Statement of Ownership (sc 13g)
December 01 2020 - 2:30PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of
1934
(Amendment No. )*
Nuvera Communications, Inc.
(Name of Issuer)
Common Stock, $1.66 par value
(Title of Class of Securities)
67075V100
(CUSIP Number)
November 24, 2020
(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)
[X]
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).
Persons who respond to the collection
of information contained in this form are not required to respond unless the
form displays a currently valid OMB control number.
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1
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NAMES OF REPORTING
PERSONS:
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Minerva Advisors
LLC
Minerva Group, LP
Minerva GP, LP
Minerva GP, Inc.
David
P. Cohen
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2
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CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
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(a)
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(b) [
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3
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SEC
USE ONLY:
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4
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CITIZENSHIP OR PLACE
OF ORGANIZATION:
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Minerva Advisors LLC -
Delaware
Minerva Group, LP - Delaware
Minerva GP, LP - Delaware
Minerva GP, Inc. - Pennsylvania
David P. Cohen - U.S. Citizen
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
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5
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SOLE VOTING
POWER:
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Minerva Advisors LLC* - 180,850
Minerva Group, LP - 180,850
Minerva GP, LP* - 180,850
Minerva GP, Inc.* - 180,850
David P.
Cohen* - 180,850
*Each of these reporting persons is deemed a beneficial owner of the
180,850 shares of the Issuer held by Minerva Group, LP.
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6
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SHARED VOTING
POWER:
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Minerva Advisors LLC - 82,104
David P. Cohen** - 82,104
**David P. Cohen is deemed a beneficial owner of the 82,104 shares of
the Issuer beneficially owned by Minerva Advisors LLC.
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SOLE DISPOSITIVE
POWER:
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Minerva Advisors LLC* - 180,850
Minerva Group, LP - 180,850
Minerva GP, LP* - 180,850
Minerva GP, Inc.* - 180,850
David P.
Cohen* - 180,850
*Each of these reporting persons is deemed a beneficial owner of the
180,850 shares of the Issuer held by Minerva Group, LP.
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SHARED DISPOSITIVE
POWER:
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Minerva Advisors LLC - 82,104
David P. Cohen** - 82,104
**David P. Cohen is deemed a beneficial owner of the 82,104 shares of
the Issuer beneficially owned by Minerva Advisors LLC.
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9
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AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON:
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Minerva Advisors LLC* -
262,954
Minerva Group, LP - 180,850
Minerva GP, LP* - 180,850
Minerva GP, Inc.* - 180,850
David P. Cohen* - 262,954
*Each of these reporting persons is deemed a beneficial owner of the
180,850 shares of the Issuer held by Minerva Group, LP. David P.
Cohen is also deemed a beneficial owner of the 262,954 shares
of the Issuer beneficially owned by Minerva Advisors LLC.
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10
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CHECK IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS):
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[ ]
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11
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9):
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Minerva Advisors LLC* - 5.1%
Minerva Group, LP - 3.5%
Minerva
GP, LP* - 3.5%
Minerva GP, Inc.* - 3.5%
David P. Cohen* - 5.1%
*Each of these reporting persons is deemed a beneficial owner of the
3.5% of the shares of the Issuer held by Minerva Group, LP. David P.
Cohen is also deemed a beneficial owner of the 5.1% of the
shares of the Issuer beneficially owned by Minerva Advisors LLC.
Based on a total of 5,199,101 shares of the Issuer's Common Shares
outstanding as of November 9, 2020, as reported in the Issuer's Quarterly
Report on Form 10-Q for the period ended September 30, 2020.
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12
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TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS):
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Minerva Advisors LLC - IA
Minerva Group, LP - PN
Minerva GP, LP - PN
Minerva GP, Inc. -
CO
David P. Cohen - IN
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SCHEDULE
13G
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Item 1(a)
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Name of Issuer.
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Nuvera Communications, Inc.
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Item 1(b)
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Address of Issuer's Principal Executive
Offices.
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27 North Minnesota Street
New Ulm, Minnesota 56073
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Item 2(a)
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Name of Person Filing.
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Minerva Advisors LLC
Minerva Group, LP
Minerva GP, LP
Minerva GP, Inc.
David P. Cohen
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Item 2(b)
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Address of Principal Business Office or, if none,
Residence.
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50 Monument Road, Suite 201
Bala Cynwyd, PA 19004
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Item 2(c)
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Citizenship.
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David P. Cohen is a U.S. Citizen.
Minerva
Advisors LLC, Minerva Group, LP, and Minerva GP, LP are organized under
Delaware law.
Minerva GP, Inc. is organized under Pennsylvania law.
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Item 2(d)
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Title of Class of Securities.
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Common Stock, par value $1.66
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Item 2(e)
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CUSIP Number.
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67075V100
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Item 3
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This statement is not filed
pursuant to Rules 13d-1(b), 13d-2(b) or 13d-2(c).
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Item 4
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Ownership.
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(a)
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Amount
beneficially owned:
Minerva Advisors LLC* -
262,954
Minerva Group, LP - 180,850
Minerva GP, LP* - 180,850
Minerva GP, Inc.* - 180,850
David P. Cohen* - 262,954
*Each of these reporting persons is deemed a beneficial owner of the
180,850 shares of the Issuer held by Minerva Group, LP. David P.
Cohen is also deemed a beneficial owner of the 262,954 shares
of the Issuer beneficially owned by Minerva Advisors LLC.
