UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 2)*, **
Under the Securities Exchange Act of 1934
DYNASIL CORPORATION OF AMERICA
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(Name of Issuer)
Common Stock, par value $0.0005 per share
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(Title of Class of Securities)
268102100
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(CUSIP Number)
Peter Sulick
313 Washington Street, Suite 403
Newton, Massachusetts 02458
617-668-6855
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 18, 2018
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(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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box ___
Note: Schedules filed in paper format shall include a
signed original and five copies of the schedule, including
all exhibits. See Sections 240.13d-7 for other parties to whom
copies are to be sent.
* 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.
**This form, originally filed 12/19/18, is being re-filed to
show Peter Sulick as the filer rather than Dynasil Corporation
of America, which is the subject company.
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).
(Continued on the following pages)
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1 NAMES OF REPORTING PERSON
Peter Sulick
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see
instructions)
(a) ____
(b) ____
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (see instructions)
PF
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) ____
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF SHARES 7 SOLE VOTING POWER 2,778,730
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER 0
EACH REPORTING 9 SOLE DISPOSITIVE POWER 2,778,730
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,778,730
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (see instructions)
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
16.0% (1)
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14 TYPE OF REPORTING PERSON (See Instructions)
IN
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(1) Percentage calculations based on 17,381,643 shares of Dynasil
Common Stock outstanding as of December 17, 2018
Item 1. Security and Issuer
This Amendment No. 2 to the Statement on Schedule 13D (this
"Amendment No. 2") is being filed with the Securities and
Exchange Commission with respect to the common stock, par
value $0.0005 per share (the "Common Stock"), of Dynasil
Corporation of America, a Delaware corporation ("Dynasil")
to amend and supplement the Statement on Schedule 13D filed
by Peter Sulick ("Mr. Sulick") on September 30, 2009 (the
"Original Schedule 13D"), as previously amended by
Amendment No. 1 to the Original Schedule 13D filed on April
13, 2015 ("Amendment No. 1" and collectively with the
Original Schedule 13D, the "Schedule 13D"), as specifically
set forth herein. All capitalized terms contained herein
but not otherwise defined shall have the meanings ascribed
to such terms in the Schedule 13D. Except as set forth
below, all previous Items are unchanged.
Dynasil's principal executive offices are located at 313
Washington Street, Suite 403, Newton, Massachusetts 02458.
Dynasil's telephone number is (617) 668-6855.
Item 2. Identity and Background
Item 2 is hereby amended and restated in its entirety as
follows:
This Statement is filed by Peter Sulick ("Mr. Sulick").
Mr. Sulick is an individual and citizen of the United
States. Mr. Sulick's principal occupation is Chairman,
CEO, and President of Dynasil. Mr. Sulick's business
address is 313 Washington Street, Suite 403, Newton,
Massachusetts 02458.
During the last five years, Mr. Sulick has not been (a)
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (b) a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 is hereby amended and restated in its entirety as
follows:
The source and amount of funds used by Mr. Sulick to
acquire the 1,755,000 shares of Common Stock as described
in Item 5 below were Mr. Sulick's personal funds in the
amount of $1,450,000 and his compensation for service as a
Director, President and CEO of Dynasil in the amount of
$415,588.
Item 4. Purpose of the Transaction
Item 4 is hereby amended and restated in its entirety as
follows:
The purposes of the acquisition transactions were to (1)
compensate Mr. Sulick for his services as a Director,
President and CEO of Dynasil, under policies described in
Dynasil's Proxy Statement pursuant to Section 14(a) of the
Securities Exchange Act of 1934, (2) permit Mr. Sulick to
acquire a significant equity position in Dynasil in
connection with his role as Director, President and CEO of
Dynasil, and (3) increase Mr. Sulick's personal investment
in Dynasil. The purpose of Mr. Sulick's dispositive
transactions was estate planning.
Mr. Sulick may acquire additional securities of Dynasil in
the future for investment purposes. Mr. Sulick does not
have any plans or proposals that relate to or would result
in any of the transactions described in subparagraphs (b)
through (j) of Item 4 to Schedule 13D, but reserves the
right to engage in such transactions in the future.
Item 5. Interest in Securities of the Issuer
The disclosure in the Schedule 13D made pursuant to Items
5(a) and 5(b) is hereby amended and restated in its
entirety as follows:
Mr. Sulick beneficially owns 16.0% of the issued and outstanding
shares of Common Stock, based on 17,381,643 shares of Common
Stock issued and outstanding as of December 18, 2018.
Mr. Sulick has the sole power to vote or to direct the vote
and sole power to dispose or direct the disposition of
2,778,730 shares of Common Stock beneficially owned by him.
The disclosure in the Schedule 13D made pursuant to Item
5(c) is hereby supplemented with the following:
Below is a summary of historical transactions by Mr. Sulick
with respect to the Common Stock that have occurred since
the filing date of Amendment No. 1. All of the
transactions described herein were reported by Mr. Sulick
on Section 16 filings on Form 4.
* On December 18, 2018, Mr. Sulick purchased 1,450,000
shares of Common Stock, at a price of $1.00 per share,
from the Gerald Entine 1988 Family Trust in a private
transaction.
* Mr. Sulick received the following awards of Common
Stock as equity compensation for his service as a
director and the President and CEO of Dynasil: 40,000
shares awarded on May 19, 2015; 20,000 awarded on
August 17, 2015; 20,000 shares awarded on December 23,
2015; 40,000 shares awarded on February 18, 2016;
20,000 shares awarded on May 18, 2016, 20,000 shares
awarded on August 17, 2016; 20,000 shares awarded on
January 9, 2017; 16,250 shares awarded on March 1,
2017; 16,250 shares awarded on May 31, 2017; 16,250
shares awarded on August 29, 2017; 16,250 shares
awarded on January 8, 2018; 20,000 shares awarded on
March 1, 2018; 20,000 shares awarded on May 30, 2018;
and 20,000 shares awarded on August 29, 2018.
* Mr. Sulick gifted the following shares of Common Stock
to two irrevocable trusts for the benefit of Mr.
Sulick's children and grandchildren: 40,000 shares
gifted on December 28, 2015; 37,500 shares gifted on
January 4, 2016; 96,930 shares gifted on December 1,
2017; 103,500 shares gifted on January 2, 2018; and
125,000 shares gifted on November 12, 2018. These
irrevocable trusts have Mr. Sulick's family members as
trustees. Mr. Sulick disclaims beneficial ownership of
these securities.
Except as set forth above, there have been no transactions
with respect to the Common Stock during the sixty days
prior to the date hereof by Mr. Sulick.
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.
Date: December 19, 2018 /s/ Peter Sulick
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Peter Sulick