UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. )1
Anterix Inc.
(Name of Issuer)
Common Stock, $0.0001 par value
(Title of Class of Securities)
03676C100
(CUSIP Number)
William Heard
c/o Heard Capital LLC
1 N. Wacker Drive, Suite 3650
Chicago, IL 60606
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 28, 2024
(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 §§
240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☒.
Note: Schedules filed in paper format shall
include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies
are to be sent.
| 1 | 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 (“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). |
CUSIP No. 03676C100
| 1 |
NAME OF REPORTING PERSON
Heard Capital LLC |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a): ☐
(b): ☐ |
| 3 |
SEC USE ONLY
|
| 4 |
SOURCE OF FUNDS
WC |
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
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
-0- |
| 8 |
SHARED VOTING POWER
1,752,138 |
| 9 |
SOLE DISPOSITIVE POWER
-0- |
| 10 |
SHARED DISPOSITIVE POWER
1,752,138 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,752,138 |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.4% |
| 14 |
TYPE OF REPORTING PERSON
OO |
CUSIP No. 03676C100
| 1 |
NAME
OF REPORTING PERSON
Heard
Investment Manager LLC |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a):
☐
(b):
☐ |
| 3 |
SEC
USE ONLY
|
| 4 |
SOURCE
OF FUNDS
WC |
| 5 |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
-0- |
| 8 |
SHARED
VOTING POWER
1,752,138 |
| 9 |
SOLE
DISPOSITIVE POWER
-0- |
| 10 |
SHARED
DISPOSITIVE POWER
1,752,138 |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,752,138 |
| 12 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.4% |
| 14 |
TYPE
OF REPORTING PERSON
OO |
CUSIP No. 03676C100
| 1 |
NAME OF REPORTING PERSON
William E. Heard Declaration of Trust |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a): ☐
(b): ☐ |
| 3 |
SEC USE ONLY
|
| 4 |
SOURCE OF FUNDS
WC |
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e)
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH |
7 |
SOLE VOTING POWER
-0- |
| 8 |
SHARED VOTING POWER
1,752,138 |
| 9 |
SOLE DISPOSITIVE POWER
-0- |
| 10 |
SHARED DISPOSITIVE POWER
1,752,138 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,752,138 |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.4% |
| 14 |
TYPE OF REPORTING PERSON
OO |
CUSIP No. 03676C100
| 1 |
NAME
OF REPORTING PERSON
William
Heard |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a):
☐
(b):
☐ |
| 3 |
SEC
USE ONLY
|
| 4 |
SOURCE
OF FUNDS
WC |
| 5 |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ |
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH |
7 |
SOLE
VOTING POWER
-0- |
| 8 |
SHARED
VOTING POWER
1,752,138 |
| 9 |
SOLE
DISPOSITIVE POWER
-0- |
| 10 |
SHARED
DISPOSITIVE POWER
1,752,138 |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,752,138 |
| 12 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.4% |
| 14 |
TYPE
OF REPORTING PERSON
IN |
CUSIP No. 03676C100
Explanatory Note
This Schedule 13D (the “Schedule 13D”)
amends and supersedes the Schedule 13G previously filed by Heard Capital LLC (“Heard Capital”) on February 13, 2023, as amended
on February 13, 2024 (the “Schedule 13G”), and is being filed as a result of William Heard, the Chief Executive Officer and
Chief Investment Officer of Heard Capital, consenting to be named as a director nominee for election to the Board of Directors (the “Board”)
of the Issuer (as defined below), on or about May 28, 2024.
| Item 1. | Security and Issuer. |
This statement relates to
the common stock, $0.0001 par value per share (the “Shares”), of Anterix Inc., a Delaware corporation (the “Issuer”).
The address of the principal executive office of the Issuer is 3 Garret Mountain Plaza, Suite 401, Woodland Park, NJ 07424.
| Item 2. | Identity and Background. |
(a) This Schedule 13D is filed by:
| (i) | Heard Capital, a Delaware limited liability company, with respect to the Shares directly and beneficially
owned by it; |
| (ii) | Heard Investment Manager LLC, a Delaware limited liability company (“Heard Investment Manager”),
with respect to the Shares directly and beneficially owned by it; |
| (iii) | William E. Heard Declaration of Trust, an Illinois trust (the “Trust”), with respect to the
Shares directly and beneficially owned by it; and |
| (iv) | William Heard, as manager of each of Heard Capital and Heard Investment Manager and trustee and sole beneficiary
of the Trust. |
Each of the foregoing is
referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons
is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing
a joint Schedule 13D.
