TURN: Investor Group Discloses 5.7% Stake in New Schedule 13D/A

[SCHEDULE 13D/A] 180 Degree Capital Corp. SEC Filing

Filing Impact

(Low)

Filing Sentiment

(Neutral)

Form Type

SCHEDULE 13D/A

Rhea-AI Filing Summary

Schedule 13D/A (Amendment No. 2) 鈥� 180 Degree Capital Corp. (NASDAQ: TURN)

On 07/11/2025 a group of eight related investors filed an amended Schedule 13D disclosing collective beneficial ownership of 565,525 common shares, or approximately 5.7% of TURN鈥檚 10,000,141 shares outstanding (as of 01/15/2025). The filing formally aligns the parties under an Amended & Restated Group Agreement (Exhibit 99.2) and updates source-of-funds, ownership and transaction data.

Group composition: (i) Marlton Partners, L.P. (168,685 sh; 1.7%); (ii) its manager Marlton, LLC; (iii) James C. Elbaor; (iv) ATG Fund II LLC (300,004 sh; 3.0%); (v) its manager ATG Capital Management, LLC; (vi) Gabriel D. Gliksberg (individually 78,799 sh; total 3.8% when combined with ATG holdings); (vii) Aaron T. Morris (10,670 sh; 0.1%); and (viii) Andrew M. Greenberg (10,000 sh; 0.1%).

Capital deployed: Aggregate purchase costs were disclosed for each holder 鈥� e.g., Marlton Partners invested roughly $628.8 k, ATG Fund II ~$993.9 k and Mr. Gliksberg ~$303.5 k 鈥� funded mainly with working capital or personal funds (some purchases may involve brokerage margin).

Control attributes: Voting and dispositive power are largely shared within each sub-group (Marlton group and ATG group). No reporting person has been subject to criminal or civil securities violations in the past five years.

The Schedule 13D/A does not outline specific strategic intentions but signals that an organized investor group now meets the >5% reporting threshold, potentially providing them influence over future corporate actions.

Schedule 13D/A (靾橃爼鞎� 2) 鈥� 180 Degree Capital Corp. (NASDAQ: TURN)

2025雲� 7鞗� 11鞚�, 甏€霠� 韴瀽鞛� 8氇呾溂搿� 甑劚霅� 攴鸽９鞚� 靾橃爼霅� Schedule 13D毳� 鞝滌稖頃橃棳齑� 565,525欤检潣氤错喌欤茧ゼ歆戨嫧鞝侅溂搿� 氤挫湢頃橁碃鞛堨潓鞚� 瓿店皽頄堨溂氅�, 鞚措姅 2025雲� 1鞗� 15鞚� 旮办 TURN鞚� 氚滍枆欤检嫕 10,000,141欤检潣鞎� 5.7%鞐� 頃措嫻頃╇媹雼�. 鞚� 鞝滌稖鞚€ 靾橃爼氚� 鞛瀾靹彪悳攴鸽９瓿勳暯靹�(歃濌卑鞛愲 99.2) 頃橃棎雼轨偓鞛愲摛鞚� 瓿奠嫕鞝侅溂搿� 鞝曤牞頃橁碃鞛愱笀於滌矘, 靻岇湢甓� 氚� 瓯半灅雿办澊韯半ゼ鞐呺嵃鞚错姼頃╇媹雼�.

攴鸽９甑劚: (i) Marlton Partners, L.P. (168,685欤�; 1.7%); (ii) 攴� 毵る媹鞝€ Marlton, LLC; (iii) James C. Elbaor; (iv) ATG Fund II LLC (300,004欤�; 3.0%); (v) 攴� 毵る媹鞝€ ATG Capital Management, LLC; (vi) Gabriel D. Gliksberg (臧滌澑氤挫湢 78,799欤�; ATG 氤挫湢鞕€ 頃╈偘鞁� 齑� 3.8%); (vii) Aaron T. Morris (10,670欤�; 0.1%); (viii) Andrew M. Greenberg (10,000欤�; 0.1%).

