Sec Form 13G Filing - Morgan Stephen L. filing for RESEARCH FRONTIERS INC (REFR) - 2024-01-25

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"
- Peter Lynch
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             UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G Under the Securities Exchange Act of 1934
(Amendment No.)1

Research Frontiers Incorporated
(Name of Issuer)

Common Shares
(Title of Class of Securities)

760911107
(CUSIP Number)

10/17/2023
(Date of Event which Requires Filing of this Statement)

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

?	Rule 13d-1(b)
?	Rule 13d-1(c)
?	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).

1
Names of Reporting Persons

John F. Nelson
2
Check the appropriate box if a member of a Group (see
instructions)

(a)	?
(b)	?
3
SEC Use only


4
Citizenship or Place of Organization
Wisconsin, United States

Number	of
Shares
Beneficially
Owned	by
Each
Reporting
Person With:
5
Sole Voting Power
1,960,911

6
Shared Voting Power
0

7
Sole Dispositive Power
1,960,911

8
Shared Dispositive Power
0

9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,960,911
10
Check box if the aggregate amount in row (9) excludes certain
shares (See Instructions)

?
11
Percent of class represented by amount in row (9)

5.85518% (based on Issurer?s 10-K of 03-09-23)
12
Type of Reporting Person (See Instructions)

IN

Notes:

(1)	The number of the common shares of the issuer outstanding
used in calculating the percentage is 33,509,287 as of the
date hereof.

Item 1:

(a)	Name of Issuer
Research Frontiers Incorporated

(b)	Address of Issuer?s Principal Executive Offices:
240 Crossways Park Drive
Woodbury, NY 11797-2033


Item 2:

(a)	Names of Persons Filing:
(i)John F. Nelson


(b)	Address of Principal Business Office or, if None,
Residence:
3610 Deerpath Road
Middleton, WI 53562

(c)	Citizenship:
United States

(d)	Title and Class of Securities:
Common Stock

(e)	CUSIP No.:
760911107

Item 3. If this statement is filed pursuant to ?? 240.13d-1(b) or
(c), check whether the person filing is a:

NOT APPLICABLE

(a)	?  Broker or dealer registered under Section 15 of the
Act;
(b)	?   Bank as defined in Section 3(a)(6) of the Act;
(c)	?  Insurance company as defined in Section 3(a)(19) of
the Act;
(d)	?   Investment company registered under Section 8 of
the Investment Company Act of 1940;
(e)	?  An investment adviser in accordance with Rule 13d-
1(b)(1)(ii)(E);
(f)	?  An employee benefit plan or endowment fund in
accordance with Rule 13d-1(b)(1)(ii)(F);
(g)	?  A parent holding company or control person in
accordance with Rule 13d-1(b)(1)(ii)(G);
(h)	?  A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	?   A church plan that is excluded from the
definition of an investment company under section
3(c)(14) of the Investment Company Act of 1940;
(j)	?  A non-U.S. institution in accordance with Rule
240.13d-1(b)(1)(ii)(J);
(k)	? Group, in accordance with Rule 240.13d-
1(b)(1)(ii)(K). If filing as a non-U.S. institution in
accordance with Rule 240.13d-1(b)(1)(ii)(J), please
specify the type of institution:

Item 4. Ownership

Reporting Persons (John F. Nelson)


(a)	Amount Beneficially Owned
1,960,911
(b)	Percent of Class:
5.85518%
(c)	Number of shares as to which such person has:
(i)	Sole power to vote or to direct the vote:
1,960,911 (904,612 owned in personal account
and 1,056,299 owned in self-directed IRA account)
(ii)	Shared power to vote or to direct the vote:
0
(iii)		Sole power to dispose or to direct the disposition
of:
1,960,911
(iv)	Shared power to dispose or to direct the disposition
of:
0

Notes:

(1) The number of the common shares of the issuer outstanding
used in calculating the percentage is 33,509,287 as of the
date hereof.


Item 5. Ownership of Five Percent or Less of a Class.
NOT APPLICABLE

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. Certifications.


By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are
held in the ordinary course of business and 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.

I further certify that I am an attorney, duly licensed in the State
of Wisconsin, and I have been expressly retained and authorized by
Mr. John F. Nelson to be his attorney and representative for the
express purpose of submitting and signing the Schedule 13G on his
behalf, and my electronic signature, below, shows and supports the
authority to act as his authorized representative.

Dated: January 23, 2024.	/s/ Stephen L. Morgan
Stephen L. Morgan
Attorney and Authorized
Representative of John F. Nelson

Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C. 1001).



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