UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
Washington,D.C. 20549
SCHEDULE13G
Underthe Securities Exchange Act of 1934
(AmendmentNo. )*
FAROTECHNOLOGIES, INC.
(Nameof Issuer)
CommonStock, $0.001 Par Value
(Titleof Class of Securities)
311642102
(CUSIPNumber)
September30, 2024
(Dateof Event Which Requires Filing of this Statement)
Checkthe appropriate box to designate the rule pursuant to which this Schedule 13G 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 subjectclass of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior coverpage.
Theinformation required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shallbe subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 311642102 | |
| (1) Names of Reporting Persons | |
| | Harvey Partners, LLC | |
| (2) Check the Appropriate Box if a Member of a Group | (a) ☐ |
| | (b) ☐ |
| | |
| (3) SEC Use Only | |
| (4) Citizenship or Place of Organization | |
| | Delaware, United States | |
| Number of Shares Beneficially Owned By Each Reporting Person With |
| | (5) Sole Voting Power: | 1,006,000* | |
| | (6) Shared Voting Power: | 0* | |
| | (7) Sole Dispositive Power: | 1,006,000* | |
| | (8) Shared Dispositive Power: | 0* | |
| (9) Aggregate Amount Beneficially Owned by Each Reporting Person |
| | 1,006,000* |
| (10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions): |
| | ☐ |
| (11) Percent of Class Represented by Amount in Row (9) |
| | 5.2%* |
| (12) Type of Reporting Person |
| | IA |
*See Item 4 for additional information.
Item1(a). Name Of Issuer:
FaroTechnologies, Inc. (the “Company”)
Item1(b). Address of Issuer’s Principal Executive Offices:
125Technology Park
LakeMary, Florida 32746
Item2(a). Name of Person Filing:
Thisreport on Schedule 13G is being filed by Harvey Partners, LLC, a Delaware limited liability company (the “Reporting Person”).
Item2(b). Address of Principal Business Office or, if None, Residence:
120White Plains Road
Suite430
Tarrytown,NY 10591
Item2(c). Citizenship:
HarveyPartners, LLC, a Delaware limited liability company.
Item2(d). Title of Class of Securities:
CommonStock, par value $0.001 per share (the “Common Stock”).
Item2(e). CUSIP No.:
311642102
Item3. 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 (15 U.S.C. 78o); |
| | |
| (b) | ☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| | |
| (c) | ☐ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| | |
| (d) | ☐ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a–8); |
| | |
| (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 associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| | |
| (i) | ☐ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a–3); |
| | |
| (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). If filing as a non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J), please specify the type of institution: _______ |
Item4. Ownership:
| (a) | Amount Beneficially Owned: | 1,006,000* |
| (b) | Percent of Class: | 5.2%* |
| (c) | Number of Shares as to which such person has: | |
| | (i) | sole power to vote or to direct the vote: | 1,006,000* |
| | (ii) | shared power to vote or to direct the vote: | 0* |
| | (iii) | sole power to dispose or to direct the disposition of: | 1,006,000* |
| | (iv) | shared power to dispose or to direct the disposition of: | 0* |
*Basedon the information set forth in the Quarterly Report on Form 10-Q of the Company filed with the Securities and Exchange Commission onAugust 8, 2024, there were 19,496,573 shares of the Company’s Common Stock outstanding as of August 5, 2024. As of September 30,2024, Harvey SMidCap Fund, LP, a Delaware limited partnership (“SMidCap Fund”), held 66,019 shares of Common Stock and HarveyMaster Fund, L.P., a Cayman Islands exempted limited partnership (“Master Fund”), held 38,927 shares of Common Stock. TheReporting Person is the investment manager of SMidCap Fund and Master Fund, and as such, possesses the sole power to vote and the solepower to direct the disposition of all securities of the Company held by SMidCap Fund and Master Fund. As of September 30, 2024, theReporting Person held 901,054 shares of Common Stock in managed accounts. James A. Schwartz and Jeffrey C. Moskowitz, the Managing Membersof the Reporting Person, share voting and investment power with respect to all securities beneficially owned by the Reporting Person.As a result of the foregoing, for purposes of Reg. Section 240.13d-3, the Reporting Person is deemed to beneficially own 1,006,000 sharesof Common Stock, or 5.16% of the Common Stock deemed issued and outstanding as of September 30, 2024.
Asof September 30, 2024, the Reporting Person is deemed to have sole dispositive authority over 1,006,000 shares of Common Stock and solevoting authority over 1,006,000 shares of Common Stock.
Item5. Ownership of Five Percent or Less of a Class:
Ifthis statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the owner of more thanfive percent of the class of securities, check the following: [ ]
Item6. Ownership of More Than Five Percent on Behalf of Another Person:
NotApplicable.
Item7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company orControl Person:
NotApplicable.
Item8. Identification and Classification of Members of the Group:
NotApplicable.
Item9. Notice of Dissolution of Group:
NotApplicable.
Item10. Certification:
Bysigning below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held inthe ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencingthe control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transactionhaving that purpose or effect.
SIGNATURE
Afterreasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, completeand correct.
| November 14, 2024 | |
| | | |
| HARVEY PARTNERS, LLC | |
| | | |
| | | |
| By: | /s/ Jeffrey C. Moskowitz | |
| Name: | Jeffrey C. Moskowitz | |
| Title: | Managing Member | |
Attention:Intentional misstatements or omissions of fact constitute
Federalcriminal violations (See 18 U.S.C. 1001)
