SEC Form 4 · accession 0000899243-18-031864
WIRELESS TELECOM GROUP INC · WTT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Horton Capital Partners Fund, L.P.
10% Owner
Horton Capital Partners, LLC
10% Owner
Horton Capital Management, LLC
10% Owner
Joseph M. Manko Jr.
10% Owner
Period of report
Dec 24, 2018
Accepted (ET)
Dec 27, 2018 · 5:42 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000878828
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3 | Dec 24, 2018 | P | 2,500 | $1.46 | A | 2,094,453 | I | By Horton Capital Partners Fund, LP |
| Common StockF1,F2,F3 | Dec 26, 2018 | P | 3,998 | $1.65 | A | 2,098,451 | I | By Horton Capital Partners Fund, LP |
| Common StockF1,F2,F3 | Dec 27, 2018 | P | 14,981 | $1.68 | A | 2,113,432 | I | By Horton Capital Partners Fund, LP |
| Common StockF2,F3 | holding | — | — | — | 20,000 | I | By Horton Capital Management, LLC |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The price reported in Column 4 is a weighted average price. The shares of common stock were purchased in multiple transactions at prices ranging from: (i) $1.45-$1.46 on December 24, 2018, (ii) $1.64-$1.65 on December 26, 2018, and (iii) $1.64-$1.71 on December 27, 2018. The reporting person undertakes to provide to the issuer, any holder of the issuer's common stock, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote (2) to this Form 4.
- F2This Form 4 is filed jointly by Horton Capital Management, LLC, a Delaware limited liability company ("HCM"), Horton Capital Partners LLC, a Delaware limited liability company ("HCP"), Horton Capital Partners Fund, LP, a Delaware limited partnership ("HCPF"), and Joseph M. Manko, Jr. HCM maintains investment and voting power with respect to shares of Common Stock of the Company held by HCPF. However, despite the delegation of investment and voting power to HCM, HCP may be deemed to be the beneficial owner of such securities under Rule 13d-3 of the Securities Exchange Act of 1934, as amended, because HCP has the right to acquire investment and voting power through termination of investment management agreements with HCM. HCM also acts as an investment adviser to certain managed accounts.
- F3(Continued from Footnote 2) Under investment management agreements with managed account clients, HCM also has investment and voting power with respect to 20,000 shares of Common Stock of the issuer held in such managed accounts. HCP is the general partner of HCPF. Mr. Manko is the managing member of both HCM and HCP.
Remarks
The filing of this statement shall not be construed as an admission (a) that the person filing this statement is, for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the beneficial owner of any equity securities covered by this statement, or (b) that this statement is legally required to be filed by such person.