Amended Statement of Beneficial Ownership (sc 13d/a)
May 18 2023 - 6:02AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
Under
the Securities Exchange Act of 1934
(Amendment
No. 3)*
Acorn
Energy, Inc.
(Name
of Issuer)
Common
Stock
(Title
of Class of Securities)
004848107
(CUSIP
Number)
Jan
H. Loeb, c/o Acorn Energy, Inc., 1000 N West St., Suite 1200, Wilmington DE 19801
(302)
656-1708
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
May
15, 2023
(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
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).
CUSIP
No. 004848107 |
|
13D |
|
Page
2 of 4 Pages |
1. |
|
NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Jan
H. Loeb |
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)
PF
OO |
5. |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e) ☐ |
6. |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA |
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7. |
|
SOLE
VOTING POWER
8,358,465
(1) |
|
8. |
|
SHARED
VOTING POWER
0 |
|
9. |
|
SOLE
DISPOSITIVE POWER
8,358,465
(1) |
|
10. |
|
SHARED
DISPOSITIVE POWER
0 |
11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,358,465
(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)
20.92% |
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
IN |
(1)
Consists of 3,785,198 shares held by Mr. Loeb directly, 4,372,017 shares held by Leap Tide Capital Acorn LLC, and 201,250 shares underlying
currently exercisable options held by Mr.Loeb. Mr. Loeb is the sole manager of Leap Tide Capital Acorn LLC, with sole voting and dispositive
power over the securities held by such entity. Mr. Loeb disclaims beneficial ownership of the securities held by Leap Tide Capital Acorn
LLC except to the extent of his pecuniary interest therein.
CUSIP
No. 004848107 |
|
13D |
|
Page
3 of 4 Pages |
Item
1. Security and Issuer.
This
Amendment No.3 amends and supplements the statement on Schedule 13D filed on December 27, 2018 (the “Original Schedule
13D”), as amended and supplemented by Amendment No.1 to the Original Schedule 13D filed on July 2, 2019, and Amendment No.2 to
the Original Schedule 13D filed on December 9, 2020, by Jan H. Loeb relating to his beneficial ownership of shares of Common Stock,
par value $.01, of Acorn Energy, Inc., whose principal executive offices are located at 1000 N West St., Suite 1200, Wilmington,
Delaware 19801. Except as specifically provided herein, this Amendment No.3 does not modify any of the information previously
reported in the Original Schedule 13D as amended and supplemented by Amendment No.1 and Amendment No.2 thereto.
Item
3. Source or Amount of Funds or Other Consideration.
On
December 8, 2020, Mr. Loeb purchased 164,501 shares from a former Director of Acorn Energy, Inc., in a private transaction with
Mr. Loeb’s personal funds at a price of $0.30 per share. On March 2, 2023, Mr. Loeb purchased 35,000 shares via exercise of warrants, paying the exercise price of $0.13 per
share with Mr. Loeb’s personal funds. Other than those shares and the shares purchased in the Acorn Energy,
Inc. Rights Offering and pursuant to the related Rights Offering Backstop Agreement, as described below, the shares reported as
beneficially owned were acquired over time in multiple open-market transactions, each at the respective market price per share
at the time the purchases were made, and were purchased with Mr. Loeb’s personal funds. The exercisable options were awarded at various times to Mr. Loeb by Acorn Energy, Inc., as compensation for his service as the company’s President
and CEO. Mr. Loeb purchased 461,589 shares in the Acorn Energy, Inc. Rights Offering in June 2019 at the subscription price of
$0.24 per share with his personal funds and, pursuant to the related Rights Offering Backstop Agreement, PENSCO Trust Company
Custodian FBO JAN LOEB IRA acquired 1,366,666 shares at $0.24 per share with Loeb’s personal funds, and Leap Tide Capital
Acorn LLC, of which Mr. Loeb is the sole manager, acquired 4,042,396 shares at $0.24 per share with capital contributions of the
members of the LLC.
Item
5. Interest in Securities of the Issuer.
Mr.
Loeb beneficially owns, and has sole voting and dispositive power with respect to, 8,358,465 shares, representing 20.92% of the
total shares outstanding, of Common Stock of Acorn Energy, Inc. Mr. Loeb’s beneficial holdings include 3,785,198 issued
and outstanding shares held by him directly, 4,372,017
shares held by Leap Tide Capital Acorn LLC, and 201,250 shares underlying currently exercisable options held by Mr. Loeb. Mr. Loeb is the sole manager of Leap Tide Capital
Acorn LLC, with sole voting and dispositive power over the securities held by such entity.
Mr. Loeb disclaims beneficial ownership of the securities held by Leap Tide Capital Acorn LLC except to the extent of his pecuniary interest therein.
Transactions
affecting Mr. Loeb’s beneficial ownership of Acorn Energy, Inc., Common Stock during the past 60 days are as follows:
| 1. | On
March 22, 2023, Mr. Loeb purchased 125,000 shares in an open-market transaction, at the then-market
price of $0.30 per share. |
| | |
| 2. | On
May 15, 2023, Mr. Loeb purchased 45,600 shares in an open-market transaction, at the then-market
price of $0.28 per share. |
No
other person has the right to receive, or the power to direct the receipt of, dividends from, or the proceeds of the sale of,
any of the Common Stock of Acorn Energy, Inc., beneficially owned by Mr. Loeb.
CUSIP
No. 004848107 |
|
13D |
|
Page
4 of 4 Pages |
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.
|
/s/
Jan H. Loeb |
|
Jan
H. Loeb |
|
May 17, 2023 |
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