exchange
Commission (the “SEC”) on September 7, 2017, as amended
on December 21, 2018, by the Reporting Person (as amended from time
to time, the “Schedule 13D”) relating to the Reporting
Person’s beneficial ownership of Rekor Systems, Inc., f/k/a
Novume Solutions, Inc. (the “Issuer”). Except to the
extent set forth in this Amendmen
t, all material information
disclosed in the Schedule 13D remains unchanged. Capitalized terms
used but not defined in this Amendment have the respective meanings
set forth in the Schedule 13D.
Item
1.
Security
and Issuer.
The
securities to which this Schedule 13D relates are the common
shares, $0.0001 par value per share (“Common Shares”)
of the Issuer. The address of the executive offices of the Issuer
is 7172 Columbia Gateway Drive, Suite 400, Columbia, MD
21046.
Item
2.
Identity
and Background.
(a),
(b), (c), (d), (e) and (f). This Schedule 13D is being filed by
James K. McCarthy, an individual. Mr. McCarthy served as the
Chairman of the Board of Directors of the Issuer until July 23,
2020 when he retired, as disclosed by the Issuer in its Current
Report on Form 8-K as filed with the SEC on July 24, 2020. His
business address is identical to the business address of the Issuer
as reported in Item 1 above. Mr. McCarthy has not, during the last
five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) nor was he a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of which 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.
Mr. McCarthy is citizen of the United States.
Item
3.
Source
or Amount of Funds or Other Consideration.
Not
Applicable.
Item
4.
Purpose
of the Transaction.
All of the securities owned by Mr. McCarthy were acquired for
investment purposes. Mr. McCarthy presently has no plans or
proposals which relate to or would result in any action enumerated
in subparagraphs (a) through (j) of the instructions for Item 4 of
Schedule 13D.
On
August 5, 2020, Mr. McCarthy entered into a privately negotiated
Stock Purchase Agreement (the “SPA”) with Mr. Robert A.
Berman, the current CEO, President, and Executive Chairman of the
Issuer, to sell to Mr. Berman 2,725,836 shares of Common Stock of
the Issuer held by Mr. McCarthy, at a price per share of
approximately $2.57. The closing of the transaction is conditioned
upon Mr. Berman's payment of: (i) $200,000 no later than two
business days from the date of the SPA; and (ii) $6,800,000 no
later than forty-five days from the date of the SPA (the
“Purchase Price”). Upon payment of the Purchase Price,
Mr. McCarthy shall transfer ownership of the Common Stock to Mr.
Berman, and Mr. McCarthy will cease to be a beneficial owner of the
Issuer’s Common Stock.
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CUSIP No.
759419104
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SCHEDULE
13D
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Page _4_
of _5_ Pages
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Item
5.
Interest
in Securities of the Issuer.
(a), (b) Upon the closing of the transaction reported above in
Item 4, Mr. McCarthy will own 0 shares, or 0% of the Issuer’s
Common Stock, based on 27,292,286 shares of Common Stock issued and
outstanding on August 3, 2020, as reported in the Issuer’s
Quarterly Report on Form 10-Q as filed with the SEC on August 3,
2020.
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(c) Except for the SPA reported above in Item 4, there have
been no other transactions in the Issuer’s Common Stock
during the last 60 days by Mr. McCarthy.
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(d) Not applicable.
(e) Upon the closing of the transaction reported above in Item
4, Mr. McCarthy will have ceased to be the beneficial owner of more
than five percent of the Issuer’s securities.
Item
6.
Contracts,
Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
No contracts, arrangements, understandings, or relationships (legal
or otherwise) exist between Mr. McCarthy and any person with
respect to any securities of the Issuer, including, but not limited
to, transfer or voting of any of the securities, finder’s
fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, divisions of profits or loss, or the giving
or withholding of proxies, except for the SPA as set forth above in
Item 4 and incorporated herein by reference.
Item
7.
Material
to be filed as Exhibits.
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CUSIP No.
759419104
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SCHEDULE
13D
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Page _5_
of _5_ Pages
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SIGNATURES
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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Dated:
August
5, 2020
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By:
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/s/ James K.
McCarthy
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Name: James K.
McCarthy
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