Amended Statement of Ownership (sc 13g/a)
14 Février 2023 - 04:29PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE 13G
Under the Securities
Exchange Act of 1934
(Amendment No. 3)*
Williams Industrial Services Group
Inc.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of
Securities)
96951A104
(CUSIP Number)
December 31, 2022
(Date of Event Which
Requires Filing of this Statement)
Check the appropriate box
to designate the rule pursuant to which this Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule
13d-1(d)
* 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 the disclosures provided in a prior cover
page.
The information required in
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).
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
control number.
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NAMES OF
REPORTING PERSONS: |
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Minerva Advisors
LLC
Minerva Group, LP
Minerva GP, LP
Minerva GP, Inc.
David P. Cohen |
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
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(a) [ ] |
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(b) [
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SEC USE ONLY: |
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CITIZENSHIP OR PLACE OF ORGANIZATION: |
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Minerva Advisors
LLC - Delaware
Minerva Group, LP - Delaware
Minerva GP, LP - Delaware
Minerva GP, Inc. - Pennsylvania
David P. Cohen - U.S. Citizen |
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON
WITH:
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SOLE VOTING
POWER: |
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Minerva Advisors LLC* - 1,459,276
Minerva Group, LP - 1,459,276
Minerva GP, LP* - 1,459,276
Minerva GP, Inc.* - 1,459,276
David P. Cohen* - 1,459,276
*Each of these reporting persons is deemed a beneficial owner of
the 1,459,276 shares of the Issuer held by Minerva Group, LP.
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SHARED VOTING
POWER: |
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Minerva Advisors LLC - 426,001
David P. Cohen** - 426,001
**David P. Cohen is deemed a beneficial owner of the 426,001
shares of the Issuer beneficially owned by Minerva Advisors
LLC.
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SOLE DISPOSITIVE
POWER: |
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Minerva Advisors LLC* - 1,459,276
Minerva Group, LP - 1,459,276
Minerva GP, LP* - 1,459,276
Minerva GP, Inc.* - 1,459,276
David P. Cohen* - 1,459,276
*Each of these reporting persons is deemed a beneficial owner of
the 1,459,276 shares of the Issuer held by Minerva Group, LP.
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SHARED DISPOSITIVE
POWER: |
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Minerva Advisors LLC - 426,001
David P. Cohen** - 426,001
**David P. Cohen is deemed a beneficial owner of the 426,001
shares of the Issuer beneficially owned by Minerva Advisors
LLC.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: |
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Minerva Advisors LLC* - 1,885,277
Minerva Group, LP - 1,459,276
Minerva GP, LP* - 1,459,276
Minerva GP, Inc.* - 1,459,276
David P. Cohen* - 1,885,277
*Each of these reporting persons is deemed a beneficial owner of
the 1,459,276 shares of the Issuer held by Minerva Group, LP.
David P. Cohen is also deemed a beneficial owner of the 1,885,277
shares of the Issuer beneficially owned by Minerva Advisors
LLC.
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CHECK IF
THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS): |
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[
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9): |
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Minerva Advisors LLC* - 7.1%
Minerva Group, LP - 5.5%
Minerva GP, LP* - 5.5%
Minerva GP, Inc.* - 5.5%
David P. Cohen* - 7.1%
*Each of these reporting persons is deemed a beneficial owner of
the 5.5% of the shares of the Issuer held by Minerva Group,
LP. David P. Cohen is also deemed a beneficial owner of the
7.1% of the shares of the Issuer beneficially owned by Minerva
Advisors LLC.
Based on a total of 26,422,761 shares of the Issuer's Common
Stock outstanding as of November 7, 2022, as reported in the
Issuer's Quarterly Report on Form 10-Q for the period ended
September 30, 2022.
