UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Innovative Solutions and Support, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of class of securities)
45769N105
(CUSIP Number)
Christopher Harborne
23F M Thai Tower, All Seasons Place
87 Wireless Road
Bangkok 10300 Thailand
(860) 365-8016
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
with a copy to:
Philip Richter
Fried, Frank, Harris, Shriver & Jacobson LLP
One New York Plaza
New York, NY 10004
(212) 859-8763
February 16, 2023
(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 which 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.: 45769N105 | SCHEDULE 13D | Page 2 of 6 Pages |
| 1 | NAMES OF REPORTING PERSONS | | |
| Christopher Harborne | | |
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ |
| | (b) | ☐ |
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| 3 | SEC USE ONLY | | |
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| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | |
| PF | | |
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| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | ☐ |
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| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | |
| Great Britain and Thailand | | |
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| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | |
| None | | |
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| 8 | SHARED VOTING POWER | | |
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| 9 | SOLE DISPOSITIVE POWER | | |
| None | | |
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| 10 | SHARED DISPOSITIVE POWER | | |
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| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | |
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| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | ☐ |
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| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | |
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| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | |
| IN | | |
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CUSIP No.: 45769N105 | SCHEDULE 13D | Page 3 of 6 Pages |
| 1 | NAMES OF REPORTING PERSONS | | |
| | |
| | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ |
| | (b) | ☐ |
| | |
| 3 | SEC USE ONLY | | |
| | | |
| | |
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | |
| AF | | |
| | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | ☐ |
| | | |
| | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | |
| | |
| | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | |
| None | | |
| | |
| 8 | SHARED VOTING POWER | | |
| | |
| | |
| 9 | SOLE DISPOSITIVE POWER | | |
| None | | |
| | |
| 10 | SHARED DISPOSITIVE POWER | | |
| | |
| | |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | |
| | |
| | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | ☐ |
| | | |
| | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | |
| | |
| | |
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | |
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The following constitutes Amendment No. 2 (this “Amendment No. 2”) to the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on September 13, 2022 by the Reporting Persons (the “Original Schedule 13D”), as amended by Amendment No. 1 to the Original Schedule 13D filed with the SEC on September 23, 2022 (“Amendment No. 1,” together with the Original Schedule 13D and this Amendment No. 2, the “Schedule 13D”). This Amendment No. 2 amends the Schedule 13D as specifically set forth herein. Capitalized terms used herein and not otherwise defined in this Amendment No. 2 have the meanings set forth in the Schedule 13D.
Item 5. Interest in Securities of the Issuer
Items 5(a) - (c) are hereby amended and restated in their entirety as follows:
(a), (b) Klear Kite, and by virtue of being the sole member of Klear Kite, Mr. Harborne each beneficially owns 2,506,322 Shares, which are held directly by Klear Kite. Such Shares represent approximately 14.4% of the outstanding Shares of the Company. Klear Kite and Mr. Harborne share voting power and investment power over all such Shares.
For purposes of this Item 5(a) and (b), the percentages are calculated based upon (x) the number of Shares beneficially owned by each Reporting Person, divided by (y) 17,398,808 Shares outstanding as of January 31, 2023, as reported in the Company’s quarterly report on Form 10-Q for the fiscal quarter ended December 31, 2022, filed with the SEC on February 14, 2023.
(c) Information concerning transactions in the Shares effected by the Reporting Persons during the past sixty days is set forth on Schedule A hereto and is incorporated herein by reference. All of the transactions in the Shares were effected in the open market through various brokerage entities.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
| | | | |
| | By: | | | |
| | | | Christopher Harborne | |
| | | | |
| | | |
| | KLEAR KITE LLC | |
| | | | |
| | By: | | | |
| | Its: | | Sole Member | |
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SCHEDULE A
Transactions in Shares of the Company During the Past 60 Days
The following table sets forth all transactions in the Shares effected in the past sixty days by the Reporting Persons. Except as noted below, all such transactions were effected in the open market through brokers and the price per share excludes commissions.
| Date of Purchase / Sale | Shares Purchased / (Sold) | Price Per Share ($) |
| December 19, 2022 | 11,509 | $8.24 |
| December 20, 2022 | 59 | $8.25 |
| December 21, 2022 | 18 | $8.25 |
| December 22, 2022 | (77) | $8.39 |
| February 15, 2023 | 4,849 | $7.7193 |
| February 16, 2023 | 134,504 | $7.7499 |
