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Section 1: SC 13G/A (SCHEDULE 13G/A)

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G/A

 

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

 

Electromed, Inc.
(Name of Issuer)
 
Common Stock, par value $0.01 per share
(Title of Class of Securities)
     
  285409 108  
  (CUSIP Number)  
     
  December 31, 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)
  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 on 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).

 

 

 

 

 

 

 

Page 1 of 8 Pages

 

 
 

SCHEDULE 13G

CUSIP No. 285409 108   Page 2 of 8 Pages

 

1 names of reporting persons
 

G & J Winn Family LLLP

 

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
     USA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5    sole voting power
     446,303
6    shared voting power
     0
7    sole dispositive power
     446,303
  8    shared dispositive power
         0
9    aggregate amount beneficially owned by each reporting person
     446,303
10    check if the aggregate amount in row (9) excludes certain shares (see instructions) ☐ 
   
11    percent of class represented by amount in row (9)
     5.3%
12    type of reporting person (see instructions)
     PN
         

 

 

 

 
 

SCHEDULE 13G

CUSIP No. 285409 108   Page 3 of 8 Pages

 

1 names of reporting persons
 

Dr. George H. Winn

 

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
     USA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5    sole voting power
     161,588
6    shared voting power
     446,303
7    sole dispositive power
     161,588
  8    shared dispositive power
         446,303
9    aggregate amount beneficially owned by each reporting person
     607,891
10    check if the aggregate amount in row (9) excludes certain shares (see instructions) ☐ 
   
11    percent of class represented by amount in row (9)
     7.3%
12    type of reporting person (see instructions)
     IN
         

 

 

 
 

SCHEDULE 13G

CUSIP No. 285409 108   Page 4 of 8 Pages

 

1 names of reporting persons
 

Joan C. Winn

 

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
     USA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5    sole voting power
     0
6    shared voting power
     446,303
7    sole dispositive power
     0
  8    shared dispositive power
         446,303
9    aggregate amount beneficially owned by each reporting person
     446,303
10    check if the aggregate amount in row (9) excludes certain shares (see instructions) ☐ 
   
11    percent of class represented by amount in row (9)
     5.3%
12    type of reporting person (see instructions)
     IN
         

 

 
 
Item 1(a) Name of Issuer:
   
  Electromed, Inc.
   
Item 1(b) Address of Issuer’s Principal Executive Offices:
   
  500 Sixth Avenue NW
  New Prague, MN 56071

 

Item 2(a) Name of Person Filing:
     
  (i) G & J Winn Family LLLP, a Minnesota limited liability limited partnership, with respect to the common stock held directly by it.
     
  (ii) Dr. George H. Winn, an individual, with respect to the common stock directly by him individually and with respect to the stock held directly by the G & J Winn Family LLLP, a Minnesota limited liability limited partnership, of which he is a general partner.
     
  (iii) Joan C. Winn, an individual, with respect to the stock held directly by the G & J Winn Family LLLP, a Minnesota limited liability limited partnership, of which she is a general partner.

 

Item 2(b) Address of Principal Business Office or, if None, Residence:
   
  The principal business address of each reporting person is:
   
  27541 Country Hollows Lane
  New Prague, Minnesota 56071
   
Item 2(c) Citizenship:
   
  USA
   
Item 2(d) Title of Class of Securities:
   
  Common Stock, par value $0.01 per share, of Electromed, Inc.
   
Item 2(e) CUSIP Number:
   
  285409 108
   
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.
  (b) Bank as defined in Section 3(a)(6) of the Act.
  (c) Insurance company as defined in Section 3(a)(19) of the Act.
  (d) Investment company registered under Section 8 of the Investment Company Act of 1940.
  (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 association as defined in Section 3(b) of the Federal Deposit Insurance Act.
  (i) A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.
  (j) A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
  (k) Group, in accordance with § 240.13d-1(b)(1)(ii)(K).

 

Page 5 of 8

 
 

 

  If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: Not applicable
   
Item 4 Ownership
   
  See Cover Page, Items 5 through 11.
   
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 .
   
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 Certifications:
   
  Not applicable.

 

 

Page 6 of 8

 
 

EXHIBITS

 

Joint Filing Agreement, dated January 14, 2019, by and among the G&J Winn Family LLLP, George H. Winn, and Joan C. Winn.

 

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.

 

 

Dated:  January 14, 2019    
     
  G & J Winn Family LLLP  
     
       
       
    BY: /s/ George H. Winn  
      George H. Winn, General Partner  
         
         
    BY: /s/ Joan  C. Winn  
      Joan C. Winn, General Partner  
     
     
  /s/ George H. Winn  
  George H. Winn  
     
     
  /s/ Joan  C. Winn  
  Joan C. Winn  

 

 

Page 7 of 8

 
 

Agreement to Make Joint Filing Statement

 

The undersigned hereby agree to file a joint Schedule 13G/A with respect to the interests of the undersigned in Electromed, Inc. and that the Schedule 13G/A to which this Agreement is attached has been filed on behalf of each of the undersigned.

 

Dated: January 14, 2019    
     
  G & J Winn Family LLLP  
     
       
       
    BY: /s/ George H. Winn  
      George H. Winn, General Partner  
         
         
    BY: /s/ Joan  C. Winn  
      Joan C. Winn, General Partner  
     
     
  /s/ George H. Winn  
  George H. Winn  
     
     
  /s/ Joan  C. Winn  
  Joan C. Winn  

 

 

 

 

Page 8 of 8

 

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