Edgar Filing: UNIVERSAL STAINLESS & ALLOY PRODUCTS INC

sc13g

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

Universal Stainless & Alloy Products, Inc.

(Name of Issuer)

Common Stock, par value $.001

(Title of Class of Securities)

913837100

(CUSIP Number)

June 5, 2018

(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)

[X] Rule 13d-1(c)

[ ] Rule 13d-1(d)

* 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 the disclosures provided in a prior cover page.

The information required in 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).

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.


CUSIP No.		913837100


1	NAMES OF REPORTING PERSONS:

	Minerva Advisors LLC Minerva Group, LP Minerva GP, LP Minerva GP, Inc. David P. Cohen


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:

	Minerva Advisors LLC - Delaware Minerva Group, LP - Delaware Minerva GP, LP - Delaware Minerva GP, Inc. - Pennsylvania David P. Cohen - U.S. Citizen


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER:

			Minerva Advisors LLC* - 239,666 Minerva Group, LP - 239,666 Minerva GP, LP* - 239,666 Minerva GP, Inc.* - 239,666 David P. Cohen* - 239,666 *Each of these reporting persons is deemed a beneficial owner of the 239,666 shares of the Issuer held by Minerva Group, LP.


		6	SHARED VOTING POWER:

			Minerva Advisors LLC - 141,897 David P. Cohen - 141,897 David P. Cohen is deemed a beneficial owner of the 141,897 shares of the Issuer beneficially owned by Minerva Advisors LLC.


		7	SOLE DISPOSITIVE POWER:

			Minerva Advisors LLC* - 239,666 Minerva Group, LP - 239,666 Minerva GP, LP* - 239,666 Minerva GP, Inc.* - 239,666 David P. Cohen* - 239,666 *Each of these reporting persons is deemed a beneficial owner of the 239,666 shares of the Issuer held by Minerva Group, LP.


		8	SHARED DISPOSITIVE POWER:

			Minerva Advisors LLC - 141,897 David P. Cohen - 141,897 David P. Cohen is deemed a beneficial owner of the 141,897 shares of the Issuer beneficially owned by Minerva Advisors LLC.


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	Minerva Advisors LLC* - 381,563 Minerva Group, LP - 239,666 Minerva GP, LP* - 239,666 Minerva GP, Inc.* - 239,666 David P. Cohen* - 381,563 *Each of these reporting persons is deemed a beneficial owner of the 239,666 shares of the Issuer held by Minerva Group, LP. David P. Cohen is also deemed a beneficial owner of the 381,563 shares of the Issuer beneficially owned by Minerva Advisors LLC.


10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	[ ]


11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	Minerva Advisors LLC* - 4.4% Minerva Group, LP - 2.8% Minerva GP, LP* - 2.8% Minerva GP, Inc.* - 2.8% David P. Cohen* - 4.4% *Each of these reporting persons is deemed a beneficial owner of the 2.8% of the shares of the Issuer held by Minerva Group, LP. David P. Cohen is also deemed a beneficial owner of the 4.4% of the shares of the Issuer beneficially owned by Minerva Advisors LLC. Based on a total of 8,689,340 shares of the Issuer's Common Stock outstanding as of July 20, 2018, as reported in the Issuer's Quarterly Report on Form 10-Q for the period ended June 30, 2018.


12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	Minerva Advisors LLC - IA Minerva Group, LP - PN Minerva GP, LP - PN Minerva GP, Inc. - CO David P. Cohen - IN

SCHEDULE 13G


Item 1(a)	Name of Issuer.

	Universal Stainless & Alloy Products, Inc.

Item 1(b)	Address of Issuer's Principal Executive Offices.

	600 Mayer Street Bridgeville, PA 15017

Item 2(a)	Name of Person Filing.

	Minerva Advisors LLC Minerva Group, LP Minerva GP, LP Minerva GP, Inc. David P. Cohen

Item 2(b)	Address of Principal Business Office or, if none, Residence.

	50 Monument Road, Suite 201 Bala Cynwyd, PA 19004

Item 2(c)	Citizenship.

	David P. Cohen is a U.S. Citizen. Minerva Advisors LLC, Minerva Group, LP, and Minerva GP, LP are organized under Delaware law. Minerva GP, Inc. is organized under Pennsylvania law.


Item 2(d)	Title of Class of Securities.

	Common Stock, par value $.001

Item 2(e)	CUSIP Number.

	913837100


Item 3	This statement is not filed pursuant to Rules 13d-1(b), 13d-2(b) or 13d-2(c).


Item 4	Ownership.

	(a)	Amount beneficially owned: Minerva Advisors LLC* - 381,563 Minerva Group, LP - 239,666 Minerva GP, LP* - 239,666 Minerva GP, Inc.* - 239,666 David P. Cohen* - 381,563 *Each of these reporting persons is deemed a beneficial owner of the 239,666 shares of the Issuer held by Minerva Group, LP. David P. Cohen is also deemed a beneficial owner of the 381,563 shares of the Issuer beneficially owned by Minerva Advisors LLC.

