CUSIP NO. 45765Y105
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Page 1 of 12 Pages
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CUSIP NO. 45765Y105
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Page 2 of 12 Pages
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1
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NAME OF REPORTING PERSON
Air T, Inc.
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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) ☐
(b) S |
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Minnesota
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
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SOLE VOTING POWER
1,793,216
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER
1,793,216
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,793,216
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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S
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.15%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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CUSIP NO. 45765Y105
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Page 3 of 12 Pages
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1
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NAME OF REPORTING PERSON
Groveland Capital LLC
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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) ☐
(b) S |
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
422,000
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9
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SOLE DISPOSITIVE POWER
0
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|||
10
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SHARED DISPOSITIVE POWER
422,000
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
422,000
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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S
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.57%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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CUSIP NO. 45765Y105
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Page 4 of 12 Pages
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1
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NAME OF REPORTING PERSON
Groveland Hedged Credit Fund LLC
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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) ☐
(b) S |
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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S
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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CUSIP NO. 45765Y105
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Page 5 of 12 Pages
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1
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NAME OF REPORTING PERSON
Nicholas J. Swenson
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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) ☐
(b) S |
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
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SOLE VOTING POWER
12,168
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8
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SHARED VOTING POWER
422,000
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9
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SOLE DISPOSITIVE POWER
12,168
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10
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SHARED DISPOSITIVE POWER
422,000
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
434,168
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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S
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.67%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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CUSIP NO. 45765Y105
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Page 6 of 12 Pages
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Item 2. |
Identity and Background.
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· |
Groveland Capital LLC, a Delaware limited liability company.
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· |
Nicholas J. Swenson as the Managing Member of Groveland Capital LLC.
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CUSIP NO. 45765Y105
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Page 7 of 12 Pages
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Item 3. |
Source and Amount of Funds or Other Consideration.
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Item 4. |
Purpose of Transaction.
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· |
On February 16, 2017, Mr. Swenson sent a letter to the Issuer. The full text of the letter is attached as Exhibit 6 to Amendment No. 6 to the Schedule 13D, as filed on February 16, 2017.
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· |
On August 4, 2016, Mr. Swenson sent a letter to the Issuer. The full text of the letter is attached as Exhibit 5 to Amendment No. 5 to the Schedule 13D, as filed on August 5, 2016.
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CUSIP NO. 45765Y105
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Page 8 of 12 Pages
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· |
In connection with the Issuer’s 2015 annual meeting, the Issuer and the Reporting Persons had previously entered into a Standstill Agreement filed as Exhibit 3 to Amendment No. 1 to the Schedule 13D, as filed on November 12, 2014 (the “Agreement”), which has been superseded by a new Standstill Agreement.
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On December 5, 2015, the Reporting Persons entered into a new standstill agreement (the “Agreement”) with the Company and Sardar Biglari, Philip L. Cooley, The Lion Fund II, L.P. (“Lion Fund”) and Biglari Capital Corp. (“BCC” and, collectively with Biglari, Cooley and Lion Fund, the “Biglari Group”). The Agreement supersedes the previously announced standstill agreement between the Company and the Reporting Persons (sometimes referred to herein as the Air T Group) dated as of November 8, 2014, as amended April 29, 2015.
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CUSIP NO. 45765Y105
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Page 9 of 12 Pages
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Item 5. |
Interests in Securities of the Issuer.
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Name
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Shares of Common Stock Beneficially Owned
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Percentage of Shares of Common Stock Beneficially Owned
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Air-T(1)
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1,793,216
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15.15%
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Groveland Capital (2)
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422,000
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3.57%
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Nicholas J. Swenson (3)
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434,168
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3.67%
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CUSIP NO. 45765Y105
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Page 10 of 12 Pages
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(1) |
Air T has sole voting and dispositive power with regard to the shares of Common Stock that it holds. Mr. Swenson serves on the Board of Directors of Air T and is the Chief Executive Officer of Air T.
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(2) |
Groveland Capital is an investment adviser and has voting and dispositive power with regard to the shares of Common Stock. Because Mr. Swenson is the Managing Member of Groveland Capital, he has the power to direct the affairs of Groveland Capital. Therefore, Groveland Capital may be deemed to share with Mr. Swenson voting and dispositive power with regard to the shares of Common Stock held by Groveland Capital.
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(3) |
Because Mr. Swenson is the Managing Member of Groveland Capital, he is deemed to share voting and dispositive power with respect to the shares of Common Stock held by the Groveland Capital.
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Name
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Trade Date
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Number of Shares Purchased
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Price Per Share
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Where and How Transaction was Effected
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Air-T
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6/21/2017
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432
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$0.9648
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Open Market Purchase
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Air-T
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6/22/2017
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2
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$1.4600
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Open Market Purchase
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Air-T
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6/30/2017
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49
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$0.9804
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Open Market Purchase
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Air-T
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7/7/2017
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1,203
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$1.0350
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Open Market Purchase
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Air-T
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7/10/2017
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23
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$1.0635
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Open Market Purchase
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Air-T
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7/11/2017
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3,500
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$1.0250
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Open Market Purchase
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Air-T
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7/12/2017
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21,596
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$1.0250
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Open Market Purchase
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Air-T
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7/14/2017
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7,000
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$1.0250
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Open Market Purchase
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Air-T
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7/17/2017
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3,682
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$1.0250
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Open Market Purchase
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Air-T
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7/18/2017
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8
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$1.1450
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Open Market Purchase
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Air-T
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7/19/2017
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6,722
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$1.0250
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Open Market Purchase
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Air-T
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7/20/2017
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104
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$1.0296
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Open Market Purchase
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Air-T
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7/21/2017
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400
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$1.0250
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Open Market Purchase
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Air-T
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7/28/2017
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200
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$1.0250
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Open Market Purchase
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Air-T
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7/31/2017
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5,078
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$1.0250
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Open Market Purchase
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Air-T
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8/2/2017
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987
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$1.0050
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Open Market Purchase
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Air-T
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8/3/2017
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154
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$1.0065
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Open Market Purchase
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Air-T
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8/4/2017
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500
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$1.0050
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Open Market Purchase
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Air-T
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8/15/2017
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48,659
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$1.0049
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Open Market Purchase
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Air-T
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8/16/2017
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101
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$0.9800
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Open Market Purchase
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Air-T
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8/18/2017
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212
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0.9849
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Open Market Purchase
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Air-T
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8/21/2017
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6,804
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0.9849
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Open Market Purchase
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Air-T
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8/22/2017
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696
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0.9849
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Open Market Purchase
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CUSIP NO. 45765Y105
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Page 11 of 12 Pages
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Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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Exhibit No.
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Description
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1
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Joint Filing Agreement.*
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2
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Information Regarding Air T Executive Officers and Directors.*
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3
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Standstill Agreement dated as of November 8, 2014.*
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4
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Standstill Agreement dated as of December 5, 2015.*
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5
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Letter dated as of August 4, 2016.*
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6
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Letter dated as of February 16, 2017.*
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* Previously filed
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CUSIP NO. 45765Y105
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Page 12 of 12 Pages
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AIR-T, INC.
By: /s/ Nicholas J. Swenson
Nicholas J. Swenson
Chief Executive Officer
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GROVELAND CAPITAL LLC
By: /s/ Nicholas J. Swenson
Nicholas J. Swenson
Managing Member
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GROVELAND HEDGED CREDIT FUND LLC
By: /s/ Nicholas J. Swenson
Nicholas J. Swenson
Managing Member
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/s/ Nicholas J. Swenson
Nicholas J. Swenson
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