UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
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. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Hirshfield Edward R 122 EAST 42ND STREET, SUITE 4305 NEW YORK, NY 10168 |
 X |  X |  |  |
Brookstone Partners Acquisition XXIV, LLC 122 EAST 42ND STREET, SUITE 4305 NEW YORK, NY 10168 |
 X |  X |  |  |
BP XXIV Flow, LLC 122 EAST 42ND STREET, SUITE 4305 NEW YORK, NY 10168 |
 X |  X |  |  |
BP XXIV Meter, LLC 122 EAST 42ND STREET, SUITE 4305 NEW YORK, NY 10168 |
 X |  X |  |  |
By: /s/ Edward R. Hirshfield | 10/27/2016 | |
**Signature of Reporting Person | Date | |
By: Brookstone Partners Acquisition XXIV, LLC, By: BP XXIV Flow, LLC, Managing Member, By: BP XXIV Meter, LLC, Managing Member, By: /s/ Edward R. Hirshfield, Managing Member | 10/27/2016 | |
**Signature of Reporting Person | Date | |
By: BP XXIV Flow, LLC, By: BP XXIV Meter, LLC, Managing Member, By: /s/ Edward R. Hirshfield, Managing Member | 10/27/2016 | |
**Signature of Reporting Person | Date | |
By: BP XXIV Meter, LLC, By: /s/ Edward R. Hirshfield, Managing Member | 10/27/2016 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | This Form 3 is filed jointly by Brookstone Partners Acquisition XXIV, LLC ("Brookstone XXIV"), BP XXIV Flow, LLC ("Brookstone Flow"), BP XXIV Meter, LLC ("Brookstone Meter") and Edward R. Hirshfield (collectively, the "Reporting Persons"). Mr. Hirshfield is a director of the Issuer. Each of the other Reporting Persons may be deemed to be a director by deputization by virtue of the fact that Mr. Hirshfield, the Managing Member of Brookstone Meter, which in turn is the Managing Member of Brookstone Flow, which in turn is the Managing Member of Brookstone XXIV, is a director of the Issuer. |
(2) | Represents securities owned directly by Brookstone XXIV. As the Managing Member of Brookstone XXIV, Brookstone Flow may be deemed to beneficially own the securities owned directly by Brookstone XXIV. As the Managing Member of Brookstone Flow, Brookstone Meter may be deemed to beneficially own the securities owned directly by Brookstone XXIV. As the Managing Member of Brookstone Meter, Mr. Hirshfield may be deemed to beneficially own the securities owned directly by Brookstone XXIV. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. |