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TYPE OF
REPORTING PERSON (SEE INSTRUCTIONS): |
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Minerva Advisors
LLC - IA
Minerva Group, LP - PN
Minerva GP, LP - PN
Minerva GP, Inc. - CO
David P. Cohen - IN |
SCHEDULE 13G
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Item 1(a)
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Name of Issuer. |
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Williams Indistrial Services Group Inc. |
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Item 1(b)
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Address of Issuer's Principal Executive
Offices. |
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100 Crescent Centre Parkway, Suite 1240
Tucker, GA 30084 |
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Item 2(a)
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Name of Person Filing. |
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Minerva Advisors LLC
Minerva Group, LP
Minerva GP, LP
Minerva GP, Inc.
David P. Cohen |
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Item 2(b)
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Address of Principal Business Office or, if
none, Residence. |
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50 Monument Road, Suite 201
Bala Cynwyd, PA 19004 |
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Item 2(c)
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Citizenship. |
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David P. Cohen is a U.S. Citizen.
Minerva Advisors LLC, Minerva Group, LP, and Minerva GP, LP are
organized under Delaware law.
Minerva GP, Inc. is organized under Pennsylvania law. |
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Item 2(d)
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Title of Class of Securities. |
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Common Stock, par value $.01 |
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Item 2(e)
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CUSIP Number. |
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96951A104 |
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| Item 3 |
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This statement is
not filed pursuant to Rules 13d-1(b), 13d-2(b) or
13d-2(c). |
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Ownership. |
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(a) |
Amount
beneficially owned:
Minerva Advisors LLC* - 1,885,277
Minerva Group, LP - 1,459,276
Minerva GP, LP* - 1,459,276
Minerva GP, Inc.* - 1,459,276
David P. Cohen* - 1,885,277
*Each of these reporting persons is deemed a beneficial owner of
the 1,459,276 shares of the Issuer held by Minerva Group, LP.
David P. Cohen is also deemed a beneficial owner of the 1,885,277
shares of the Issuer beneficially owned by Minerva Advisors
LLC.
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(b) |
Percent of
Class:
Minerva Advisors LLC* - 7.1%
Minerva Group, LP - 5.5%
Minerva GP, LP* - 5.5%
Minerva GP, Inc.* - 5.5%
David P. Cohen* - 7.1%
*Each of these reporting persons is deemed a beneficial owner of
the 5.5% of the shares of the Issuer held by Minerva Group,
LP. David P. Cohen is also deemed a beneficial owner of the
7.1% of the shares of the Issuer beneficially owned by Minerva
Advisors LLC.
Based on a total of 26,422,761 shares of the Issuer's Common
Stock outstanding as of November 7, 2022, as reported in the
Issuer's Quarterly Report on Form 10-Q for the period ended
September 30, 2022.
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(c) |
Number of Shares as to which the person
has:
(i) Sole power to vote or to direct the vote:
Minerva Advisors LLC* - 1,459,276
Minerva Group, LP - 1,459,276
Minerva GP, LP* - 1,459,276
Minerva GP, Inc.* - 1,459,276
David P. Cohen* - 1,459,276
*Each of these reporting persons is deemed a beneficial owner of
the 1,459,276 shares of the Issuer held by Minerva Group, LP.
(ii) Shared power to vote or to direct the vote:
Minerva Advisors LLC - 426,001
David P. Cohen** - 426,001
**David P. Cohen is deemed a beneficial owner of the 426,001
shares of the Issuer beneficially owned by Minerva Advisors
LLC.
(iii) Sole power to dispose or to direct the disposition of:
Minerva Advisors LLC* - 1,459,276
Minerva Group, LP - 1,459,276
Minerva GP, LP* - 1,459,276
Minerva GP, Inc.* - 1,459,276
David P. Cohen* - 1,459,276
*Each of these reporting persons is deemed a beneficial owner of
the 1,459,276 shares of the Issuer held by Minerva Group, LP.
