UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D

 
Under the Securities Exchange Act of 1934
(Amendment No. 4)*

GULF ISLAND FABRICATION, INC.
(Name of Issuer)

Common Stock, No Par Value
(Title of Class of Securities)


402307102
(CUSIP Number)

Garrett Lynam
Kokino LLC
201 Tresser Boulevard, 3rd Floor
Stamford, CT 06901
(203) 595-4552
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
November 19, 2019
(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 ☒
 
* 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 (the "Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.
 

 
CUSIP No. 402307102
             SCHEDULE 13D
Page 2 of 5 Pages

1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 

Piton Capital Partners LLC
47-3106673
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
 
(b)
☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
1,798,362 shares of Common Stock (1)
 
 
 
 
8
SHARED VOTING POWER
 
 
-0-
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
1,798,362 shares of Common Stock (1)
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
-0-
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
1,798,362 shares of Common Stock (1)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
11.8% of outstanding shares of Common Stock (2)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 


(1) See Item 2 and Item 5.
(2) This calculation is based upon 15,263,170 shares of common stock outstanding as of November 5, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q for the period ended September 30, 2019, filed on November 5, 2019 (File No.: 001-34279).
 

CUSIP No. 402307102
 SCHEDULE  13D
Page 3 of 5Pages
 
Preliminary Note. Pursuant to Rule 13d-2 promulgated under the Act, this amendment to Schedule 13D (this “Amendment No. 4”) amends the Schedule 13D filed on March 22, 2018 (the “Original Schedule 13D”), as amended on April 6, 2018 (“Amendment No. 1”), on April 25, 2018 (“Amendment No. 2”) and on November 6, 2018 (“Amendment No. 3”).  The Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3 and this Amendment No. 4 are collectively referred to herein as the “Schedule 13D”.  Capitalized terms used but not defined in this Amendment No. 4 shall have the meanings given to them in the Original Schedule 13D (as amended by Amendment No. 1, Amendment No. 2 and Amendment No. 3).  The Original Schedule 13D (as amended by Amendment No. 1, Amendment No. 2 and Amendment No. 3) remains in full force and effect, except as specifically amended by this Amendment No. 4.
Item 3.
Source and Amount of Funds or Other Consideration.
The first paragraph in the response to Item 3 of the Schedule 13D is hereby amended and restated to read as follows:
As of November 21, 2019, the Reporting Person had purchased an aggregate of 1,798,362 Shares over the course of various prior purchases totaling approximately $17,164,817.49.
Item 4.
Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following paragraph at the end of Item 4:
The Reporting Person has increased its investment in the Company as described in this Schedule 13D.  The Reporting Person’s acquisition of additional Shares will be subject to the Cooperation Agreement and will depend on Mr. Averick’s perception of overall market conditions, other investment opportunities available to the Reporting Person and the availability of Shares at prices that would make the purchase of Shares desirable.
Item 5.
Interest in Securities of the Issuer.
The response to Item 5 of the Schedule 13D is hereby amended and restated in its entirety to read as follows:
CUSIP No. 402307102
 SCHEDULE 13D
Page 4 of 5 Pages
 

   
Shares Beneficially Owned by Reporting Person1
Percent of Class2
(a) and (b)
Sole Voting Power
1,798,362
11.8%
 
Shared Voting Power
-0-
0%
 
Sole Dispositive Power
1,798,362
11.8%
 
Shared Dispositive Power
-0-
0%
 
Aggregate Voting and Dispositive Power
1,798,362
11.8%
       


1 The Reporting Person is a pooled investment vehicle formed for the benefit of a single family and certain “key employees” (as defined in the Family Office Rule) of Kokino.  The Reporting Person is managed by its managing member, PCM.  PCM is in turn managed by its managing member, Kokino.  Additionally, Kokino is the trading manager of the Reporting Person, and in that capacity Kokino acts on behalf of the Reporting Person as an agent.  Robert Averick, in his capacity as an employee of Kokino, manages the Reporting Person’s investment in the Shares. PCM and Kokino are each a “family office” (as defined in the Family Office Rule) of the same family, and any voting power or investment power PCM, Kokino or Mr. Averick may hold over the Shares is ultimately attributed to the Reporting Person reporting on this Schedule 13D.

2 This calculation is based upon 15,263,170 shares of common stock outstanding as of November 5, 2019, as reported in the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2019, filed on November 5, 2019 (File No.: 001-34279).
 

 (c)
Information concerning transactions in the Shares effected by the Reporting Person during the past sixty days is set forth below. All such transactions were effected in the open market through various brokerage entities, and the reported price per share excludes brokerage commissions.  The Reporting Person undertakes to provide upon request by the SEC staff full information regarding the number of Shares purchased or sold at each separate price.
Trade Date
Shares Purchased (Sold)
Weighted Average Price Per Share ($)
Max Price Per Share ($)
Min Price Per Share ($)
11/19/19
15,152
4.4323
4.47
4.42
11/20/19
33,952
4.4972
4.50
4.475
11/21/19
249,258
4.5232
4.75
4.40


(d)
Except as described in this Schedule 13D (including Item 2(a) and the footnotes to Items 5(a) and 5(b)), to the knowledge of the Reporting Person, only the Reporting Person has the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares reported on this Schedule 13D.
(e) Not applicable.
CUSIP No. 402307102
 SCHEDULE 13D
Page 5 of 5 Pages
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:  November 21, 2019
 
 
Piton Capital Partners LLC
 
By: Piton Capital Management LLC, its managing member
 
By: Kokino LLC, its managing member
 
 
 
By:
 
 
/s/ Douglas Kline
   
Name: Douglas Kline
Title: Chief Operating Officer