Form SCHEDULE 13G/A KVH INDUSTRIES INC \DE\ Filed by: JEC II Associates, LLC
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 2)*
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KVH INDUSTRIES INC \DE\ (Name of Issuer) |
Common Stock, $0.01 par value per share (Title of Class of Securities) |
(CUSIP Number) |
06/30/2026 (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) |
| Rule 13d-1(c) |
| Rule 13d-1(d) |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
JEC II Associates, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
747,448.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
4.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: For purposes of calculating beneficial ownership in this Schedule 13G/A, the total number of shares of Common Stock outstanding is 18,140,962 as of August 3, 2026, as disclosed by the Issuer in its Quarterly Report on Form 10-Q filed on August 6, 2026 with the Securities and Exchange Commission. The percentage provided represents the number of shares of Common Stock beneficially owned by the applicable Reporting Person divided by the number of shares of Common Stock outstanding as reported by the Issuer.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
The Heidi S. Shippell-Heiland 2008 Irrevocable Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
0.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: For purposes of calculating beneficial ownership in this Schedule 13G/A, the total number of shares of Common Stock outstanding is 18,140,962 as of August 3, 2026, as disclosed by the Issuer in its Quarterly Report on Form 10-Q filed on August 6, 2026 with the Securities and Exchange Commission. The percentage provided represents the number of shares of Common Stock beneficially owned by the applicable Reporting Person divided by the number of shares of Common Stock outstanding as reported by the Issuer. This Amendment No. 2 constitutes the final amendment to this Schedule 13G with respect to the Trust, which has ceased to beneficially own any shares of common stock.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Torok Michael | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,195,348.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
6.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: For purposes of calculating beneficial ownership in this Schedule 13G/A, the total number of shares of Common Stock outstanding is 18,140,962 as of August 3, 2026, as disclosed by the Issuer in its Quarterly Report on Form 10-Q filed on August 6, 2026 with the Securities and Exchange Commission. The percentage provided represents the number of shares of Common Stock beneficially owned by the applicable Reporting Person divided by the number of shares of Common Stock outstanding as reported by the Issuer.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
KVH INDUSTRIES INC \DE\ | |
| (b) | Address of issuer's principal executive offices:
500 WOOD STREET, UNIT 320, 1ST FL, BRISTOL, RHODE ISLAND, 02809. | |
| Item 2. | ||
| (a) | Name of person filing:
This statement is filed by:
(i) JEC II Associates, LLC, a Delaware limited liability company ("JEC II"), with respect to the shares of Common Stock, $0.01 par value per share (the "Common Stock") of KVH Industries, Inc., directly and beneficially owned by it;
(ii) The Heidi S. Shippell-Heiland 2008 Irrevocable Trust, a Delaware trust (the "Trust"), which no longer beneficially owns any shares of Common Stock; and
(iii) Michael Torok ("Mr. Torok"), with respect to the shares of Common Stock directly owned by him and beneficially owned as the Manager of JEC II and Trustee of the Trust.
Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons." Each of the Reporting Persons is party to that certain Joint Filing Agreement attached hereto as Exhibit 99.1. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13G/A.
This Amendment No. 2 constitutes the final amendment to this Schedule 13G with respect to the Trust. The Trust has ceased to beneficially own any shares of Common Stock and will not be included in any subsequent amendments. | |
| (b) | Address or principal business office or, if none, residence:
The principal business address of each of JEC II, the Trust and Mr. Torok is 68 Mazzeo Drive, Randolph, Massachusetts 02368. | |
| (c) | Citizenship:
(i) JEC II is a Delaware limited liability company;
(ii) The Trust is a Delaware Trust; and
(iii) Mr. Torok is a citizen of the United States. | |
| (d) | Title of class of securities:
Common Stock, $0.01 par value per share | |
| (e) | CUSIP No.:
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| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
For purposes of calculating beneficial ownership in this Schedule 13G/A, the total number of shares of Common Stock outstanding is 18,140,962 as of August 3, 2026, as disclosed by the Issuer in its Quarterly Report on Form 10-Q filed on August 6, 2026 with the Securities and Exchange Commission.
I. JEC II
(a) As of the date hereof, JEC II beneficially owns 747,448 shares of Common Stock, which are owned directly.
II. The Trust
(a) As of the date hereof, the Trust beneficially owns 0 shares of Common Stock.
III. Mr. Torok
(a) As of the date hereof, Mr. Torok beneficially owns 1,195,348 shares of Common Stock, of which 191,500 shares are owned directly and 256,400 are owned by a trust to benefit Mr. Torok (as the settlor of the trust), Sara Torok, K. Peter Heiland, Matthew Canno, and Mr. Torok's descendants. As the Manager of JEC II, Mr. Torok may be deemed to beneficially own the 747,448 shares owned by JEC II. | |
| (b) | Percent of class:
I. JEC II
(b) Percentage of class: Approximately 4.1%
II. The Trust
(b) Percentage of class: 0.0%
III. Mr. Torok
(b) Percentage of class: Approximately 6.6% %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
I. JEC II
(c)(i). Sole power to vote or direct vote: 0
II. The Trust
(c)(i) Sole power to vote or direct vote: 0
III. Mr. Torok
(c)(i) Sole power to vote or direct vote: 447,900
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| (ii) Shared power to vote or to direct the vote:
I. JEC II
(c)(ii) Shared power to vote or direct vote: 747,448
II. The Trust
(c)(ii) Shared power to vote or direct vote: 0
III. Mr. Torok
(c)(ii) Shared power to vote or direct vote: 747,448 | ||
| (iii) Sole power to dispose or to direct the disposition of:
I. JEC II
(c)(iii) Sole power to dispose or direct the disposition: 0
II. The Trust
(c)(iii) Sole power to dispose or direct the disposition: 0
III. Mr. Torok
(c)(iii) Sole power to dispose or direct the disposition: 447,900 | ||
| (iv) Shared power to dispose or to direct the disposition of:
I. JEC II
(c)(iv) Shared power to dispose or direct the disposition: 747,448
II. The Trust
(c)(iv) Shared power to dispose or direct the disposition: 0
III. Mr. Torok
(c)(iv) Shared power to dispose or direct the disposition: 747,448 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
The members of the group are JEC II and Mr. Torok. The Trust is no longer a member of the group. See Exhibit 99.1. | ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| 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.
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| 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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Exhibit Information
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Exhibit 99.1 - Joint Filing Agreement dated as of August 27, 2024, by and among JEC II Associates, LLC, The Heidi S. Shippell-Heiland 2008 Irrevocable Trust and Michael Torok (incorporated by reference herein from Exhibit 99.1 to the Schedule 13G filed with the SEC by the Reporting Persons with respect to the Issuer on August 27, 2024). |