Soloway Amends Stake Filing for NAPCO Security Technologies

TL;DR

Soloway updated his 13D filing for NAPCO Security. No major changes mentioned, but always watch these.

AI Summary

Richard L. Soloway filed an amendment (Amendment No. 3) to Schedule 13D on March 12, 2024, regarding his beneficial ownership of NAPCO Security Technologies, Inc. The filing indicates a change in the date as of which the information is reported to March 5, 2024. Soloway is listed with the address 333 Bayview Avenue, Amityville, NY, and his filing is related to the company's common stock.

Why It Matters

This filing updates information about a significant shareholder's stake in NAPCO Security Technologies, Inc., which could signal changes in ownership or strategy.

Risk Assessment

Risk Level: medium — Amendments to Schedule 13D filings can indicate shifts in significant shareholder positions, potentially impacting stock price and corporate control.

Key Players & Entities

• Richard L. Soloway (person) — Filing person and beneficial owner
• NAPCO SECURITY TECHNOLOGIES, INC. (company) — Subject company
• 333 Bayview Avenue, Amityville, NY 11701 (address) — Mailing address for Richard L. Soloway and NAPCO Security Technologies, Inc.

FAQ

Key Financial Figures

• $0.01 — ame of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securitie
• $39.73125 — 00 shares of Common Stock at a price of $39.73125 per share (the " Firm Shares "), in con
• $40.75 — he Shares at a public offering price of $40.75 per share. The sale of Firm Shares clos
• $4.813 — Common Stock. The exercise prices were $4.813 with respect to 6,000 shares, $8.08 wit
• $8.08 — re $4.813 with respect to 6,000 shares, $8.08 with respect to 16,000 shares and $16.7
• $16.795 — $8.08 with respect to 16,000 shares and $16.795 with respect to 16,000 shares. In addit
• $45.12 — sactions at a weighted average price of $45.12 per share. The actual selling prices ra
• $45.00 — . The actual selling prices ranged from $45.00 to $45.32 per share. (d) None (e) On
• $45.32 — al selling prices ranged from $45.00 to $45.32 per share. (d) None (e) On March 8, 2

Filing Documents

• sc13da3.htm (SC 13D/A) — 43KB
• ex99_2.htm (EX-99.2) — 2KB
• lockup_1.jpg (GRAPHIC) — 757KB
• lockup_2.jpg (GRAPHIC) — 715KB
• lockup_3.jpg (GRAPHIC) — 913KB
• lockup_4.jpg (GRAPHIC) — 286KB
• 0001021771-24-000072.txt ( ) — 3726KB

Security and Issuer

Item 1. Security and Issuer. This Amendment No. 3 to Schedule 13D (" Schedule 13D/A ") relates to shares of Common Stock of NAPCO Security Technologies, Inc. (the " Issuer "), whose principal executive offices are located at 333 Bayview Avenue, Amityville, NY 11701.

Identity and Background

Item 2. Identity and Background. a. This Schedule 13D/A is being filed by Richard Soloway (the " Reporting Person "). b. The business/residence address for the Reporting Person is 333 Bayview Avenue, Amityville, NY 11701. c. The present principal occupation of the Reporting Person is Chairman of the Board, President and Chief Executive Officer of the Issuer. d. During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). e. During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws. f. The Reporting Person is a citizen of the United States.

Source or Amount of Funds or Other Consideration

Item 3. Source or Amount of Funds or Other Consideration. Not applicable.

Purpose of Transaction

Item 4. Purpose of Transaction. On March 5, 2024, the Reporting Person entered into an Underwriting Agreement (the " Underwriting Agreement ") with the Issuer and Needham & Company, LLC, Cowen and Company, LLC and D.A. Davidson and Co., as underwriters (the " Underwriters "), pursuant to which the Underwriters purchased from the Reporting Person 2,000,000 shares of Common Stock at a price of $39.73125 per share (the " Firm Shares "), in connection with a registered public secondary offering (the " Secondary Offering ") of the Shares at a public offering price of $40.75 per share. The sale of Firm Shares closed on March 8, 2024. In addition, the Reporting Person granted the Underwriters an option to purchase up to 300,000 additional shares of his Common Stock at the same price, exercisable by the Underwriters at any time and from time to time during the 30-day period from March 5, 2024. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to such agreement, which is incorporated by reference as Exhibit 1 hereto and is incorporated herein by reference. Except as set forth above, including, without limitation, the Secondary Offering, the Reporting Person has no present plans or proposals which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer. (a)-(b) As of the date hereof, the Reporting Person may be deemed to be the beneficial owner of 1,770,010 shares of Common Stock, representing approximately 4.8% of the Issuer's issued and outstanding shares of Common Stock, based upon 36,781,989 shares of Common Stock outstanding as of December 31, 2023, as reported in the Issuer's Quarterly Report on Form 10-Q for the period ended December 31, 2023 filed with the Commission on February 5, 2024. The Reporting Person has sole power to vote, or direct the voting of, and to dispose of, or direct the disposition of, an aggregate of 1,770,010 shares of Common Stock. (c) Except as described in this Schedule 13D/A and below, there have been no transactions in the shares of Common Stock effected by the Reporting Person during the past 60 days. On February 9, 2024, the Reporting Person exercised options granted by the Issuer for the purchase of an aggregate of 38,000 shares of Common Stock. The exercise prices were $4.813 with respect to 6,000 shares, $8.08 with respect to 16,000 shares and $16.795 with respect to 16,000 shares. In addition, on February 14, 2024, the Reporting Person sold 28,000 shares of Common Stock in open market transactions at a weighted average price of $45.12 per share. The actual selling prices ranged from $45.00 to $45.32 per share. (d) None (e) On March 8, 2024, the Reporting Person ceased to be the beneficial owner of more than 5% of the outstanding shares of Common Stock.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. In connection with the sale of the Shares referred to in Item 4 above, the Reporting Person executed a Lock-up Agreement, dated as of March 5, 2024, which is attached as Exhibit 2 hereto and is incorporated herein by reference. Except as set forth herein, the Reporting Person does not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

Material to Be Filed as Exhibits

Item 7. Material to Be Filed as Exhibits. Exhibit Number Description of Exhibit 1 Underwriting Agreement, dated as of March 5, 2024, by and among the Issuer, the Reporting Person and the Underwriters (incorporated by reference to Exhibit 1.1 to Form 8-K filed on March 7, 2024). 2 Lock-up Agreement, dated as of March 5, 2024, executed by the Reporting Person. 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. Dated: March 12, 2024 /s/ Richard L. Soloway Name: Richard L. Soloway Exhibit 2

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View this SC 13D/A filing on SEC EDGAR