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. 2)*
|
PAR TECHNOLOGY CORP (Name of Issuer) |
Common Stock, $0.02 par value (Title of Class of Securities) |
698884103 (CUSIP Number) |
VOSS CAPITAL, L.P. 3773 Richmond Avenue, Suite 500 Houston, TX, 77046 281-770-0379 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
04/20/2026 (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. | 698884103 |
| 1 |
Name of reporting person
Voss Value Master Fund, LP | ||||||||
| 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)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
845,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| CUSIP No. | 698884103 |
| 1 |
Name of reporting person
Voss Value-Oriented Special Situations Fund, LP | ||||||||
| 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
145,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 698884103 |
| 1 |
Name of reporting person
Voss Advisors GP, LLC | ||||||||
| 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
TEXAS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
990,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 698884103 |
| 1 |
Name of reporting person
Voss Capital, LP | ||||||||
| 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
TEXAS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
5,176,500.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
12.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | 698884103 |
| 1 |
Name of reporting person
Cocke Travis W. | ||||||||
| 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
5,176,500.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
12.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, $0.02 par value | |
| (b) | Name of Issuer:
PAR TECHNOLOGY CORP | |
| (c) | Address of Issuer's Principal Executive Offices:
PAR TECHNOLOGY PARK, PAR TECHNOLOGY PARK, NEW HARTFORD,
NEW YORK
, 13413. | |
Item 1 Comment:
The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned ("Amendment No. 2"). This Amendment No. 2 amends the Schedule 13D as specifically set forth herein. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 is hereby amended and restated to read as follows: The Shares purchased by each of Voss Value Master Fund, Voss Value-Oriented Special Situations Fund and the Voss Managed Accounts were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market transactions. The aggregate purchase price of the 845,000 Shares beneficially owned directly by Voss Value Master Fund is approximately $34,451,477, including brokerage commissions. The aggregate purchase price of the 145,000 Shares beneficially owned by Voss Value-Oriented Special Situations Fund is approximately $5,839,736, including brokerage commissions. The aggregate purchase price of the 4,140,100 Shares held in the Voss Managed Accounts is approximately $173,809,334, including brokerage commissions. The aggregate purchase price of the call options exercisable into 46,400 Shares which are held in the Voss Managed Accounts is approximately $162,400, including brokerage commissions. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) is hereby amended and restated to read as follows: The aggregate percentage of the Shares reported owned by each person named herein is based upon a denominator that is the sum of: (i) 41,152,632 Shares outstanding as of February 24, 2026, which is the total number of Shares outstanding as disclosed in the Issuer's Annual Report on Form 10-K filed with the Securities and Exchange Commission (the "SEC") on February 26, 2026, (ii) 1,810,222 Shares issued (as defined in the Issuer's Current Report on Form 8-K/A filed with the SEC on March 24, 2026 A. Voss Value Master Fund As of the date hereof, Voss Value Master Fund beneficially owned 845,000 Shares. Percentage: Approximately 1.97% B. Voss Value-Oriented Special Situations Fund As of the date hereof, Voss Value-Oriented Special Situations Fund beneficially owned 145,000 Shares. Percentage: Approximately 0.34% C. Voss G
P Voss GP, as the general partner of each of Voss Value Master Fund and Voss Value-Oriented Special Situations Fund, may be deemed the beneficial owner of the (i) 845,000 Shares owned by Voss Value Master Fund and (ii) 145,000 Shares owned by Voss Value-Oriented Special Situations Fund. Percentage: Approximately 2.30% D. Voss Capital As of the date hereof, 4,186,500 Shares were held in the Voss Managed Accounts. Voss Capital, as the investment manager of each of Voss Value Master Fund and Voss Value-Oriented Special Situations Fund, may be deemed the beneficial owner of the (i) 845,000 Shares beneficially owned by Voss Value Master Fund and (ii) 145,000 Shares beneficially owned by Voss Value-Oriented Special Situations Fund. Percentage: Approximately 12.05% E. Mr. Cocke Mr. Cocke, as the managing member of each of Voss Capital and Voss GP, may be deemed the beneficial owner of the (i) 845,000 Shares owned by Voss Value Master Fund, (ii) 145,000 Shares owned by Voss Value-Oriented Special Situations Fund and (iii) 4,186,500 Shares held in the Voss Managed Accounts. Percentage: Approximately 12.05% | |
| (b) | Item 5(b) is hereby amended and restated to read as follows: A. Voss Value Master Fund 1. Sole power to vote or direct vote: 845,000 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 845,000 4. Shared power to dispose or direct the disposition: 0 B. Voss Value-Oriented Special Situations Fund 1. Sole power to vote or direct vote: 145,000 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 145,000 4. Shared power to dispose or direct the disposition: 0 C. Voss GP 1. Sole power to vote or direct vote: 990,000 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 990,000 4. Shared power to dispose or direct the disposition: 0 D. Voss Capital 1. Sole power to vote or direct vote: 4,201,500 2. Shared power to vote or direct vote: 975,000 3. Sole power to dispose or direct the disposition: 4,201,500 4. Shared power to dispose or direct the disposition: 975,000 E. Mr. Cocke 1. Sole power to vote or direct vote: 4,201,500 2. Shared power to vote or direct vote: 975,000 3. Sole power to dispose or direct the disposition: 4,201,500 4. Shared power to dispose or direct the disposition: 975,000 | |
| (c) | Item 5(c) is hereby amended to add the following: There have been no transactions in securities of the Issuer by the Reporting Persons since the filing of the Schedule 13D. The decrease in beneficial ownership reported herein is solely the result of (i) the expiration of options previously held by the Reporting Persons, and (ii) an increase in the number of shares of the Issuer outstanding. | |
| 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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