Amendment: SEC Form SC 13D/A filed by Electromed Inc.

Source of Funds (See Instructions)

SC/PF

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

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Citizenship or Place of Organization

USA

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With:

Sole Voting Power

303,094

Shared Voting Power

28,989

Sole Dispositive Power

303,094

Shared Dispositive Power

28,989

Aggregate Amount Beneficially Owned by Each reporting person

332,083

Percent of Class Represented by Amount in Row (11) 

3.93%⁽¹⁾

Type of reporting person (See Instructions)

IN

(a) The person filing this Schedule 13D is Kathleen S. Skarvan

(b) Business address: 500 Sixth Avenue NW, New Prague, MN 56071

(c) Principal occupation: Retired

(d) Criminal proceedings: The Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) The Reporting Person has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which the Reporting Person 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.

(f) The Reporting person is a citizen of the United States of America.

Item 4 is hereby amended and supplemented as follows:

On November 18, 2024, the Reporting Person sold 42,453 shares of Common Stock held directly with an average price of $28.1641. On November 19, 2024 the Reporting Person sold 50,602 shares of Common Stock held directly and 56,945 shares of Common Stock held indirectly at average prices of $27.9221 and $27.9706, respectively. These sales of shares reported are part of the Reporting Person’s disciplined, long-term strategy to support personal initiatives for portfolio diversification and individual financial and retirement planning. This approach is not indicative of any current change in the Reporting Person’s outlook on the Issuer’s potential. As a result of these transactions, the Reporting Person’s ownership in the Issuer fell below the 5% threshold and the Reporting Person will not file future amendments unless required to do so. 

(a)    The Reporting Person is deemed to beneficially own an aggregate of 332,083 shares of Common Stock, as follows (i) 52,394 shares of Common Stock and (ii) options to purchase 250,700 shares of Common Stock under the Issuer’s equity incentive plans, which represents beneficial ownership of approximately 3.93% of the Common Stock. The percentage is based upon 8,458,005 shares of common stock outstanding as of November 7, 2024, as reported by the Issuer in its latest Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 12, 2024.

Does not include 9,600 shares underlying options to purchase Common Stock, which were issued to the Reporting Person under the Issuer’s 2017 Omnibus Incentive Plan, as they are not scheduled to vest within 60 days of the date of this Schedule 13D.

(b)    The Reporting Person has sole power to vote and dispose of 303,094 shares and all of the shares underlying options, as identified in Item 5(a).

The Reporting Person has shared power to vote and dispose of 28,989 shares held by a trust, of which the Reporting Person is a co-trustee and beneficiary.

(c)    No transactions in the securities of the Issuer were effected by the Reporting Person during the past sixty days.

(d)    Except as described herein with respect to indirect holdings by the Reporting Person, the Reporting Person does not know of any other person having the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of any of the securities described herein.

(e)    On November 19, 2024, the Reporting Person ceased being a holder of 5% or more of the outstanding shares of the Issuer’s Common Stock.

The information contained in Items 2, 3, 4 and 5 of this Schedule 13D is incorporated by reference herein.

To the best knowledge of the Reporting Person, except as set forth herein in this Schedule 13D, there are no other contracts, arrangements, understandings or relationships (legal or otherwise), including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, between the Reporting Person, and any other person, with respect to any securities of the Issuer, including any securities pledged or otherwise subject to a contingency the occurrence of which would give another person voting power or investment power over such securities other than standard default and similar provisions contained in loan agreements.