(b) The
principal business address of each of the Reporting Persons is 1 N. Wacker Drive, Suite 3650, Chicago, IL 60606.
(c) The
principal business of Heard Capital is investing in public equities in the technology, media, telecommunication, financial and industrial
sectors and serving as the investment manager of (i) Heard High Conviction Long Only Fund LLC (“Long Only Fund”), (ii) Heard
Opportunity Master Fund, L.P. (“Opportunity Master Fund”), which serves as the master fund in which Heard Opportunity Fund
LLC (“Opportunity Fund LLC”) invests substantially all of its investable assets and (iii) certain separately managed accounts
(the “SMAs”). The principal business of Heard Investment Manager is serving as the sole member with a vested interest in Heard
Capital. The principal business of the Trust is serving as the sole member of various entities, including Heard Investment Manager. Mr.
Heard is the sole trustee of the Trust and serves as the Chief Executive Officer and Chief Investment Officer of Heard Capital.
(d) None
of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) None
of the Reporting Persons 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) Heard
Capital and Heard Investment Manager are organized as limited liability companies in Delaware, the Trust is an Illinois trust and Mr.
Heard is a citizen of the United States of America.
CUSIP No. 03676C100
| Item 3. | Source and Amount of Funds or Other Consideration. |
The Shares beneficially owned by the Reporting
Persons and held by the Long Only Fund and the SMAs were purchased with working capital in open market purchases. The aggregate purchase
price of the 1,752,138 Shares beneficially owned by the Reporting Persons is approximately $75,101,645.54, including brokerage commissions.
| Item 4. | Purpose of Transaction. |
The Reporting Persons purchased the Shares based
on the Reporting Persons’ belief that the Shares represented an attractive investment opportunity. Depending upon overall market
conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make
the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through,
among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such
times as the Reporting Person may deem advisable.
On May 28, 2024, Mr. Heard
submitted his consent to the Issuer to be named as a director of the Board, and on July 3, 2024, the Issuer filed its definitive proxy
statement in connection with its 2024 Annual Meeting of Stockholders (the “Annual Meeting”), naming Mr. Heard as a director
candidate of the Issuer to be elected to the Board at the Annual Meeting. If Mr. Heard is not elected by the Issuer’s stockholders
at the Annual Meeting, the Reporting Persons may nonetheless work constructively with members of the Issuer’s management team and
Board in an effort to continue enhancing and maximizing stockholder value. As a result of Mr. Heard being nominated as a director candidate
for election to the Board, the Reporting Persons are converting the beneficial ownership filing on Schedule 13G to a filing on Schedule
13D.
No Reporting Person has any
present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) – (j) of Item 4 of
Schedule 13D, except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions
discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors,
including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions
in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with
respect to their investment in the Issuer as they deem appropriate, including, without limitation, engaging in communications with management
and the Board of the Issuer, engaging in discussions with stockholders of the Issuer and others about the Issuer and the Reporting Persons’
investment, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar
transaction with respect to the Shares, or changing their intention with respect to any and all matters referred to in Item 4.
| Item 5. | Interest in Securities of the Issuer. |
The aggregate percentage
of Shares reported beneficially owned by the Reporting Persons is based upon 18,569,297 Shares outstanding as of June 21, 2024, which
is the total number of Shares outstanding as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange
Commission on June 26, 2024.
