Form SC 13G/A - Statement of acquisition of beneficial ownership by individuals: [Amend]
February 14 2024 - 11:45AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G/A
Under
the Securities Exchange Act of 1934
(Amendment
No. 5)*
Electromed,
Inc. |
(Name
of Issuer) |
|
Common
Stock, par value $0.01 per share |
(Title
of Class of Securities) |
|
|
285409
108 |
|
|
(CUSIP
Number) |
|
|
|
|
|
December
31, 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 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
13G
CUSIP
No. 285409 108 |
|
Page
2 of 8 |
1 |
Names
of reporting persons |
|
G
& J Winn Family LLLP |
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 |
|
USA |
Number
of shares
beneficially
owned
by
each
reporting
person
with:
|
5 |
Sole
voting power |
|
446,303 |
6 |
Shared
voting power |
|
0 |
7 |
Sole
dispositive power |
|
446,303 |
|
8 |
Shared
dispositive power |
|
|
|
0 |
9 |
Aggregate
amount beneficially owned by each reporting person |
|
446,303 |
10 |
Check
if the aggregate amount in Row (9) excludes certain shares (see instructions) |
☐ |
|
|
11 |
Percent
of class represented by amount in Row (9) |
|
5.2% |
12 |
Type
of reporting person (see instructions) |
|
PN |
|
|
|
|
|
SCHEDULE
13G
CUSIP
No. 285409 108 |
|
Page
3 of 8 |
1 |
Names
of reporting persons |
|
Dr.
George H. Winn |
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 |
|
USA |
Number
of shares
beneficially
owned
by
each
reporting
person
with:
|
5 |
Sole
voting power |
|
106,105 |
6 |
Shared
voting power |
|
446,303 |
7 |
Sole
dispositive power |
|
106,105 |
|
8 |
Shared
dispositive power |
|
|
|
446,303 |
9 |
Aggregate
amount beneficially owned by each reporting person |
|
552,408 |
10 |
Check
if the aggregate amount in Row (9) excludes certain shares (see instructions) |
☐ |
|
|
11 |
Percent
of class represented by amount in Row (9) |
|
6.4% |
12 |
Type
of reporting person (see instructions) |
|
IN |
|
|
|
|
|
SCHEDULE
13G
CUSIP
No. 285409 108 |
|
Page
4 of 8 |
1 |
Names
of reporting persons |
|
Joan
C. Winn |
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 |
|
USA |
Number
of shares
beneficially
owned
by
each
reporting
person
with:
|
5 |
Sole
voting power |
|
0 |
6 |
Shared
voting power |
|
446,303 |
7 |
Sole
dispositive power |
|
0 |
|
8 |
Shared
dispositive power |
|
|
|
446,303 |
9 |
Aggregate
amount beneficially owned by each reporting person |
|
446,303 |
10 |
Check
if the aggregate amount in Row (9) excludes certain shares (see instructions) |
☐ |
|
|
11 |
Percent
of class represented by amount in Row (9) |
|
5.2% |
12 |
Type
of reporting person (see instructions) |
|
IN |
|
|
|
|
|
Item
1(a) |
Name
of Issuer: |
|
|
|
Electromed,
Inc. |
|
|
Item
1(b) |
Address
of Issuer’s Principal Executive Offices: |
|
|
|
500
Sixth Avenue Northwest |
|
New
Prague, Minnesota 56071 |
|
|
Item
2(a) |
Name
of Person Filing: |
|
|
|
(i) |
G
& J Winn Family LLLP, a Minnesota limited liability limited partnership, with respect to the common stock held directly
by it. |
|
|
|
|
(ii) |
Dr.
George H. Winn, an individual, with respect to the common stock directly by him individually and with respect to the stock
held directly by the G & J Winn Family LLLP, a Minnesota limited liability limited partnership, of which he is a general
partner. |
|
|
|
|
(iii) |
Joan
C. Winn, an individual, with respect to the stock held directly by the G & J Winn Family LLLP, a Minnesota limited liability
limited partnership, of which she is a general partner. |
|
|
|
Item
2(b) |
Address
of Principal Business Office or, if None, Residence: |
|
|
|
The
principal business address of each reporting person is: |
|
|
|
27541
Country Hollows Lane |
|
New
Prague, Minnesota 56071 |
|
|
Item
2(c) |
Citizenship: |
|
|
|
USA |
|
|
Item
2(d) |
Title
of Class of Securities: |
|
|
|
Common
Stock, par value $0.01 per share, of Electromed, Inc. |
|
|
Item
2(e) |
CUSIP
Number: |
|
|
|
285409
108 |
|
|
Item
3 |
If
this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
|
|
|
(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 § 240.13d-1(b)(1)(ii)(E). |
|
(f) |
☐ |
An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F). |
|
(g) |
☐ |
A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G). |
|
(h) |
☐ |
A
savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. |
|
(i) |
☐ |
A
church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company
Act. |
|
(j) |
☐ |
A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). |
|
(k) |
☐ |
Group,
in accordance with § 240.13d-1(b)(1)(ii)(K). |
|
If
filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
Not applicable. |
|
|
Item
4 |
Ownership: |
|
|
|
See
Cover Page, Items 5 through 11. |
|
|
Item
5 |
Ownership
of Five Percent or Less of a Class: |
|
|
|
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: |
|
|
|
Not
applicable. |
EXHIBITS
Joint
Filing Agreement, dated February 14, 2024, by and among the G&J Winn Family LLLP, George H. Winn, and Joan C. Winn.
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.
Dated:
February 14, 2024 |
|
|
|
G
& J Winn Family LLLP |
|
|
|
|
|
|
By: |
/s/
George H. Winn |
|
|
|
|
|
George
H. Winn, General Partner |
|
|
|
|
|
|
|
|
|
By: |
/s/
Joan C. Winn |
|
|
|
|
Joan
C. Winn, General Partner |
|
|
|
|
|
|
|
/s/
George H. Winn |
|
|
George
H. Winn |
|
|
|
|
|
/s/
Joan C. Winn |
|
|
Joan
C. Winn |
|
|
|
|
|
|
|
|
Agreement
to Make Joint Filing Statement
The
undersigned hereby agree to file a joint Schedule 13G/A with respect to the interests of the undersigned in Electromed, Inc. and
that the Schedule 13G/A to which this Agreement is attached has been filed on behalf of each of the undersigned.
Dated:
February 14, 2024 |
|
|
|
G
& J Winn Family LLLP |
|
|
|
|
|
|
By: |
/s/
George H. Winn |
|
|
|
|
|
George
H. Winn, General Partner |
|
|
|
|
|
|
|
|
|
By: |
/s/
Joan C. Winn |
|
|
|
|
Joan
C. Winn, General Partner |
|
|
|
|
|
|
|
/s/
George H. Winn |
|
|
George
H. Winn |
|
|
|
|
|
/s/
Joan C. Winn |
|
|
Joan
C. Winn |
|
|
|
|
|
|
|
|
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