韴瀽鞛愲掣: 臧� 氤挫湢鞛愳潣齑� 毵れ瀰牍勳毄鞚� 瓿店皽霅橃棃鞙茧┌, 鞓堧ゼ霌れ柎 Marlton Partners電� 鞎� 62毵� 8,800雼煬, ATG Fund II電� 鞎� 99毵� 3,900雼煬, Gliksberg 鞌姅鞎� 30毵� 3,500雼煬毳� 韴瀽頄堨溂氅�, 欤茧 鞖挫爠鞛愲掣霕愲姅臧滌澑鞛愱笀鞙茧 臁半嫭霅橃棃瓿� 鞚茧秬毵れ瀰鞚€ 欷戧皽毵堨鞚� 韽暔頃� 靾� 鞛堨姷雼堧嫟.

韱奠牅甓岉暅: 韴憸甓� 氚� 觳橂秳甓岇潃臧� 頃橃渼攴鸽９(Marlton 攴鸽９瓿� ATG 攴鸽９) 雮挫棎靹� 欤茧 瓿奠湢霅╇媹雼�. 歆€雮� 5雲勱皠氤搓碃雽€靸侅瀽電� 順曥偓霕愲姅氙检偓歃濌秾鞙勲皹靷嫟鞚� 鞐嗢姷雼堧嫟.

Schedule 13D/A電� 甑泊鞝侅澑鞝勲灥鞝� 鞚橂弰毳� 氇呾嫓頃橃 鞎婌晿鞙茧倶, 臁办霅� 韴瀽鞛� 攴鸽９鞚� 5% 鞚挫儊鞚� 氤搓碃旮办鞚� 於╈”頃橃棳頄ロ泟旮办梾頇滊彊鞐� 鞓來枼鞚� 氙胳範臧€電レ劚鞚� 鞁滌偓頃╇媹雼�.

Schedule 13D/A (Amendement n掳 2) 鈥� 180 Degree Capital Corp. (NASDAQ : TURN)

Le 11/07/2025, un groupe de huit investisseurs li茅s a d茅pos茅 un Schedule 13D modifi茅 r茅v茅lant une propri茅t茅 b茅n茅ficiaire collective de 565 525 actions ordinaires, soit environ 5,7 % des 10 000 141 actions en circulation de TURN (au 15/01/2025). Le d茅p么t formalise l鈥檃lignement des parties sous un Accord de Groupe Amend茅 et R茅vis茅 (Exhibit 99.2) et met 脿 jour les informations sur les sources de fonds, la propri茅t茅 et les transactions.

Composition du groupe : (i) Marlton Partners, L.P. (168 685 actions ; 1,7 %) ; (ii) son gestionnaire Marlton, LLC ; (iii) James C. Elbaor ; (iv) ATG Fund II LLC (300 004 actions ; 3,0 %) ; (v) son gestionnaire ATG Capital Management, LLC ; (vi) Gabriel D. Gliksberg (individuellement 78 799 actions ; total de 3,8 % combin茅 avec les participations d鈥橝TG) ; (vii) Aaron T. Morris (10 670 actions ; 0,1 %) ; et (viii) Andrew M. Greenberg (10 000 actions ; 0,1 %).

Capital d茅ploy茅 : Les co没ts d鈥檃chat agr茅g茅s ont 茅t茅 divulgu茅s pour chaque d茅tenteur 鈥� par exemple, Marlton Partners a investi environ 628,8 k$, ATG Fund II environ 993,9 k$ et M. Gliksberg environ 303,5 k$ 鈥� financ茅s principalement par des fonds de roulement ou personnels (certaines acquisitions peuvent avoir impliqu茅 un effet de levier en courtage).

Attributs de contr么le : Le pouvoir de vote et de disposition est largement partag茅 au sein de chaque sous-groupe (groupe Marlton et groupe ATG). Aucun d茅clarant n鈥檃 fait l鈥檕bjet de violations p茅nales ou civiles en mati猫re de valeurs mobili猫res au cours des cinq derni猫res ann茅es.