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(b)
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Percent of Class:
Minerva Advisors LLC* - 5.1%
Minerva Group, LP - 3.5%
Minerva
GP, LP* - 3.5%
Minerva GP, Inc.* - 3.5%
David P. Cohen* - 5.1%
*Each of these reporting persons is deemed a beneficial owner of the
3.5% of the shares of the Issuer held by Minerva Group, LP. David P.
Cohen is also deemed a beneficial owner of the 5.1% of the
shares of the Issuer beneficially owned by Minerva Advisors LLC.
Based on a total of 5,199,101 shares of the Issuer's Common Shares
outstanding as of November 9, 2020, as reported in the Issuer's Quarterly
Report on Form 10-Q for the period ended September 30, 2020.
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(c)
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Number of Shares as to which the person
has:
(i) Sole power to vote or to direct the vote:
Minerva Advisors LLC* - 180,850
Minerva Group, LP - 180,850
Minerva GP, LP* - 180,850
Minerva GP, Inc.* - 180,850
David P.
Cohen* - 180,850
*Each of these reporting persons is deemed a beneficial owner of the
180,850 shares of the Issuer held by Minerva Group, LP.
(ii) Shared power to vote or to direct the vote:
Minerva Advisors LLC - 82,104
David P. Cohen** - 82,104
**David P. Cohen is deemed a beneficial owner of the 82,104 shares of
the Issuer beneficially owned by Minerva Advisors LLC.
(iii) Sole power to dispose or to direct the disposition of:
Minerva Advisors LLC* - 180,850
Minerva Group, LP - 180,850
Minerva GP, LP* - 180,850
Minerva GP, Inc.* - 180,850
David P.
Cohen* - 180,850
*Each of these reporting persons is deemed a beneficial owner of the
180,850 shares of the Issuer held by Minerva Group, LP.
(iv) Shared power to dispose or to direct the disposition of:
Minerva Advisors LLC - 82,104
David P. Cohen** - 82,104
**David P. Cohen is deemed a beneficial owner of the 82,104 shares of
the Issuer beneficially owned by Minerva Advisors LLC.
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Item 5
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Ownership of Five Percent or Less
of a Class.
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Not applicable.
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Item 6
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Ownership of More Than Five Percent
on Behalf of Another Person.
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Not applicable.
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Item 7
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Identification and Classification
of the Subsidiary Which Acquired the Security Being Reported On By the
Parent Holding Company or Control Person.
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Not applicable.
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Item 8
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Identification and Classification
of Members of the Group.
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Not applicable.
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Item 9
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Notice of Dissolution of
Group.
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Not applicable.
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Item 10
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Certification.
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By signing below I certify that, to
the best of my knowledge and belief, the securities referred to above 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.
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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.
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MINERVA ADVISORS LLC
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Date: December 1, 2020
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By:
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David P. Cohen, President
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By:
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/s/ Beth N. Lowson
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Name: Beth N. Lowson
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Title: Attorney-In-Fact
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The Nelson Law Firm, LLC
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445 Hamilton Avenue
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Suite 1102
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White Plains, NY 10601
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MINERVA GROUP, LP
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Date: December 1, 2020
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By:
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MINERVA GP, LP, its General Partner
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By:
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MINERVA GP, INC., its General Partner
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By:
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David P. Cohen, President
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By:
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/s/ Beth N. Lowson
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Name: Beth N. Lowson
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Title: Attorney-In-Fact
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The Nelson Law Firm, LLC
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445 Hamilton Avenue
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Suite 1102
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White Plains, NY 10601
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MINERVA GP, LP
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Date: December 1, 2020
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By:
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MINERVA GP, INC., its General Partner
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By:
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David P. Cohen, President
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By:
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/s/ Beth N. Lowson
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Name: Beth N. Lowson
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Title: Attorney-In-Fact
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The Nelson Law Firm, LLC
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445 Hamilton Avenue
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Suite 1102
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White Plains, NY 10601
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MINERVA GP, INC.
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Date: December 1, 2020
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By:
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David P. Cohen
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By:
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/s/ Beth N. Lowson
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Name: Beth N. Lowson
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Title: Attorney-In-Fact
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The Nelson Law Firm, LLC
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445 Hamilton Avenue
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Suite 1102
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White Plains, NY 10601
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DAVID P. COHEN
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Date: December 1, 2020
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By:
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/s/ Beth N. Lowson
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Name: Beth N. Lowson
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Title: Attorney-In-Fact
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The Nelson Law Firm, LLC
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445 Hamilton Avenue
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Suite 1102
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White Plains, NY 10601
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POWER OF
ATTORNEY
The undersigned does
hereby constitute and appoint Stephen J. Nelson, Mary Anne Mayo, and Beth N. Lowson, each of The Nelson Law Firm, LLC, One North
Broadway, Suite 712, White Plains, NY 10601, signing singly, with full power of
substitution, as the true and lawful attorney of the undersigned, and authorizes
and designates each of them to sign on behalf of the undersigned, and to file
filings and any amendments thereto made by or on behalf of the undersigned in
respect of the beneficial ownership of equity securities held by the
undersigned, directly, indirectly or beneficially, pursuant to Sections 13(d),
13(f), 13(g) and 16 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and the rules and regulations thereunder. The undersigned
acknowledges that the foregoing attorneys-in-fact, in serving in such capacity
at the request of the undersigned, are not assuming any of the undersigned's
responsibilities to comply with Sections 13(d), 13(f), 13(g) or 16 of the
Exchange Act.
This Power of Attorney
shall remain in full force and effect until withdrawn by the undersigned in a
signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the
undersigned has caused this Power of Attorney to be executed as of this 5th day
of February, 2016.
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By:
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/s/ David P. Cohen
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David P. Cohen
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