Schedule 13G Amendment No. 3

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Information to be Included in Statements Filed Pursuant

to Rules 13d-1(b), (c), and (d) and Amendments thereto Filed

Pursuant to Rule 13d-2(b)

 

(Amendment No. 3)*

 

 

STERLING CONSTRUCTION COMPANY, INC.


(Name of issuer)

Common Stock, par value $0.01 per share


(Title of class of securities)

 

672202108


                                (CUSIP number)                                

December 31, 2006


(Dates of Events which Require Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which the Schedule is filed

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ Rule 13d-1(d)


CUSIP No. 672202108   SCHEDULE 13G   Page 2 of 10

 

  1.  

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

   
   

            North Atlantic Smaller Companies Investment Trust plc

            No IRS Identification Number

   
  2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*  
  (a)  ¨  
    (b)  x    
  3.   SEC USE ONLY  
         
  4.   CITIZENSHIP OR PLACE OF ORGANIZATION  
                England    

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5.    SOLE VOTING POWER
 
                  0
    6.    SHARED VOTING POWER
 
                  681,400
    7.    SOLE DISPOSITIVE POWER
 
                  0
    8.    SHARED DISPOSITIVE POWER
 
                  681,400
  9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    
                681,400    
10.   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ¨
         
11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
                6.3%    
12.   TYPE OF REPORTING PERSON*  
                IV, CO    

*SEE INSTRUCTIONS BEFORE FILLING OUT!


CUSIP No. 672202108   SCHEDULE 13G   Page 3 of 10

 

  1.  

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

   
   

            Christopher Harwood Bernard Mills

            No IRS Identification Number

   
  2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*  
  (a)  ¨  
    (b)  x    
  3.   SEC USE ONLY  
         
  4.   CITIZENSHIP OR PLACE OF ORGANIZATION  
                England    

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5.    SOLE VOTING POWER
 
                  13,207
    6.    SHARED VOTING POWER
 
                  681,400
    7.    SOLE DISPOSITIVE POWER
 
                  13,207
    8.    SHARED DISPOSITIVE POWER
 
                  681,400
  9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    
                694,607    
10.   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*   ¨
         
11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
                6.4%    
12.   TYPE OF REPORTING PERSON*  
                IN    

*SEE INSTRUCTIONS BEFORE FILLING OUT!


CUSIP No. 672202108   SCHEDULE 13G   Page 4 of 10

 

  1.  

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

   
   

            North Atlantic Value LLP

            No IRS Identification Number

   
  2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*  
  (a)  ¨  
    (b)  x    
  3.   SEC USE ONLY  
         
  4.   CITIZENSHIP OR PLACE OF ORGANIZATION  
                England    

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5.    SOLE VOTING POWER
 
                  0
    6.    SHARED VOTING POWER
 
                  681,400
    7.    SOLE DISPOSITIVE POWER
 
                  0
    8.    SHARED DISPOSITIVE POWER
 
                  681,400
  9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    
                681,400    
10.   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*   ¨
         
11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
                6.3%    
12.   TYPE OF REPORTING PERSON*  
                OO, IA    

*SEE INSTRUCTIONS BEFORE FILLING OUT!


AMENDMENT NO. 3 TO

STATEMENT ON SCHEDULE 13G

This Amendment No. 3 to Statement on Schedule 13G (the “Amendment”) amends the Statement on Schedule 13G (the “Schedule 13G”) filed on October 10, 2001, as further amended by the Amendment on Schedule 13G filed on February 14, 2002 and the Amendment No. 2 on Schedule 13G filed on February 10, 2006 with the Securities and Exchange Commission (the “SEC”) by certain of the Filing Parties (defined below).

 

Item 1  

(a).

   Name of Issuer:      
     Sterling Construction Company, Inc. (the “Company”)      
 

(b).

   Address of Issuer’s Principal Executive Offices:      
    

20810 Fernbush Lane

Houston, TX 77073

     
Item 2  

(a).

   Name of Person Filing.      
    

