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
What is insider trading>>
- Peter Lynch
What is insider trading>>
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
|
Sturm, Ruger & Company, Inc. (Name of Issuer) |
Common Stock, $1.00 par value per share (Title of Class of Securities) |
864159108 (CUSIP Number) |
Robert Eckert Beretta Holding S.A., 9 rue Sainte Zithe Luxembourg, N4, L-2763 352 691 325 028 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
11/26/2025 (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
|
| CUSIP No. | 864159108 |
| 1 |
Name of reporting person
Beretta Holding S.A. | ||||||||
| 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
LUXEMBOURG
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,587,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.95 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC |
Comment for Type of Reporting Person:
Row 13 - This percentage of the shares of Common Stock beneficially owned is based on approximately 15,944,253 shares of the Issuer's Common Stock outstanding as of October 17, 2025.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, $1.00 par value per share | |
| (b) | Name of Issuer:
Sturm, Ruger & Company, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
1 Lacey Place, Southport,
CONNECTICUT
, 06890. | |
Item 1 Comment:
This Amendment No. 2 to the Schedule 13D ("Amendment No. 2") is being filed on behalf of the undersigned, Beretta Holding
S.A. (the "Reporting Person"), to amend the Schedule 13D filed by the Reporting Person with the SEC on September 22, 2025 and the first amendment to the Schedule 13D filed by the Reporting Person with the SEC on October 2, 2025 (collectively, as amended, the "Schedule 13D"). Except as specifically amended and supplemented by this Amendment No. 2, the information previously reported in the Schedule 13D remains unchanged. All capitalized terms contained herein but not otherwise defined shall have the meaning ascribed to such terms in the Schedule 13D. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
The shares purchased by the Reporting Person were purchased with working capital. The aggregate purchase price of the 1,587,000 shares beneficially owned by the Reporting Person is approximately $60.3 million, including brokerage commissions. Schedule I sets forth the transactions of the Common Stock effected by the Reporting Person during the past 60 days. | ||
| Item 4. | Purpose of Transaction | |
This Item 4 is hereby amended to include the following: The Reporting Person acquired the Shares of the Issuer, which represent 9.95% of the Issuer's outstanding common stock, based on the Reporting Person's belief that the Shares represent an attractive investment opportunity within the industry. The Reporting Person is actively evaluating a wide range of strategic alternatives with respect to its investment in the Issuer. Depending on various factors including the Issuer's financial and operating performance, industry conditions, market prices of the Shares, general economic and market conditions, regulatory and legal considerations (including the terms of the stockholder rights plan adopted by the Issuer effective as of October 14, 2025 (the "Rights Plan")), and other relevant factors the Reporting Person may, at any time and from time to time, determine to take such actions as it considers advisable in furtherance of its investment objectives. Such actions may include, without limitation: (i) acquiring additional Shares or other securities of the Issuer (including through open-market purchases, privately negotiated transactions, or derivative or other instruments), in each case subject to compliance with applicable law and the Issuer's Rights Plan; (ii) disposing of some or all of its holdings; (iii) seeking representation on the Issuer's board of directors, which may include engaging in discussions with the Issuer regarding board composition, proposing or nominating director candidates, and/or soliciting proxies or consents in support of such nominees or other proposals, as permitted by law; (iv) proposing, evaluating, or engaging in discussions regarding strategic alternatives, extraordinary corporate transactions, or potential business combination or change-of-control transactions involving the Issuer; (v) proposing or advocating changes to the Issuer's strategy, operations, capital allocation, governance, management, or corporate structure; (vi) engaging with third parties (including other stockholders, potential partners, financing sources, or counterparties) regarding any of the foregoing; (vii) requesting that the Issuer call a special meeting of stockholders or taking action by written consent to the extent permitted by the Issuer's governing documents and applicable law; and (viii) entering into customary confidentiality, engagement, advisory, financing, swap, derivative, or other arrangements in connection with evaluating or pursuing any of the foregoing. The Reporting Person intends to review its investment in the Issuer on an ongoing basis and may formulate, revise, or withdraw plans and proposals at any time. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The information set forth in Items 3 and 4 of this Schedule 13D is incorporated by reference into this Item 5. See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of Common Stock and percentage of the Common Stock beneficially owned by the Reporting Person. | |
| (b) | See rows (7) through (10) of the cover pages to this Schedule 13D for the number of Common Stock to which the Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition. | |
| (c) | Except as set forth in Schedule I, during the past 60 days, the Reporting Person has not effected any transaction with respect to the Issuer's Common Stock. | |
| Item 7. | Material to be Filed as Exhibits. | |
1. Schedule I. Transactions in Securities. | ||
| 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.
|
|
|