Form 3 Harbert Fund Advisors, Inc.

Initial statement of beneficial ownership of securities

Published: 2019-06-14 14:56:41
Submitted: 2019-06-14
Period Ending In: 2019-06-13
ownership.html


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SEC FORM 3

SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
Harbert Discovery Fund, LP

(Last) (First) (Middle)
2100 THIRD AVENUE NORTH, SUITE 600

(Street)
BIRMINGHAM AL 35203

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
06/13/2019
3. Issuer Name and Ticker or Trading Symbol
PERCEPTRON INC/MI [ PRCP ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, $0.01 par value 987,091 D(1)
Common Stock, $0.01 par value 6,802 D(2)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Director Stock Option (Right to Buy) 09/01/2016 09/01/2026 Common Stock, $0.01 par value 8,000 6.46 D(3)
1. Name and Address of Reporting Person*
Harbert Discovery Fund, LP

(Last) (First) (Middle)
2100 THIRD AVENUE NORTH, SUITE 600

(Street)
BIRMINGHAM AL 35203

(City) (State) (Zip)
1. Name and Address of Reporting Person*
HARBERT DISCOVERY FUND GP, LLC

(Last) (First) (Middle)
2100 THIRD AVENUE NORTH, SUITE 600

(Street)
BIRMINGHAM AL 35203

(City) (State) (Zip)
1. Name and Address of Reporting Person*
HARBERT FUND ADVISORS, INC.

(Last) (First) (Middle)
2100 THIRD AVENUE NORTH, SUITE 600

(Street)
BIRMINGHAM AL 35203

(City) (State) (Zip)
1. Name and Address of Reporting Person*
HARBERT MANAGEMENT CORP

(Last) (First) (Middle)
2100 THIRD AVENUE NORTH, SUITE 600

(Street)
BIRMINGHAM AL 35203

(City) (State) (Zip)
1. Name and Address of Reporting Person*
LUCAS KENAN

(Last) (First) (Middle)
2100 THIRD AVENUE NORTH, SUITE 600

(Street)
BIRMINGHAM AL 35203

(City) (State) (Zip)
1. Name and Address of Reporting Person*
HARBERT RAYMOND J

(Last) (First) (Middle)
2100 THIRD AVENUE NORTH
SUITE 600

(Street)
BIRMINGHAM AL 35203

(City) (State) (Zip)
Explanation of Responses:
1. The securities are held in the account of Harbert Discovery Fund, LP (the "Fund") and may be deemed to be beneficially owned by (i) Harbert Discovery Fund GP, LLC (the "Fund GP"), the general partner of the Fund, (ii) Harbert Fund Advisors, Inc., the investment adviser to the Fund, (iii) Harbert Management Corporation ("HMC"), the managing member of the Fund GP, (iv) Jack Bryant, a Senior Advisor of the Fund, and a Vice President and Senior Managing Director of HMC, (v) Kenan Lucas, the Managing Director and Portfolio Manager of the Fund GP and (v) Raymond Harbert, the controlling shareholder, Chairman and Chief Executive Officer of HMC. Each Reporting Person disclaims beneficial ownership in the securities reported on this Form 3 except to the extent of its or his pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
2. Jack Bryant received 6,802 shares of Common Stock (the "Reported Shares") in lieu of a portion of his annual Board Compensation pursuant to the Directors Stock Purchase Rights under the 2004 Stock Incentive Plan, an exempt plan. The Reported Shares were assigned to HFA, and are held in an affiliated brokerage account for the benefit of the Fund.
3. On September 1, 2016 Jack Bryant was granted an option to purchase 8,000 shares of common stock of the issuer under the issuer's First Amended and Restated 2004 Stock Incentive Plan. The options have a three-year vesting schedule whereby one-third of the options vested and became exercisable on or after September 1, 2017, one-third of the options vested and became exercisable on or after September 1, 2018, and the final one-third of the options will vest and become exercisable on or after September 1, 2019, subject to accelerated vesting upon the occurrence of certain changes in control of the issuer.
Remarks:
Each Reporting Person disclaims beneficial ownership in the securities reported on this Form 3 except to the extent of its or his pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
Harbert Discovery Fund, LP, By: Harbert Discovery Fund GP, LLC, its General Partner, By: Harbert Management Corporation, its Managing Member, By: /s/ John McCullough, Executive Vice President and General Counsel 06/14/2019
Harbert Discovery Fund GP, LLC, By: Harbert Management Corporation, its Managing Member, By: /s/ John McCullough, Executive Vice President and General Counsel 06/14/2019
Harbert Fund Advisors, Inc., By: /s/ John McCullough, Executive Vice President and General Counsel 06/14/2019
Harbert Management Corporation, By: /s/ John McCullough, Executive Vice President and General Counsel 06/14/2019
/s/ Kenan Lucas 06/14/2019
/s/ Raymond Harbert 06/14/2019
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.
ownership.xml
Schema Version:
X0206
Document Type:
3
Period Of Report:
2019-06-13
No Securities Owned:
0