This Amendment is filed on behalf of the following five parties, who are collectively referred to as the “Filing Parties”:

 

1.      North Atlantic Value LLP (“North Atlantic Value”) is a limited liability partnership organized under the laws of England with its principal office and business at Ryder Court, 14 Ryder Street, London SW1Y 6QB England. North Atlantic Value is a firm authorized by the United Kingdom’s Financial Services Authority and is principally engaged in the business of investment management of active value and private equity investments, as well as to its private clients.

 

2.      Christopher Harwood Bernard Mills is a British citizen whose business address is Ryder Court, 14 Ryder Street, London SW1Y 6QB England. His principal employment includes service as director and chief executive of North Atlantic Smaller Companies Investment Trust plc (“NASCIT”), as chief executive of American Opportunity Trust plc, and as a director of J O Hambro Capital Management Group Limited, J O Hambro Capital Management Limited, the Trident North Atlantic Fund, Oryx International Growth Fund Limited and as a member and the chief investment officer of North Atlantic Value. Mr. Mills is also a member of the Board of Directors of the Company.

 

3.      NASCIT is a corporation organized under the laws of England with its principal office and business at Ryder Court, 14 Ryder Street, London SW1Y 6QB England. NASCIT is a publicly-held investment trust company. Christopher Harwood Bernard Mills is director and chief executive of NASCIT and North Atlantic Value acts as manager

     

 

Page 5 of 10


Item 2    (b).    Address of Principal Business Office or, if None, Residence:      
      The principal business address of the Filing Parties is c/o North Atlantic Value, Ryder Court, 14 Ryder Street, London SW1Y 6QB England.

Item 2

   (c).    Citizenship:      
      England

Item 2

   (d).    Title of Class of Securities:      
      Common Stock, par value $0.01 per share

Item 2

   (e).    CUSIP Number:
      672202108

 

Page 6 of 10


Item 3.       If the statement is filed pursuant to Rules 13d-1(b) or 13d-2(b), check whether the person filing is a:      
      Not Applicable.

Item 4.

      Ownership.      
      The aggregate number and percentage of the outstanding Common Stock of the Company beneficially owned by each of the Filing Parties are as follows:

 

Filing Party

  

Aggregate

Number of

Shares:

  

Number

of Shares:

Sole

Power to

Vote

  

Number of

Shares: Shared

Power to Vote

  

Number of

Shares: Sole

or Shared

Power to

Dispose

   Approximate
Percentage*
 

North Atlantic Value

   681,400    0    681,400    681,400    6.3 %

Christopher H.B. Mills

   694,607    13,207    681,400    694,607    6.4 %

NASCIT

   681,400    0    681,400    681,400    6.3 %

* Based on 10,826,078 shares of Common Stock outstanding as of November 1, 2006 which is based on information reported in the Company’s 10-Q for the quarter ended September 30, 2006.

 

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  ¨.

 

Page 7 of 10


Item 6.   

Ownership of More than Five Percent on Behalf of Another Person:

 

North Atlantic Value is the investment manager of NASCIT and as such it has the authority to vote or dispose of the Common Stock. Christopher Harwood Bernard Mills is director and chief executive of NASCIT. Christopher Harwood Bernard Mills is also a partner of North Atlantic Value.

     
Item 7.   

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:

 

Not Applicable.

Item 8.   

Identification and Classification of Members of the Group:

 

See Item 2(a).

     
Item 9.   

Notice of Dissolution of Group:

 

Not Applicable.

     
Item 10.   

Certification:

 

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.

     

 

Page 8 of 10


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: February 6, 2007

 

NORTH ATLANTIC VALUE LLP
By:  

/s/ Nick Pitt-Lewis

Name:   Nick Pitt-Lewis
Title:   Compliance Officer
Executed on behalf of the parties hereto pursuant to the Amended and Restated Joint Filing Agreement, filed herewith.

 

Page 9 of 10


Exhibit Index

The following documents are filed herewith or incorporated herein by reference:

 

Exhibit

 

Page

(99.1) Joint Filing Agreement dated as of October 10, 2001 among the Filing Parties.   Exhibit 99.1 to the Schedule 13G filed on October 10, 2001.
(99.2) Amended and Restated Joint Filing Agreement dated February 10, 2006 among the Filing Parties.   Exhibit 99.2 to the Amendment to Schedule 13G filed on February 10, 2006.