| (a) | As of the date hereof, 1,115,500 shares were held in Long Only Fund
and 636,638 Shares were held in the SMAs. As the investment manager of Long Only Fund and the SMAs, Heard Capital, therefore, beneficially
owns these 1,752,138 Shares. Securities of the Issuer may be deposited or otherwise held in Long Only Fund or the SMAs; however, pursuant
to the investment management agreements between (i) Heard Capital and Long Only Fund and (ii) Heard Capital and the SMAs, neither Long
Only Fund nor the SMAs have any voting, disposition or investment power over the securities of the Issuer, as all such voting, disposition
and investment power over of such securities is held by Heard Capital. |
Percentage: Approximately 9.4%
| (b) | 1. Sole power to vote or direct vote: 0 |
2. Shared power to vote or direct vote:
1,752,138
3. Sole power to dispose or direct the
disposition: 0
4. Shared power to dispose or direct
the disposition: 1,752,138
CUSIP No. 03676C100
| B. | Heard Investment Manager |
| (a) | As of the date hereof, 1,115,500 shares were held in Long Only Fund and 636,638 Shares were held in the
SMAs. As the sole member with a vested interest in Heard Capital, Heard Investment Manager may be deemed the beneficial owner of the 1,752,138
shares beneficially owned by Heard Capital. |
Percentage: Approximately 9.4%
| (b) | 1. Sole power to vote or direct vote: 0 |
2. Shared power to vote or direct vote:
1,752,138
3. Sole power to dispose or direct the
disposition: 0
4. Shared power to dispose or direct
the disposition: 1,752,138
| (a) | As of the date hereof, 1,115,500 shares were held in Long Only Fund and 636,638 Shares were held in the
SMAs. As the sole member of Heard Investment Manager, which is the sole member with a vested interest in Heard Capital, the Trust may
be deemed the beneficial owner of the 1,752,138 shares beneficially owned by Heard Capital. |
Percentage: Approximately 9.4%
| (b) | 1. Sole power to vote or direct vote: 0 |
2. Shared power to vote or direct vote:
1,752,138
3. Sole power to dispose or direct the
disposition: 0
4. Shared power to dispose or direct
the disposition: 1,752,138
| (a) | As of the date hereof, 1,115,500 shares were held in Long Only Fund and 636,638 Shares were held in the
SMAs. As the sole trustee of the Trust, which is the sole member of Heard Investment Manager, which is the sole member with a vested interest
in Heard Capital, Mr. Heard may be deemed the beneficial owner of the 1,752,138 shares beneficially owned by Heard Capital. Mr. Heard
is the only individual that possesses voting power and investment power over the 1,752,138 Shares beneficially owned by Heard Capital.2 |
Percentage: Approximately 9.4%
| (b) | 1. Sole power to vote or direct vote: 0 |
2. Shared power to vote or direct vote:
1,752,138
3. Sole power to dispose or direct the
disposition: 0
4. Shared power to dispose or direct
the disposition: 1,752,138
(c) Each
of Heard Investment Manager, the Trust and Mr. Heard has not entered into any transactions during the past sixty days. The transactions
in the Shares on behalf of Heard Capital through Opportunity Fund LLC and the SMAs during the past sixty days are set forth in Schedule
A and are incorporated herein by reference. As of the date hereof, each of Opportunity Master Fund and Opportunity Fund LLC no longer
own any Shares.
| 2 | Heard Capital has an internal policy that would allow certain
personnel of Heard Capital to perform trades necessary to wind down Heard Capital in the event that Mr. Heard died or otherwise became
incapacitated in certain circumstances. |
CUSIP No. 03676C100
(d) No
persons 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 beneficially owned by the Reporting Persons.
(e) Not
applicable.
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 Securities Exchange Act of 1934,
as amended, the beneficial owners of any securities of the Issuer that 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.
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
On July 29, 2024, the Reporting
Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements
on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached
hereto as Exhibit 99.1 and is incorporated herein by reference. Additionally, if Mr. Heard is elected as a director of the Issuer, he
intends to comply with all applicable policies of the Issuer, including, without limitation, policies related to the trading of the Issuer’s
securities.
Other than as described herein,
there are no contracts, arrangements, understandings or relationships between the Reporting Person and any other person, with respect
to the securities of the Issuer.
