UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
EnviroStar, Inc.
(Name of Issuer)
Common Stock, Par Value $0.025 Per Share
(Title of Class of Securities)
262432107
(CUSIP Number)
Henry M. Nahmad
EnviroStar, Inc.
290 N.E. 68th Street
Miami, Florida 33138
(305) 754-4551
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
June 2, 2017
(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-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 §240.13d-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 (“Act”) 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).
CUSIP No. 262432107
| 1. |
Names of Reporting Persons
Symmetric Capital LLC (I.R.S. No. 47-3189811) | |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐ | |
| 3. |
SEC Use Only
| |
| 4. |
Source of Funds (See Instructions)
N/A | |
| 5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
| |
| 6. |
Citizenship or Place of Organization
Florida |
|
Number of Shares Beneficially Owned by Each Reporting Person With
|
7. Sole Voting Power
5,483,284(1)
|
|
8. Shared Voting Power
0
| |
|
9. Sole Dispositive Power
2,838,194
| |
|
10. Shared Dispositive Power
0 |
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
5,483,284(1) | |
| 12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
| |
| 13. |
Percent of Class Represented by Amount in Row (11)
48.6% | |
| 14. |
Type of Reporting Person (See Instructions)
HC, OO |
(1) Includes (a) 600,100 shares owned by Michael S. Steiner and Robert M. Steiner as to which Symmetric Capital LLC and Henry M. Nahmad, as the Manager of Symmetric Capital LLC, have sole voting power pursuant to the previously disclosed Stockholders Agreement between Symmetric Capital LLC, Henry M. Nahmad, Michael S. Steiner and Robert M. Steiner, and (b) 2,044,990 shares owned by Western State Design, LLC as to which Symmetric Capital LLC and Henry M. Nahmad, as the Manager of Symmetric Capital LLC, have sole voting power pursuant to the previously disclosed Stockholders Agreement between Symmetric Capital LLC, Symmetric Capital II LLC, Henry M. Nahmad, Western State Design, LLC, Dennis Mack and Tom Marks.
CUSIP No. 262432107
| 1. |
Names of Reporting Persons
Symmetric Capital II LLC (I.R.S. No. 81-3241840) | |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐ | |
| 3. |
SEC Use Only
| |
| 4. |
Source of Funds (See Instructions)
N/A | |
| 5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
| |
| 6. |
Citizenship or Place of Organization
Florida |
|
Number of Shares Beneficially Owned by Each Reporting Person With
|
7. Sole Voting Power
1,290,323 |
|
8. Shared Voting Power
0
| |
|
9. Sole Dispositive Power
1,290,323 | |
|
10. Shared Dispositive Power
0
|
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,290,323 | |
| 12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
| |
| 13. |
Percent of Class Represented by Amount in Row (11)
11.4% | |
| 14. |
Type of Reporting Person (See Instructions)
OO |
CUSIP No. 262432107
| 1. |
Names of Reporting Persons
Henry M. Nahmad
| |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐ | |
| 3. |
SEC Use Only
| |
| 4. |
Source of Funds (See Instructions)
OO | |
| 5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
| |
| 6. |
Citizenship or Place of Organization
United States |
|
Number of Shares Beneficially Owned by Each Reporting Person With
|
7. Sole Voting Power
7,603,131(1)(2)
|
|
8. Shared Voting Power
0
| |
|
9. Sole Dispositive Power
4,128,517(1)
| |
|
10. Shared Dispositive Power
0 |
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
7,603,131(1)(2) | |
| 12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
| |
| 13. |
Percent of Class Represented by Amount in Row (11)
67.3% | |
| 14. |
Type of Reporting Person (See Instructions)
HC, IN |
| (1) | Includes 2,838,194 shares and 1,290,323 shares owned by Symmetric Capital LLC and Symmetric Capital II LLC, respectively. Henry M. Nahmad may be deemed to have voting and dispositive power over such shares as a result of his position as Manager of Symmetric Capital LLC and Symmetric Capital II LLC. |
| (2) | Includes (a) 600,100 shares owned by Michael S. Steiner and Robert M. Steiner as to which Symmetric Capital LLC and Henry M. Nahmad, as the Manager of Symmetric Capital LLC, have sole voting power pursuant to the previously disclosed Stockholders Agreement between Symmetric Capital LLC, Henry M. Nahmad, Michael Steiner and Robert Steiner, and (b) 2,044,990 shares owned by Western State Design, LLC as to which Symmetric Capital LLC and Henry M. Nahmad, as the Manager of Symmetric Capital LLC, have sole voting power pursuant to the previously disclosed Stockholders Agreement between Symmetric Capital LLC, Symmetric Capital II LLC, Henry M. Nahmad, Western State Design, LLC, Dennis Mack and Tom Marks. |
Amendment No. 5 to Schedule 13D
This Amendment No. 5 to Schedule 13D (this “Amendment”) amends, solely to the extent set forth herein, the Schedule 13D filed on March 12, 2015, as previously amended (the “Schedule 13D”), by Symmetric Capital LLC, a Florida limited liability company, Symmetric Capital II LLC, a Florida limited liability company, and Henry M. Nahmad (collectively, the “Reporting Persons”), relating to the Common Stock, par value $0.025 per share (the “Common Stock”), of EnviroStar, Inc., a Delaware corporation (the “Issuer”).
Item 3: Source and Amount of Funds or Other Consideration
Item 3 of the Schedule 13D is amended to add the following:
On June 2, 2017, the Issuer granted Henry M. Nahmad, the Issuer’s Chairman, Chief Executive Officer and President, 414,762 restricted shares of the Issuer’s Common Stock. The award of restricted stock was granted under and pursuant to the EnviroStar, Inc. 2015 Equity Incentive Plan (the “Plan”) and a related Notice of Grant and Restricted Stock Agreement (the “Award Agreement”) and was approved by the Issuer’s independent directors, who comprise the administrative committee for the Plan (the “Committee”). Subject to the terms and conditions of the Plan and the Award Agreement, 75%, or 311,071, of the restricted shares are scheduled to vest on November 5, 2040, the date on which Mr. Nahmad will reach the age of 62, and the balance 25%, or 103,691 of, the restricted shares is scheduled to vest ratably from June 2018 through June 2021. Pursuant to the terms of the Plan and the Award Agreement, Mr. Nahmad will have the rights of a stockholder with respect to the restricted shares prior to their vesting, including, without limitation, voting rights; however, prior to their vesting, Mr. Nahmad may not sell, assign, pledge, exchange, hypothecate or otherwise transfer, encumber or dispose of any of the restricted shares.
Item 4: Purpose of Transaction
Item 4 of the Schedule 13D is amended to add the information set forth in Item 3 above, which is incorporated into this Item 4 by reference.
Item 5: Interest in Securities of the Issuer
Item 5 of the Schedule 13D is amended and restated as follows:
The information set forth in rows 7-13 of the cover pages of this Amendment is incorporated into this Item 5 by reference.
Except as described in Item 3 above, none of the Reporting Persons has effected any transaction in any shares of the Issuer’s Common Stock during the past 60 days.
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.
June 14, 2017
Date
Symmetric Capital LLC
/s/ Henry M. Nahmad
Signature
Henry M. Nahmad/Manager
Name/Title
Symmetric Capital II LLC
/s/ Henry M. Nahmad
Signature
Henry M. Nahmad/Manager
Name/Title
/s/ Henry M. Nahmad
Henry M. Nahmad