SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Amendment No. 2)
Under the Securities Exchange Act of 1934
Dynasil Corporation of America
(Name of Issuer)
Common Stock, $0.0005 par value
(Title of Class of Securities)
Steven Entine, Co-Trustee
Gerald Entine 1988 Family Trust
6747 Diversity Road
Middleton WI 53562
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
with a copy to:
Ruth Nelson Co-Trustee
48 Hardy Avenue
Watertown MA 02472
December 18, 2018
(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 Rule 13d-1(e), Rule 13d-1(f) or Rule 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 Rule 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 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).
(Continued on following pages)
1 NAMES OF REPORTING PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
3 SEC USE ONLY
4 SOURCE OF FUNDS (see instructions)
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
|7||SOLE VOTING POWER||1,396,325(1)|
|8||SHARED VOTING POWER||1,396,325(1)|
|9||SOLE DISPOSITIVE POWER||1,396,325(1)|
||10||SHARED DISPOSITIVE POWER||1,396,325(1)|
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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)
14 TYPE OF REPORTING PERSON (see instructions)
(1) Consists of 1,396,325 shares of Common Stock.
(2) All percentage calculations set forth herein assume that there are 17,381,643 shares of Common Stock outstanding, based on information provided by Dynasil Corporation of America.
Item 1. Security and Issuer.
The class of equity securities to which this Schedule 13D relates is the common stock, par value $0.0005 per share (the "Common Stock"), of Dynasil Corporation of America, a Delaware corporation ("Dynasil").
The address of the principal executive offices of Dynasil is 313 Washington Street, Suite 403, Newton, Massachusetts 02458.
Item 2. Identity and Background.
Item 3. Source and Amount of Funds or Other Consideration.
Ruth Nelson, Co-Trustee of the Gerald Entine 1988 Family Trust, delegated authority to her Co-Trustee, Steven Entine, to sell 1,450,000 shares of Dynasil Common Stock on December 14, 2018. The Reporting Person then sold 1,450,000 shares of Dynasil common stock. Following this sale, the Gerald Entine 1988 Family Trust continues to hold 1,396,325 shares of Dynasil common stock, or approximately 8.03% of Dynasil's shares outstanding.
Item 4. Purpose of Transaction.
On December 18, 2018, the Reporting Person sold 1,450,000 shares of Dynasil common stock. Following this sale, the Gerald Entine 1988 Family Trust continues to hold 1,396,325 shares of Dynasil common stock, or approximately 8.03% of Dynasil's shares outstanding.
On March 20, 2015, Dr. Gerald Entine and the Gerald Entine 1988 Family Trust donated an aggregate of 588,000 shares of Dynasil common stock to educational institutions in the Boston area. Following these donations, Dr. Entine's family trust continues to hold 2,846,325 shares of Dynasil common stock, or approximately 17.33% of Dynasil's shares outstanding.
On February 27, 2012, the Dr. Gerald Entine and the Gerald Entine 1988 Family Trust and certain trusts of which the beneficiaries were his family members for whom he acted, exercised a put right to require the repurchase of a total of 928,773 shares of Dynasil common stock held by the Reporting Person and his family members for an aggregate purchase price of $1,857,546. This put right originated from Dynasil's acquisition of RMD in July 2008 and is set forth in the Asset Purchase Agreement dated July 1, 2008 by and among Dynasil, RMD Instruments Corp., RMD Instruments, LLC and Gerald Entine 1988 Family Trust and the other parties named therein. According to the terms of the put right, to the extent that Dynasil did not pay cash for these shares, Dynasil had issue to the Reporting Person a promissory note in payment of the remaining purchase price not paid in cash.
Dynasil determined to pay the entire aggregate purchase price by issuing to the Reporting Person and his family members three separate promissory notes in the aggregate principal amount of $1,857,546 in accordance with put right. The closing of the transaction occurred on June 7, 2012 and was reported by Dynasil on Form 8-K on June 8, 2012.
Item 5. Interest in Securities of the Issuer.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
All contracts, arrangements, understandings and relationships relating to the Reporting Person with respect to the securities of Dynasil are described above in this Schedule 13D.
Item 7. Material to be Filed as Exhibits.
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.
Date: January 15, 2019
By: /s/ Steven Entine
Steven Entine, Co-Trustee of the Gerald
Entine 1988 Family Trust