SCHEDULE 13G/A:
Published on February 11, 2025
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 3)*
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CADRE HOLDINGS, INC.
(Name of Issuer) |
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Common stock, par value $0.0001 per share
(Title of Class of Securities) |
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12763L105
(CUSIP Number) |
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12/31/2024
(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)
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Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 12763L105 |
| 1 | Names of Reporting Persons
Warren B. Kanders
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| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
12,736,927.00
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| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
31.3 %
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| 12 | Type of Reporting Person (See Instructions)
IN
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Comment for Type of Reporting Person: Footnote to Rows 5, 7, and 9: Consists of (i) 23,992 shares held by Warren B. Kanders, (ii) 1,305,650 shares held by Warren B. Kanders Roth IRA, (iii) 11,266,192 shares held by Kanders SAF, LLC ("SAF"); and (iv) options to purchase an aggregate of 117,643 shares of Common Stock which were previously granted under the Company's 2021 Stock Incentive Plan and that are presently exercisable or exercisable within 60 days of December 31, 2024. Mr. Kanders is the sole member and manager of SAF, and accordingly all of the shares of the Company's common stock held by SAF may be deemed to be beneficially owned by Mr. Kanders.
Footnote to Rows 6, 8 and 9: Consists of 23,450 shares held by Allison Kanders Roth IRA. Allison Kanders is the wife of Mr. Kanders, and accordingly all of the shares of the Company's common stock held by Allison Kanders may be deemed to be beneficially owned by Mr. Kanders.
Footnote to Row 9: The amount reported above as being beneficially owned by Mr. Kanders (i) includes 117,643 shares underlying stock options to purchase shares of Common Stock which were previously granted under the Company's 2021 Stock Incentive Plan and that are presently exercisable or exercisable within 60 days of December 31, 2024; and (ii) excludes (a) 227,333 shares underlying stock options to purchase shares of Common Stock which were previously granted under the Company's 2021 Stock Incentive Plan and that are not presently exercisable or exercisable within 60 days of December 31, 2024; and (b) 2,066,867 shares underlying restricted Common Stock awards which were previously granted under the Company's 2021 Stock Incentive Plan and that are not presently vested or vesting within 60 days of December 31, 2024.
Footnote to Row 11: The percentage of shares of Common Stock reported as being beneficially owned by Mr. Kanders is based upon 40,725,630 shares of Common Stock outstanding as of December 31, 2024, which includes: (i) 40,607,988 shares of Common Stock outstanding as of November 4, 2024, as set forth in the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, filed with the Securities and Exchange Commission on November 6, 2024; (ii) options to purchase an aggregate of 117,643 shares of Common Stock which were previously granted under the Company's 2021 Stock Incentive Plan and that are presently exercisable or exercisable within 60 days of December 31, 2024.
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SCHEDULE 13G
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| CUSIP No. | 12763L105 |
| 1 | Names of Reporting Persons
Kanders SAF, LLC
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| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
11,266,192.00
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| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
27.6 %
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| 12 | Type of Reporting Person (See Instructions)
OO
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Comment for Type of Reporting Person: Note to Rows 5, 7 and 9: Mr. Kanders is the sole member and manager of SAF, and accordingly may be deemed to beneficially own all of the shares of the Company's common stock held by SAF.
Note to Row 11: The percentage of shares of Common Stock reported as being beneficially owned by SAF is based upon 40,725,630 shares of Common Stock outstanding as of December 31, 2024, which includes: (i) 40,607,988 shares of Common Stock outstanding as of November 4, 2024, as set forth in the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, filed with the Securities and Exchange Commission on November 6, 2024; (ii) options to purchase an aggregate of 117,643 shares of Common Stock which were previously granted under the Company's 2021 Stock Incentive Plan and that are presently exercisable or exercisable within 60 days of December 31, 2024.
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SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
CADRE HOLDINGS, INC.
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| (b) | Address of issuer's principal executive offices:
13386 International Pkwy Jacksonville, FL, 32218
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| Item 2. | ||
| (a) | Name of person filing:
(i) Warren B. Kanders; and
(ii) Kanders SAF, LLC
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| (b) | Address or principal business office or, if none, residence:
The address of the principal business office of the Reporting Persons is 250 Royal Palm Way, Suite 201, Palm Beach, Florida 33480.
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| (c) | Citizenship:
Mr. Kanders is a citizen of the United States of America. Kanders SAF, LLC is a Delaware limited liability company.
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| (d) | Title of class of securities:
Common stock, par value $0.0001 per share
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| (e) | CUSIP No.:
12763L105
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| Item 3. | 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: | |
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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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);
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A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: |
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| (k) |
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
(i) Warren B. Kanders
12,736,927
(ii) Kanders SAF, LLC
11,266,192
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| (b) | Percent of class:
(i) Warren B. Kanders
31.3%
(ii) Kanders SAF, LLC
27.6% %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
(i) Warren B. Kanders
12,713,477
(ii) Kanders SAF, LLC
11,266,192
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| (ii) Shared power to vote or to direct the vote:
(i) Warren B. Kanders
23,450
(ii) Kanders SAF, LLC
0
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| (iii) Sole power to dispose or to direct the disposition of:
(i) Warren B. Kanders
12,713,477
(ii) Kanders SAF, LLC
11,266,192
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| (iv) Shared power to dispose or to direct the disposition of:
(i) Warren B. Kanders
23,450
(ii) Kanders SAF, LLC
0
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| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| 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.
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