Issuer

Issuer Cik
0000887226
Issuer Name
PERCEPTRON INC/MI
Issuer Trading Symbol
PRCP

Reporting Owner

Reporting Owner Id

Rpt Owner Cik
0001626127
Rpt Owner Name
Harbert Discovery Fund, LP

Reporting Owner Address

Rpt Owner Street1
2100 THIRD AVENUE NORTH, SUITE 600
Rpt Owner City
BIRMINGHAM
Rpt Owner State
AL
Rpt Owner Zip Code
35203

Reporting Owner Relationship

Is Director
0
Is Officer
0
Is Ten Percent Owner
1
Is Other
0

Reporting Owner Id

Rpt Owner Cik
0001642538
Rpt Owner Name
HARBERT DISCOVERY FUND GP, LLC

Reporting Owner Address

Rpt Owner Street1
2100 THIRD AVENUE NORTH, SUITE 600
Rpt Owner City
BIRMINGHAM
Rpt Owner State
AL
Rpt Owner Zip Code
35203

Reporting Owner Relationship

Is Director
0
Is Officer
0
Is Ten Percent Owner
1
Is Other
0

Reporting Owner Id

Rpt Owner Cik
0001616659
Rpt Owner Name
HARBERT FUND ADVISORS, INC.

Reporting Owner Address

Rpt Owner Street1
2100 THIRD AVENUE NORTH, SUITE 600
Rpt Owner City
BIRMINGHAM
Rpt Owner State
AL
Rpt Owner Zip Code
35203

Reporting Owner Relationship

Is Director
0
Is Officer
0
Is Ten Percent Owner
1
Is Other
0

Reporting Owner Id

Rpt Owner Cik
0001259933
Rpt Owner Name
HARBERT MANAGEMENT CORP

Reporting Owner Address

Rpt Owner Street1
2100 THIRD AVENUE NORTH, SUITE 600
Rpt Owner City
BIRMINGHAM
Rpt Owner State
AL
Rpt Owner Zip Code
35203

Reporting Owner Relationship

Is Director
0
Is Officer
0
Is Ten Percent Owner
1
Is Other
0

Reporting Owner Id

Rpt Owner Cik
0001642389
Rpt Owner Name
LUCAS KENAN

Reporting Owner Address

Rpt Owner Street1
2100 THIRD AVENUE NORTH, SUITE 600
Rpt Owner City
BIRMINGHAM
Rpt Owner State
AL
Rpt Owner Zip Code
35203

Reporting Owner Relationship

Is Director
0
Is Officer
0
Is Ten Percent Owner
1
Is Other
0

Reporting Owner Id

Rpt Owner Cik
0001233571
Rpt Owner Name
HARBERT RAYMOND J

Reporting Owner Address

Rpt Owner Street1
2100 THIRD AVENUE NORTH
Rpt Owner Street2
SUITE 600
Rpt Owner City
BIRMINGHAM
Rpt Owner State
AL
Rpt Owner Zip Code
35203