Le Schedule 13D/A ne d茅taille pas d鈥檌ntentions strat茅giques sp茅cifiques mais indique qu鈥檜n groupe d鈥檌nvestisseurs organis茅 d茅passe d茅sormais le seuil de d茅claration de >5 %, ce qui pourrait leur conf茅rer une influence sur les futures actions de la soci茅t茅.

Positive

Investor group now controls 5.7% of TURN鈥檚 outstanding shares, providing a potentially influential shareholder voice.
Approximately US$2.0 million of combined capital committed by sophisticated funds and individuals signals confidence in TURN鈥檚 valuation.
All reporting persons affirm no criminal or civil securities violations in the past five years, reducing governance risk.

Negative

None.

Insights

TL;DR: A newly aligned investor group now owns 5.7% of TURN, indicating coordinated positioning and possible future engagement.

The amendment aggregates previously separate holdings under one filing, clarifying relationships and revealing a meaningful ownership block. While individual stakes are small, ATG Fund II (3.0%) and Marlton Partners (1.7%) provide the core. Total cash deployed (~$2.0 million) represents a notable commitment for a micro-cap issuer. Crossing the 5% threshold gives the group additional disclosure duties and opens the door to potential activism, although no explicit plans are stated. From an event-driven perspective, the disclosure is incrementally positive: concentrated, sophisticated investors now have a seat at the table, which can catalyze strategic or governance changes over time.

TL;DR: Filing consolidates governance transparency; no adverse legal history, modest but influential stake.

The amendment restates identity, background and source-of-funds sections, stressing clean legal records for all parties. Joint filing under an A&R Group Agreement enhances transparency and may streamline any shareholder communications with the board. Although each holder individually owns <4%, collective ownership above 5% often leads issuers to monitor proposals or board nomination attempts closely. Investors should watch upcoming proxy materials for any follow-up initiatives.

Schedule 13D/A (靾橃爼鞎� 2) 鈥� 180 Degree Capital Corp. (NASDAQ: TURN)

Schedule 13D/A (Amendement n掳 2) 鈥� 180 Degree Capital Corp. (NASDAQ : TURN)

07/11/2025 - 08:32 PM

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

180 DEGREE CAPITAL CORP. /NY/

(Name of Issuer)

Common Stock, par value $0.03

(Title of Class of Securities)

00687D101

(CUSIP Number)

James C. Elbaor
Marlton Partners, L.P., 1358 N. State Pkwy
Chicago, IL, 60610
(214) 405-4141

Christopher P. Davis
Kleinberg, Kaplan, Wolff & Cohen, P.C., 500 Fifth Avenue
New York, NY, 10110
(212) 986-6000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

07/09/2025

(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 搂搂 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

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 13D

Item 1.

Security and Issuer

(a)

Title of Class of Securities:

Common Stock, par value $0.03

(b)

Name of Issuer:

180 DEGREE CAPITAL CORP. /NY/

(c)

Address of Issuer's Principal Executive Offices:

7 N. WILLOW STREET, SUITE 4B, MONTCLAIR, NEW JERSEY , 07042.

Item 1 Comment:

The following constitutes Amendment No.2 to the Schedule 13D filed by the undersigned ("Amendment No.2"). This Amendment No.2 amends the Schedule 13D as specifically set forth herein. Unless otherwise defined herein, all capitalized terms used herein shall have the meanings given to them in the Schedule 13D.

Item 2.

