Form SC 13D/A - General Statement of Acquisition of Beneficial Ownership: [Amend]
2024年8月2日 - 5:04AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934 (Amendment No. 1)
LANTRONIX,
INC. |
(Name
of Issuer) |
Common
Stock |
(Title
of Class of Securities) |
Chain
of Lakes Investment Fund, LLC
2600 Eagan Woods Dr., Suite 350
Eagan, Minnesota 55121
Attention: Timothy O’Connell
Telephone: (702) 807-7858 |
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
November
5, 2021 |
(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 [ ].
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See 240.13d-7(b)
for other parties to whom copies are to be sent.
*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 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 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
1 |
NAMES
OF REPORTING PERSONS |
Chain
of Lakes Investment Fund, LLC |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(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 |
7 |
SOLE
VOTING POWER |
|
0 |
|
8 |
SHARED
VOTING POWER |
|
1,216,152
shares |
|
9 |
SOLE
DISPOSITIVE POWER |
|
0 |
|
10 |
SHARED
DISPOSITIVE POWER |
|
1,216,152
shares |
|
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
1,216,152
shares |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |
[ ] |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
3.2%
(1) |
14 |
TYPE
OF REPORTING PERSON (See Instructions) |
PN |
|
|
|
|
|
| (1) | Percentage
calculated based on 37,580,182 shares of common stock, par value $0.0001 per share, outstanding as of April 25, 2024, as reported
in the Form 10-Q for the quarterly period ended March 31, 2024, of Lantronix, Inc. |
SCHEDULE
13D
1 |
NAMES
OF REPORTING PERSONS |
Christopher
B. Woodruff |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) [ ]
(b) [ ] |
3 |
SEC
USE ONLY |
|
4 |
SOURCE
OF FUNDS (See Instructions) |
AF |
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 of America |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER |
|
0 |
|
8 |
SHARED
VOTING POWER |
|
1,216,152
shares (1) |
|
9 |
SOLE
DISPOSITIVE POWER |
|
0 |
|
10 |
SHARED
DISPOSITIVE POWER |
|
1,216,152
shares (1) |
|
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
1,216,152
shares (1) |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |
[ ] |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
3.2%
(1)(2) |
14 |
TYPE
OF REPORTING PERSON (See Instructions) |
IN |
|
|
|
|
|
| (1) | As
described in Item 2, Mr. Woodruff is deemed to have shared voting and dispositive power over the shares of the Company held by
Chain of Lakes Investment Fund, LLC ("COLIF") as a result of his position as President of COLIF. Reference is made to
Item 2 to this Schedule 13D. Mr. Woodruff disclaims beneficial ownership of the Common Shares owned by COLIF. |
| (2) | Percentage
calculated based on 37,580,182 shares of common stock, par value $0.0001 per share, outstanding as of April 25, 2024, as reported
in the Form 10-Q for the quarterly period ended March 31, 2024, of Lantronix, Inc. |
SCHEDULE
13D
EXPLANATORY
NOTE
This
Amendment No. 1 to Schedule 13D (this “Amendment No. 1”) amends and supplements, as set forth below, the information
contained in Items 1, 2, 3, 5, and 7 of the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”)
on December 24, 2019 (the “Original Schedule 13D”) by Chain of Lakes Investment Fund, LLC, a Delaware limited liability
company (“COLIF”) and Christopher B. Woodruff (each a “Reporting Person”), with respect to shares of common
stock, $0.0001 par value per share (the “Common Stock”), of Lantronix, Inc., a Delaware corporation (the “Issuer”).
This Amendment No. 1 is being filed to reflect a reduction in the Reporting Persons’ beneficial ownership of more than 1%
of the Issuer’s outstanding Common Stock, resulting from an increase in the outstanding shares of Common Stock of the Issuer.
Such reduction in the Reporting Persons’ beneficial ownership of more than 1% of the Issuer’s outstanding Common Stock
was calculated based on 29,744,040 shares of Common Stock outstanding as of November 5, 2021, as reported in the Form 10-Q for
the quarterly period ended September 30, 2021, of the Issuer. Except as specifically provided herein, this Amendment No. 1 does
not modify any of the information previously reported in the Original Schedule 13D. Capitalized terms used but not defined in
this Amendment No. 1 shall have the same meanings ascribed to them in the Original Schedule 13D.
| Item
1. | Security
and Issuer |
This
statement 13D (this "Statement") relates to the shares of common stock, $0.0001 par value per share (the "Common
Stock"), of Lantronix, Inc., a Delaware corporation (the "Issuer"). The address of the principal offices of the
Issuer is 48 Discovery, Suite 250, Irvine, CA 92618.
| Item
2. | Identity
and Background |
(a)
- (c) |
This
Statement is filed by Chain of Lakes Investment Fund, LLC (“COLIF”) and Christopher B. Woodruff (each, a "Reporting
Person"). Mr. Woodruff may be deemed to have shared voting and shared dispositive power over the Common Stock owned by
COLIF (the "Shares") as result of his position as President of COLIF. The principal business address of each
Reporting Person is 2600 Eagan Woods Dr., Suite 350, Eagan, MN 55121. None of the Reporting Persons is considered to
be part of a group, and this Schedule 13D has been filed by the Reporting Persons as a joint filing pursuant to Rule 13d–1(k)(1)
promulgated by the Securities and Exchange Commission (“SEC”) under the Securities Exchange Act of 1934, as amended. |
|
|
(d) |
None
of the Reporting Persons has, during the past five years, been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors). |
|
|
(e) |
None
of the Reporting Persons has, during the last five years, been party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding 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. |
|
|
(f) |
COLIF
is a Delaware limited liability company. Mr. Woodruff is a citizen of the United States of America. |
| Item
3. | Source
and Amount of Funds or Other Considerations |
All
of the shares of Common Stock to which this Statement relates were purchased on behalf of the Reporting Persons using the investment
capital of the Reporting Persons. The aggregate purchase price of the 1,216,152 shares of Common Stock acquired was approximately
$4,100,001 (including brokerage commissions and transaction costs).
| Item
5. | Interest
in Securities of the Issuer |
(a)
- (b) |
As
of the date hereof, COLIF beneficially owns the Common Shares noted on COLIF’s cover page hereto. Mr. Woodruff
disclaims beneficial ownership of the Common Shares owned by COLIF. |
|
|
(c) |
The
Reporting Persons have not entered into any transactions in the Common Stock during the last 60 days. |
|
|
(d) |
No
other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from
the sale of, shares beneficially owned by any of the Reporting Persons. |
|
|
(e) |
The
Reporting Persons ceased to be the beneficial owners of more than 5% of the Common Stock of the Issuer as of September 14,
2020 (calculated based on 28,558,188 shares of Common Stock outstanding as of September 14, 2020, as reported in the Definitive
Proxy Statement on Schedule 14A filed by the Issuer on October 1, 2020). |
| Item
7. | Material
to Be Filed as Exhibits |
The
following documents are filed as exhibits:
Signature
After
reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Dated:
August 1, 2024
CHAIN
OF LAKES INVESTMENT FUND, LLC
By: | /s/
Christopher B. Woodruff |
|
Name: | Christopher
B. Woodruff |
|
Title: | President |
|
/s/
Christopher B. Woodruff |
|
Christopher
B. Woodruff |
|
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