| Item 7. | Material to be Filed as Exhibits. |
CUSIP No. 03676C100
SIGNATURES
After reasonable inquiry and to the best of my
knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: July 29, 2024
| |
HEARD CAPITAL LLC |
| |
|
|
| |
By: |
/s/ William Heard |
| |
Name: |
William Heard |
| |
Title: |
Chief Executive Officer and Chief Investment Officer |
| |
HEARD INVESTMENT MANAGER LLC |
| |
|
|
| |
By: |
/s/ William Heard |
| |
Name: |
William Heard |
| |
Title: |
Chief Executive Officer |
| |
WILLIAM E. HEARD DECLARATION OF TRUST |
| |
|
|
| |
By: |
/s/ William Heard |
| |
Name: |
William Heard |
| |
Title: |
Sole Trustee |
| |
/s/ William Heard |
| |
William Heard |
CUSIP No. 03676C100
SCHEDULE A
Transactions in the Securities of the Issuer
During the Past Sixty Days
| Nature of the Transaction | |
Amount of Securities (Sold) | | |
Price ($) | | |
Date of Sale | |
| | |
| | |
| | |
| |
| HEARD CAPITAL LLC |
| (Through Opportunity Fund LLC and the SMAs) |
| | |
| | |
| | |
| |
| Sale of Common Stock | |
| (826 | ) | |
| 34.0449 | | |
| 05/30/2024 | |
| Sale of Common Stock | |
| (2,000 | ) | |
| 33.8242 | | |
| 05/30/2024 | |
| Sale of Common Stock | |
| (1,024 | ) | |
| 33.9950 | | |
| 05/31/2024 | |
| Sale of Common Stock | |
| (5,400 | ) | |
| 29.7718 | | |
| 06/24/2024 | |
| Sale of Common Stock | |
| (2,000 | ) | |
| 30.6055 | | |
| 06/25/2024 | |
| Sale of Common Stock | |
| (2,500 | ) | |
| 31.5214 | | |
| 06/25/2024 | |
| Sale of Common Stock | |
| (2,500 | ) | |
| 30.6092 | | |
| 06/25/2024 | |
| Sale of Common Stock | |
| (2,500 | ) | |
| 31.0548 | | |
| 06/25/2024 | |
| Sale of Common Stock | |
| (1,500 | ) | |
| 31.5114 | | |
| 06/26/2024 | |
| Sale of Common Stock | |
| (1,500 | ) | |
| 31.2302 | | |
| 06/26/2024 | |
| Sale of Common Stock | |
| (1,500 | ) | |
| 31.2560 | | |
| 06/26/2024 | |
| Sale of Common Stock | |
| (1,500 | ) | |
| 31.5650 | | |
| 06/26/2024 | |
| Sale of Common Stock | |
| (1,510 | ) | |
| 36.6007 | | |
| 06/27/2024 | |
| Sale of Common Stock | |
| (1,500 | ) | |
| 36.5130 | | |
| 06/27/2024 | |
| Sale of Common Stock | |
| (5,000 | ) | |
| 39.4256 | | |
| 07/01/2024 | |
| Sale of Common Stock | |
| (7,000 | ) | |
| 39.6362 | | |
| 07/08/2024 | |
| Sale of Common Stock | |
| (150 | ) | |
| 40.7083 | | |
| 07/09/2024 | |
| Sale of Common Stock | |
| (3,300 | ) | |
| 40.7083 | | |
| 07/09/2024 | |
| Sale of Common Stock | |
| (20 | ) | |
| 40.7083 | | |
| 07/09/2024 | |
| Sale of Common Stock | |
| (110 | ) | |
| 40.7083 | | |
| 07/09/2024 | |
| Sale of Common Stock | |
| (200 | ) | |
| 40.7083 | | |
| 07/09/2024 | |
| Sale of Common Stock | |
| (100 | ) | |
| 41.6893 | | |
| 07/11/2024 | |
| Sale of Common Stock | |
| (75 | ) | |
| 41.6893 | | |
| 07/11/2024 | |
| Sale of Common Stock | |
| (4,500 | ) | |
| 41.6893 | | |
| 07/11/2024 | |
| Sale of Common Stock | |
| (7 | ) | |
| 41.6893 | | |
| 07/11/2024 | |
| Sale of Common Stock | |
| (90 | ) | |
| 41.6893 | | |
| 07/11/2024 | |
11
Exhibit 99.1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1)(iii)
under the Securities Exchange Act of 1934, as amended, each of the undersigned persons agrees to the joint filing on behalf of each of
them of statements on Schedule 13D, and any amendments thereto, with respect to the shares of the common stock, par value $0.0001, of
Anterix Inc. The undersigned shall be responsible for the accuracy and completeness of his or its own disclosure therein, and is not responsible
for the accuracy and completeness of the information concerning the other persons, unless such person knows that such information is inaccurate.
Dated: July 29, 2024
| |
HEARD CAPITAL LLC |
| |
|
|
| |
By: |
/s/ Erin Casey |
| |
Name: |
Erin Casey |
| |
Title: |
General Counsel, Chief Compliance Officer and Chief Administrative Officer |
| |
HEARD INVESTMENT MANAGER LLC |
| |
|
|
| |
By: |
/s/ William Heard |
| |
Name: |
William Heard |
| |
Title: |
Chief Executive Officer |
| |
WILLIAM E. HEARD DECLARATION OF TRUST |
| |
|
|
| |
By: |
/s/ William Heard |
| |
Name: |
William Heard |
| |
Title: |
Sole Trustee |
| |
/s/ William Heard |
| |
William Heard |
Grafico Azioni Anterix (NASDAQ:ATEX)
Storico
Da Nov 2024 a Dic 2024
Grafico Azioni Anterix (NASDAQ:ATEX)
Storico
Da Dic 2023 a Dic 2024