Identity and Background

(a)

Item 2 of the Schedule 13D is hereby amended and restated in its entirety as follows: (a) This Schedule 13D is being filed on behalf of the following Reporting Persons (collectively, the "Reporting Persons"): (i) Marlton Partners, L.P., a Delaware limited partnership ("Marlton Partners"); (ii) Marlton, LLC, a Delaware limited liability company ("Marlton"), the managing member of Marlton Partners; (iii) James C. Elbaor (together with Marlton Partners and Marlton, the "Marlton Persons"), a United States citizen and the managing member of Marlton; (iv) ATG Fund II LLC, a Delaware limited liability company ("ATG Fund II"); (v) ATG Capital Management, LLC, a Delaware limited liability company ("ATG Management"), the managing member of ATG Fund II; (vi) Gabriel Gliksberg (together with ATG Fund II and ATG Management, the "ATG Persons"), a United States citizen, and the managing member of ATG Management; (vii) Aaron T. Morris, a United States citizen; and (viii) Andrew M. Greenberg, a United States citizen. Each of the Reporting Persons is party to that certain A&R Group Agreement as further described in Item 6 and filed as Exhibit 99.2 to this Schedule 13D. Accordingly, the Reporting Persons are hereby jointly filing this Schedule 13D.

(b)

The business address of each of the Marlton Persons is 1358 N. State Pkwy, Chicago, IL 60610. The business address of each of the ATG Persons is 16690 Collins Avenue, Suite #1103, Sunny Isles Beach, FL 33160. The business address of Mr. Morris is 4915 Mountain Road, Unit 4, Stowe, Vermont 05672. The business address of Mr. Greenberg is 2739 N. Lakewood Avenue, Chicago, IL 60614.

(c)

The principal business of Marlton Partners is investing in securities. The principal business of Marlton is serving as the investment manager of Marlton Partners. The principal occupation of Mr. Elbaor is serving as the managing member of Marlton Partners. The principal business of ATG Fund II is investing in securities. The principal business of ATG Management is to serve as the managing member of certain private investment funds, including ATG Fund II. The principal occupation of Mr. Gliksberg is serving as the managing member of ATG Management. The principal business of Mr. Morris is an attorney in private practice. The principal occupation of Mr. Greenberg is serving as the managing member of certain private investment funds.

(d)

No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)

No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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)

Marlton Partners, Marlton, ATG Fund II and ATG Management are organized under the laws of the State of Delaware. Messrs. Elbaor, Gliksberg, Morris and Greenberg are citizens of the United States of America.

Item 3.

Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows: The Shares purchased by Marlton Partners were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 168,685 Shares owned directly by Marlton Partners is approximately $628,807, excluding brokerage commissions. The Shares purchased by ATG Fund II were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 300,004 Shares directly owned by ATG Fund II is approximately $993,855, including brokerage commissions. The Shares directly owned by Mr. Gliksberg were purchased with personal funds of Mr. Gliksberg. The aggregate purchase price of the 78,799 Shares directly owned by Mr. Gliksberg is approximately $303,542, excluding brokerage commissions. The Shares directly owned by Mr. Morris were purchased with personal funds of Mr. Morris. The aggregate purchase price of the 10,670 Shares directly owned by Mr. Morris is approximately $40,011, including brokerage commissions. The Shares directly owned by Mr. Greenberg were purchased with personal funds of Mr. Greenberg through the AMG Revocable Trust u/a/d 5/3/2001 (the "AMG Trust"), of which Mr. Greenberg is the sole trustee and beneficiary. The aggregate purchase price of the 10,000 Shares directly owned by Mr. Greenberg is approximately $39,900 excluding brokerage commissions.

Item 5.

Interest in Securities of the Issuer

(a)

