UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Smith-Midland Corporation
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
832156103
(CUSIP Number)
April 12, 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 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).
| Schedule 13G | Page 2 of 7 Pages | |
| CUSIP NO. 832156103 | ||
| 1. | Names of Reporting Persons
Henry Partners, L.P. | |||||
| 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
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power
* | ||||
| 6. | Shared Voting Power
* | |||||
| 7. | Sole Dispositive Power
* | |||||
| 8. | Shared Dispositive Power
* | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
Henry Partners, L.P. – * | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)*
* | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| * | See Item 5 herein – less than 5%. |
| Schedule 13G | Page 3 of 7 Pages | |
| CUSIP NO. 832156103 | ||
| 1. | Names of Reporting Persons
Matthew Partners, L.P. | |||||
| 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
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power
* | ||||
| 6. | Shared Voting Power
* | |||||
| 7. | Sole Dispositive Power
* | |||||
| 8. | Shared Dispositive Power
* | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
* | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)*
* | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| * | See Item 5 herein – less than 5%. |
| Schedule 13G | Page 4 of 7 Pages | |
| CUSIP NO. 832156103 | ||
| 1. | Names of Reporting Persons
Henry Investment Trust, L.P. | |||||
| 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
Pennsylvania | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power
* | ||||
| 6. | Shared Voting Power
* | |||||
| 7. | Sole Dispositive Power
* | |||||
| 8. | Shared Dispositive Power
* | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person*
* | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
* | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| * | See Item 5 herein – less than 5%. |
| Schedule 13G | Page 5 of 7 Pages | |
| CUSIP NO. 832156103 | ||
| 1. | Names of Reporting Persons
David W. Wright | |||||
| 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
Pennsylvania | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power
* | ||||
| 6. | Shared Voting Power
* | |||||
| 7. | Sole Dispositive Power
* | |||||
| 8. | Shared Dispositive Power
* | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person*
* | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
* | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| * | See Item 5 herein – less than 5%. |
| Schedule 13G | Page 6 of 7 Pages | |
| CUSIP NO. 832156103 | ||
| Item 1.(a) | Name of Issuer: | |||
| Smith-Midland Corporation | ||||
| Item 1.(b) | Address of Issuer’s Principal Executive Offices: | |||
| 5119 Catlett Road, P.O. Box 300 | ||||
| Midland, VA 22728 | ||||
| Item 2.(a) | Name of Person Filing: | |||
| (1) | Henry Partners, L.P. | |||
| (2) | Matthew Partners, L.P. | |||
| (3) | Henry Investment Trust, L.P. | |||
| (4) | David W. Wright | |||
| Item 2.(b) | Address of Principal Business Office or, if none, Residence: | |||
| (1) | 255 South 17th Street, Suite 1102 | |||
| Philadelphia, PA 19103 | ||||
| (2) | 255 South 17th Street, Suite 1102 | |||
| Philadelphia, PA 19103 | ||||
| (3) | 255 South 17th Street, Suite 1102 | |||
| Philadelphia, PA 19103 | ||||
| (4) | 255 South 17th Street, Suite 1102 | |||
| Philadelphia, PA 19103 | ||||
| Item 2.(c) | Citizenship: | |||
| (1) | Delaware | |||
| (2) | Delaware | |||
| (3) | Pennsylvania | |||
| (4) | Pennsylvania | |||
| Item 2.(d) | Title of Class of Securities: | |||
| Common Stock, par value $.01 per share | ||||
| Item 2.(e) | CUSIP Number: | |||
| 832156103 | ||||
| Item 3. | 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. ☒ | ||||
| Schedule 13G | Page 7 of 7 Pages | |
| CUSIP NO. 832156103 | ||
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.
| HENRY PARTNERS, L.P. by its General Partner, | ||||||
| HENRY INVESTMENT TRUST, L.P., by its | ||||||
| General Partner, CANINE PARTNERS, LLC | ||||||
| Date: April 26, 2018 | By: | /s/ David W. Wright | ||||
| David W. Wright, | ||||||
| President | ||||||
| MATTHEW PARTNERS, L.P. by its General Partner, | ||||||
| HENRY INVESTMENT TRUST, L.P., by its | ||||||
| General Partner, CANINE PARTNERS, LLC | ||||||
| Date: April 26, 2018 | By: | /s/ David W. Wright | ||||
| David W. Wright, | ||||||
| President | ||||||
| HENRY INVESTMENT TRUST, L.P., by its | ||||||
| General Partner, CANINE PARTNERS, LLC | ||||||
| Date: April 26, 2018 | By: | /s/ David W. Wright | ||||
| David W. Wright, | ||||||
| President | ||||||
| Date: April 26, 2018 | /s/ David W. Wright | |||||
| David W. Wright | ||||||