UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
LIGHTPATH TECHNOLOGIES, INC.
(Name of Issuer)
CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
532257805
(CUSIP Number)
November 28, 2017
(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 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).
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CUSIP No. 532257805
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SCHEDULE 13G | Page 2 of 5 Pages |
| 1 |
NAMES OF REPORTING PERSONS
Pudong Science and Technology Investment (Cayman) Co., Ltd.
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| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x | ||
| 3 |
SEC USE ONLY
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| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER 0
| |
| 6 |
SHARED VOTING POWER 2,270,026
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| 7 |
SOLE DISPOSITIVE POWER 0
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| 8 |
SHARED DISPOSITIVE POWER 2,270,026
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| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,270,026
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| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.3%1
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| 12 |
TYPE OF REPORTING PERSON CO
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1 Based upon 24,539,858 shares of Class A Common Stock outstanding as of November 7, 2017 as reported on the Issuer’s Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 9, 2017.
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CUSIP No. 532257805
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SCHEDULE 13G | Page 3 of 5 Pages |
1 |
NAMES OF REPORTING PERSONS
Shanghai Pudong Science and Technology Investment Co., Ltd.
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| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x | ||
| 3 |
SEC USE ONLY
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| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION People’s Republic of China
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|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER 0
| |
| 6 |
SHARED VOTING POWER 2,270,026
| ||
| 7 |
SOLE DISPOSITIVE POWER 0
| ||
| 8 |
SHARED DISPOSITIVE POWER 2,270,026
| ||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,270,026
| ||
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.3%2
| ||
| 12 |
TYPE OF REPORTING PERSON CO
| ||
2 Based upon 24,539,858 shares of Class A Common Stock outstanding as of November 7, 2017 as reported on the Issuer’s Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 9, 2017.
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CUSIP No. 532257805
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SCHEDULE 13G | Page 4 of 5 Pages |
Explanatory Note:
This Schedule 13G is filed by Pudong Science and Technology Investment (Cayman) Co., Ltd. and Shanghai Pudong Science and Technology Investment Co., Ltd. (collectively, the “Filing Persons”) and amends, supplements and replaces in its entirety the Schedule 13D filed on January 27, 2015 by the Filing Persons (the “Schedule 13D”), relating to shares of the Class A Common Stock of LightPath Technologies, Inc. (the “Issuer”).
Dr. Xudong Zhu, the director of Pudong Science and Technology Investment (Cayman) Co., Ltd. and the chairman of the board and the president of Shanghai Pudong Science and Technology Investment Co., Ltd., resigned from the board of directors of the Issuer on September 6, 2016. As of the date of this filing, the Filing Persons no longer hold any shares of the Class A Common Stock of the Issuer with any purpose, or with the effect of, changing or influencing control of the Issuer or in connection with or as a participant in any transaction having that purpose or effect. In accordance with Rule 13d-1(h), the Filing Persons accordingly determined to again report their respective beneficial ownership of the shares of the Class A Common Stock of the Issuer on Schedule 13G.
| Item 1(a) | Name of Issuer: LightPath Technologies, Inc. |
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Item 1(b) | Address of Issuer’s Principal Executive Offices: |
2603 Challenger Tech Court, Suite 100, Orlando, Florida 32826
| Item 2(a) | Name of Persons Filing: |
| 1. | Pudong Science and Technology Investment (Cayman) Co., Ltd. |
| 2. | Shanghai Pudong Science and Technology Investment Co., Ltd. |
This statement on Schedule 13G relates to securities directly held by Pudong Science and Technology Investment (Cayman) Co., Ltd. (“PDSTI Cayman”). Shanghai Pudong Science and Technology Investment Co., Ltd. (“PDSTI”) currently owns the entire outstanding share capital of PDSTI Cayman and, as a result, may be deemed to beneficially own the securities held by PDSTI Cayman.
| Item 2(b) | Address of Principal Business Office or, If None, Residence |
| 1. | Pudong Science and Technology Investment (Cayman) Co., Ltd. |
46F, Building 1, Lujiazui Century Financial Plaza, No. 729 South Yanggao Road, Pudong, Shanghai 200127, PRC
| 2. | Shanghai Pudong Science and Technology Investment Co., Ltd. |
46F, Building 1, Lujiazui Century Financial Plaza, No. 729 South Yanggao Road, Pudong, Shanghai 200127, PRC
| Item 2(c) | Citizenship |
| 1. | Pudong Science and Technology Investment (Cayman) Co., Ltd. - Cayman Islands |
| 2. | Shanghai Pudong Science and Technology Investment Co., Ltd. - People's Republic of China |
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CUSIP No. 532257805
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SCHEDULE 13G | Page 5 of 5 Pages |
| Item 2(d) | Title of Class of Securities: Class A Common Stock, par value $0.01 per share |
| Item 2(e) | CUSIP Number: 532257805 |
| Item 3. | Statement Filed Pursuant to Rule 13d-1(b) or 13d-2(b) or (c): Not applicable. |
| Item 4. | Ownership |
The information for each reporting person contained in rows 5-11 of the cover pages is incorporated herein by reference.
| Item 5. | Ownership of Five Percent or Less of a Class If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨ |
Not applicable.
| Item 6. | Ownership of More Than Five Percent on Behalf of Another Person Not applicable. |
| Item 7. | Identification and Classification of Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group |
Not applicable.
| Item 9. | Notice of Dissolution of Group |
Not applicable.
| Item 10. | Certifications |
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, other than activities solely in connection with a nomination under § 240.14a-11.
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: November 28, 2017
| Pudong Science and Technology Investment (Cayman) Co., Ltd. | ||
| By: | /s/ Xudong Zhu | |
| Name: | Xudong Zhu | |
| Title: | Director | |
| Shanghai Pudong Science and Technology Investment Co., Ltd. | ||
| By: | /s/ Xudong Zhu | |
| Name: | Xudong Zhu | |
| Title: | Chairman of the Board | |
LIST OF EXHIBITS
| Exhibit No. | Description |
| 1 | Joint Filing Agreement dated as of November 28, 2017 by and between Pudong Science and Technology Investment (Cayman) Co., Ltd. and Shanghai Pudong Science and Technology Investment Co., Ltd. |