(iv) Shared power to dispose or to direct the disposition
of:
Minerva Advisors LLC - 426,001
David P. Cohen** - 426,001
**David P. Cohen is deemed a beneficial owner of the 426,001
shares of the Issuer beneficially owned by Minerva Advisors
LLC.
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| Item 5 |
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Ownership of Five
Percent or Less of a Class. |
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Not applicable. |
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| Item 6 |
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Ownership of More Than
Five Percent on Behalf of Another Person. |
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Not applicable. |
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| Item 7 |
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Identification and
Classification of the Subsidiary Which Acquired the Security Being
Reported On By the Parent Holding Company or Control
Person. |
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Not applicable. |
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| Item 8 |
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Identification and
Classification of Members of the Group. |
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Not applicable. |
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| Item 9 |
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Notice of Dissolution
of Group. |
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Not applicable. |
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| Item 10 |
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Certification. |
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By signing below I
certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any
transaction having that purpose or effect. |
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.
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MINERVA ADVISORS
LLC |
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Date: February 6,
2023 |
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By: |
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David P. Cohen,
President |
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By: |
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/s/ Beth N. Lowson |
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Name: Beth N. Lowson |
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Title: Attorney-In-Fact |
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DarrowEverett LLP |
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450 Seventh Avenue |
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Suite 1802 |
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New York, NY 10123 |
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MINERVA GROUP,
LP |
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Date: February 6,
2023 |
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By: |
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MINERVA GP, LP, its
General Partner |
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MINERVA GP, INC., its General Partner |
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By: |
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David P. Cohen, President |
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By: |
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/s/ Beth N. Lowson |
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Name: Beth N. Lowson |
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Title: Attorney-In-Fact |
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DarrowEverett LLP |
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450 Seventh Avenue |
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Suite 1802 |
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New York, NY 10123 |
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MINERVA GP,
LP |
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Date: February 6,
2023 |
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By: |
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MINERVA GP, INC., its
General Partner |
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By: |
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David P. Cohen, President |
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By: |
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/s/ Beth N. Lowson |
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Name: Beth N. Lowson |
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Title: Attorney-In-Fact |
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DarrowEverett LLP |
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450 Seventh Avenue |
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Suite 1802 |
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New York, NY 10123 |
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MINERVA GP,
INC. |
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Date: February 6,
2023 |
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By: |
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David P. Cohen |
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By: |
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/s/ Beth N. Lowson |
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Name: Beth N. Lowson |
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Title: Attorney-In-Fact |
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DarrowEverett LLP |
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450 Seventh Avenue |
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Suite 1802 |
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New York, NY 10123 |
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DAVID P.
COHEN |
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Date: February 6,
2023 |
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By: |
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/s/ Beth N. Lowson |
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Name: Beth N. Lowson |
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Title: Attorney-In-Fact |
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DarrowEverett LLP |
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450 Seventh Avenue |
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Suite 1802 |
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New York, NY 10123 |
POWER OF ATTORNEY
The
undersigned does hereby constitute and appoint DarrowEverett LLP, a
Rhode Island limited liability partnership, and each of its
representatives, signing singly, with full power of substitution,
as the true and lawful attorney of the undersigned, and authorizes
and designates each of them to sign on behalf of the undersigned,
and to file filings and any amendments thereto made by or on behalf
of the undersigned in respect of the beneficial ownership of equity
securities held by the undersigned, directly, indirectly or
beneficially, pursuant to Sections 13(d), 13(f), 13(g) and 16 of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and the rules and regulations thereunder. The undersigned
acknowledges that the foregoing attorneys-in-fact, in serving in
such capacity at the request of the undersigned, are not assuming
any of the undersigned's responsibilities to comply with Sections
13(d), 13(f), 13(g) or 16 of the Exchange Act.
This
Power of Attorney shall remain in full force and effect until
withdrawn by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.
IN
WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 8th day of February, 2022.
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By: |
/s/ David P. Cohen |
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David P. Cohen |
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Williams Industrial Serv... (AMEX:WLMS)
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