Reporting Owner Relationship

Is Director
0
Is Officer
0
Is Ten Percent Owner
1
Is Other
0

Non Derivative Holding

Security Title
Common Stock, $0.01 par value
Shares Owned Following Transaction
987091

Direct Or Indirect Ownership

Value
D
@attributes Id
F1
Security Title
Common Stock, $0.01 par value
Shares Owned Following Transaction
6802

Direct Or Indirect Ownership

Value
D
@attributes Id
F2

Derivative Holding

Security Title
Director Stock Option (Right to Buy)
Conversion Or Exercise Price
6.46
Exercise Date
2016-09-01
Expiration Date
2026-09-01

Underlying Security

Underlying Security Title
Common Stock, $0.01 par value
Underlying Security Shares
8000

Direct Or Indirect Ownership

Value
D
@attributes Id
F3

Footnote

0
The securities are held in the account of Harbert Discovery Fund, LP (the "Fund") and may be deemed to be beneficially owned by (i) Harbert Discovery Fund GP, LLC (the "Fund GP"), the general partner of the Fund, (ii) Harbert Fund Advisors, Inc., the investment adviser to the Fund, (iii) Harbert Management Corporation ("HMC"), the managing member of the Fund GP, (iv) Jack Bryant, a Senior Advisor of the Fund, and a Vice President and Senior Managing Director of HMC, (v) Kenan Lucas, the Managing Director and Portfolio Manager of the Fund GP and (v) Raymond Harbert, the controlling shareholder, Chairman and Chief Executive Officer of HMC. Each Reporting Person disclaims beneficial ownership in the securities reported on this Form 3 except to the extent of its or his pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
1
Jack Bryant received 6,802 shares of Common Stock (the "Reported Shares") in lieu of a portion of his annual Board Compensation pursuant to the Directors Stock Purchase Rights under the 2004 Stock Incentive Plan, an exempt plan. The Reported Shares were assigned to HFA, and are held in an affiliated brokerage account for the benefit of the Fund.
2
On September 1, 2016 Jack Bryant was granted an option to purchase 8,000 shares of common stock of the issuer under the issuer's First Amended and Restated 2004 Stock Incentive Plan. The options have a three-year vesting schedule whereby one-third of the options vested and became exercisable on or after September 1, 2017, one-third of the options vested and became exercisable on or after September 1, 2018, and the final one-third of the options will vest and become exercisable on or after September 1, 2019, subject to accelerated vesting upon the occurrence of certain changes in control of the issuer.
Remarks:
Each Reporting Person disclaims beneficial ownership in the securities reported on this Form 3 except to the extent of its or his pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

Owner Signature

Signature Name
Harbert Discovery Fund, LP, By: Harbert Discovery Fund GP, LLC, its General Partner, By: Harbert Management Corporation, its Managing Member, By: /s/ John McCullough, Executive Vice President and General Counsel
Signature Date
2019-06-14
Signature Name
Harbert Discovery Fund GP, LLC, By: Harbert Management Corporation, its Managing Member, By: /s/ John McCullough, Executive Vice President and General Counsel
Signature Date
2019-06-14
Signature Name
Harbert Fund Advisors, Inc., By: /s/ John McCullough, Executive Vice President and General Counsel
Signature Date
2019-06-14
Signature Name
Harbert Management Corporation, By: /s/ John McCullough, Executive Vice President and General Counsel
Signature Date
2019-06-14
Signature Name
/s/ Kenan Lucas
Signature Date
2019-06-14
Signature Name
/s/ Raymond Harbert
Signature Date
2019-06-14
Additional Files
FileSequenceDescriptionTypeSize
0000919574-19-004161.txt   Complete submission text file   16712
$PRCP

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