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows: The aggregate percentage of Shares reported owned by each person named herein is based upon 10,000,141 Shares outstanding as of January 15, 2025, which is the total number of Shares outstanding as reported in the Issuer's Preliminary Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on March 24, 2025. As of the date hereof, Marlton Partners beneficially owned 168,685 Shares, constituting approximately 1.7% of the Shares outstanding. As of the date hereof, Marlton, as the investment manager of Marlton Partners, may be deemed to beneficially own the 168,685 Shares beneficially owned by Marlton Partners, constituting approximately 1.7% of the Shares outstanding. As of the date hereof, Mr. Elbaor, as the managing member of Marlton, may be deemed to beneficially own the 168,685 Shares beneficially owned by Marlton, constituting approximately 1.7% of the Shares outstanding. As of the date hereof, ATG Fund II beneficially owned 300,004 Shares, constituting approximately 3.0% of the Shares outstanding. As of the date hereof, ATG Management, as the managing member of ATG Fund II, may be deemed to beneficially own the 300,004 Shares beneficially owned by ATG Fund II, constituting approximately 3.0% of the Shares outstanding. As of the date hereof, Mr. Gliksberg individually beneficially owned 78,799 Shares, constituting approximately 0.8% of the Shares outstanding. Mr. Gliksberg, as the managing member of ATG Management, may be deemed to beneficially own the 300,004 Shares beneficially owned by ATG Fund II which, together with the 78,799 Shares individually beneficially owned by him, constitutes an aggregate beneficial ownership of 378,803 Shares, constituting approximately 3.8% of the Shares outstanding. As of the date hereof, Mr. Morris individually beneficially owned 10,670 Shares, constituting approximately 0.1% of the Shares outstanding. As of the date hereof, Mr. Greenberg, as the sole trustee and sole beneficiary of the AMG Trust, may be deemed to beneficially own the 10,000 Shares directly beneficially owned by the AMG Trust, constituting approximately 0.1% of the Shares outstanding. Each Reporting Person may be deemed to be a member of a "group" with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and such group may be deemed to beneficially own the 565,525 Shares owned in the aggregate by all of the Reporting Persons, constituting approximately 5.7% of the outstanding Shares. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Exchange Act, the beneficial owners of any securities of the Issuer he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.

(b)

Each of Marlton Partners, Marlton and Mr. Elbaor may be deemed to share the power to vote and dispose of the Shares directly beneficially owned by Marlton Partners. Each of ATG Fund II, ATG Management and Mr. Gliksberg may be deemed to share the power to vote and dispose of the Shares directly beneficially owned by ATG Fund II. Mr. Gliksberg has the sole power to vote and dispose of the Shares individually beneficially owned by him. Mr. Morris has the sole power to vote and dispose of the Shares individually beneficially owned by him. Mr. Greenberg has the sole power to vote and dispose of the Shares individually beneficially owned by him.

(c)

The transactions in the securities of the Issuer by the Reporting Persons during the past 60 days or since the last filing by the Reporting Persons on Schedule 13D are set forth in Exhibit 1 and are incorporated herein by reference. All of such transactions were effected in the open market unless otherwise noted therein.

(d)

No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.

(e)

Not applicable.

Item 7.

Material to be Filed as Exhibits.

1 Transactions in Securities

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.

Marlton Partners, L.P.

Signature:	/s/ James C. Elbaor
Name/Title:	James C. Elbaor, Managing Member of Marlton, LLC, Investment Manager
Date:	07/11/2025

Marlton, LLC

Signature:	/s/ James C. Elbaor
Name/Title:	James C. Elbaor, Managing Member
Date:	07/11/2025

Elbaor James C.

Signature:	/s/ James C. Elbaor
Name/Title:	James C. Elbaor
Date:	07/11/2025

ATG Fund II LLC

Signature:	/s/ Gabriel D. Gliksberg
Name/Title:	Gabriel D. Gliksberg, Managing Member of ATG Capital Management, LLC, Managing Member
Date:	07/11/2025

ATG Capital Management, LLC

Signature:	/s/ Gabriel D. Gliksberg
Name/Title:	Gabriel D. Gliksberg, Managing Member
Date:	07/11/2025

Gabriel D. Gliksberg

Signature:	/s/ Gabriel D. Gliksberg
Name/Title:	Gabriel D. Gliksberg
Date:	07/11/2025

Aaron T. Morris

Signature:	/s/ Aaron T. Morris
Name/Title:	Aaron T. Morris
Date:	07/11/2025

Andrew M. Greenberg

Signature:	/s/ Andrew M. Greenberg
Name/Title:	Andrew M. Greenberg
Date:	07/11/2025

Source:

AG真人官方

[SCHEDULE 13D/A] 180 Degree Capital Corp. SEC Filing

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