	(b)	Percent of Class: Minerva Advisors LLC* - 4.4% Minerva Group, LP - 2.8% Minerva GP, LP* - 2.8% Minerva GP, Inc.* - 2.8% David P. Cohen* - 4.4% *Each of these reporting persons is deemed a beneficial owner of the 2.8% of the shares of the Issuer held by Minerva Group, LP. David P. Cohen is also deemed a beneficial owner of the 4.4% of the shares of the Issuer beneficially owned by Minerva Advisors LLC. Based on a total of 8,689,340 shares of the Issuer's Common Stock outstanding as of July 20, 2018, as reported in the Issuer's Quarterly Report on Form 10-Q for the period ended June 30, 2018.

	(c)	Number of Shares as to which the person has: (i) Sole power to vote or to direct the vote: Minerva Advisors LLC* - 239,666 Minerva Group, LP - 239,666 Minerva GP, LP* - 239,666 Minerva GP, Inc.* - 239,666 David P. Cohen* - 239,666 Each of these reporting persons is deemed a beneficial owner of the 239,666 shares of the Issuer held by Minerva Group, LP. (ii) Shared power to vote or to direct the vote: Minerva Advisors LLC - 141,897 David P. Cohen* - 141,897 *David P. Cohen is deemed a beneficial owner of the 141,897 shares of the Issuer beneficially owned by Minerva Advisors LLC. (iii) Sole power to dispose or to direct the disposition of: Minerva Advisors LLC - 239,666 Minerva Group, LP - 239,666 Minerva GP, LP* - 239,666 Minerva GP, Inc.* - 239,666 David P. Cohen* - 239,666 Each of these reporting persons is deemed a beneficial owner of the 239,666 shares of the Issuer held by Minerva Group, LP. (iv) Shared power to dispose or to direct the disposition of: Minerva Advisors LLC - 141,897 David P. Cohen* - 141,897 **David P. Cohen is deemed a beneficial owner of the 141,897 shares of the Issuer beneficially owned by Minerva Advisors LLC.

Item 5	Ownership of Five Percent or Less of a Class.

	This statement is being filed to report the fact that as of the date hereof the reporting persons have ceased to be the beneficial owner of more than 5 percent of the class of securities.

Item 6	Ownership of More Than Five Percent on Behalf of Another Person.

	Not applicable.

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.

Item 8	Identification and Classification of Members of the Group.

	Not applicable.

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.

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.

MINERVA ADVISORS LLC
Date: July 30, 2018

By:		David P. Cohen, President

		By:		/s/ Beth N. Lowson

				Name: Beth N. Lowson
				Title: Attorney-In-Fact
				The Nelson Law Firm, LLC
				445 Hamilton Avenue
				Suite 1102
				White Plains, NY 10601

MINERVA GROUP, LP
Date: July 30, 2018

By:		MINERVA GP, LP, its General Partner

	By:		MINERVA GP, INC., its General Partner

	By:		David P. Cohen, President

		By:		/s/ Beth N. Lowson

				Name: Beth N. Lowson
				Title: Attorney-In-Fact
				The Nelson Law Firm, LLC
				445 Hamilton Avenue
				Suite 1102
				White Plains, NY 10601

MINERVA GP, LP
Date: July 30, 2018

By:		MINERVA GP, INC., its General Partner

	By:		David P. Cohen, President

		By:		/s/ Beth N. Lowson

				Name: Beth N. Lowson
				Title: Attorney-In-Fact
				The Nelson Law Firm, LLC
				445 Hamilton Avenue
				Suite 1102
				White Plains, NY 10601

MINERVA GP, INC.
Date: July 30, 2018

By:		David P. Cohen

		By:		/s/ Beth N. Lowson

				Name: Beth N. Lowson
				Title: Attorney-In-Fact
				The Nelson Law Firm, LLC
				445 Hamilton Avenue
				Suite 1102
				White Plains, NY 10601

DAVID P. COHEN
Date: July 30, 2018

		By:		/s/ Beth N. Lowson

				Name: Beth N. Lowson
				Title: Attorney-In-Fact
				The Nelson Law Firm, LLC
				445 Hamilton Avenue
				Suite 1102
				White Plains, NY 10601

POWER OF ATTORNEY

The undersigned does hereby constitute and appoint Stephen J. Nelson, Mary Anne Mayo, and Beth N. Lowson, each of The Nelson Law Firm, LLC, One North Broadway, Suite 712, White Plains, NY 10601, signing singly, with full power of substitution, as the true and lawful attorney of the undersigned, and authorizes and designates each of them to sign on behalf of the undersigned, and to file filings and any amendments thereto made by or on behalf of the undersigned in respect of the beneficial ownership of equity securities held by the undersigned, directly, indirectly or beneficially, pursuant to Sections 13(d), 13(f), 13(g) and 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned's responsibilities to comply with Sections 13(d), 13(f), 13(g) or 16 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until withdrawn by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 5th day of February, 2016.


	By:	/s/ David P. Cohen

		David P. Cohen