Form SCHEDULE 13D/A LGL GROUP INC Filed by: GABELLI MARC
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)*
|
LGL GROUP INC (Name of Issuer) |
Common Stock (Title of Class of Securities) |
(CUSIP Number) |
DAVID GOLDMAN 191 MASON STREET, GREENWICH, CT, 06830 914-921-5000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
07/15/2026 (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.
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).
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
GABELLI MARC | ||||||||
| 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)
PF, AF, 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,387,727.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
34.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Consists of 2,009,121 shares held directly by Mr. Gabelli and 2,378,606 shares held by Venator Merchant Fund, L.P. Venator Global, LLC, which is the sole general partner of Venator Merchant Fund, L.P., may be deemed to beneficially own the Securities owned by Venator Merchant Fund, L.P. Mr. Gabelli, who is the President and Sole Member of Venator Global, LLC, may be deemed to beneficially own the Securities owned by Venator Merchant Fund, L.P. Mr. Gabelli disclaims beneficial ownership of the Securities owned by Venator Merchant Fund, L.P., except to the extent of his pecuniary interest therein.
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Venator Global, LLC | ||||||||
| 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)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,378,606.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
18.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Consists of shares of the Issuer held by Venator Merchant Fund, L.P. Venator Global LLC, which is the sole general partner of Venator Merchant Fund, L.P., may be deemed to beneficially own the Securities owned by Venator Merchant Fund, L.P., Venator Global, LLC disclaims beneficial ownership of the Securities owned by Venator Merchant Fund, L.P., except to the extent of its pecuniary interest therein.
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Venator Merchant Fund, L.P. | ||||||||
| 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)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,378,606.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
18.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock |
| (b) | Name of Issuer:
LGL GROUP INC |
| (c) | Address of Issuer's Principal Executive Offices:
2525 SHADER ROAD, ORLANDO,
FLORIDA
, 32804. |
| Item 3. | Source and Amount of Funds or Other Consideration |
The Reporting Persons used an aggregate of approximately $22,988,557 to purchase the additional Securities reported as beneficially owned in Item 5 since the most recent filing on Schedule 13D. Marc Gabelli used approximately $12,792,703 to purchase the additional Securities reported by him. Venator Merchant Fund L.P. used approximately $10,195,854 to purchase the additional Securities reported by it. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The aggregate percentage of Securities reported owned by the Reporting Persons is based on 12,592,466 shares outstanding as reported by the Issuer.
Venator Merchant Fund, L.P. directly owns 2,378,606 shares, constituting approximately 18.89% of the shares outstanding. By virtue of their relationship with Venator Merchant Fund L.P., Mr. Gabelli and Venator Global LLC may be deemed to beneficially own the Securities owned by Venator Merchant Fund, L.P. Mr. Gabelli and Venator Global, LLC disclaim beneficial ownership of the Securities owned by Venator Merchant Fund, L.P., except to the extent of his/its pecuniary interests therein.
Mr. Gabelli directly owns 2,009,121 shares. Such shares, together with the 2,378,606 shares owned by Venator Merchant Fund, L.P., constitute approximately 34.84% of the Issuer's shares outstanding. |
| (c) | Information with respect to all transactions in the Securities which were effected during the past sixty days or since the most recent filing on Schedule 13D, whichever is less, by each of the Reporting Persons and Covered Persons is set forth below:
DATE SHARES PURCHASED PRICE
/SOLD
MARC GABELLI
7/15/2026 1,854,015 6.9000
VENATOR MERCHANT FUND L.P.
7/15/2026 1,477,660 6.9000
THE TRANSACTIONS ON 7/15/2026 ARE A RESULT OF THE
COMPLETION OF THE ISSUER'S SUBSCIPTION RIGHTS OFERING.
|
| 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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