UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. ___)

 

Clearfield, Inc.

(Name of Issuer)

 

Common Stock, $0.01 Par Value

(Title of Class of Securities)

 

18482P

(CUSIP Number)

 

 

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

 

o

Rule 13d-1(b)

 

x

Rule 13d-1(c)

 

o

Rule 13d-1(d)

 

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 the disclosures provided in a prior cover page.

 

The information required in 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).

 

 Page 1 of 5 Pages 


CUSIP No. 18482P

13G

Page 2 of 5 Pages

 

1

Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons (Entities Only)
 
Herman H. Lee

2

Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
(b) o  N/A

3

SEC Use Only

4

Citizenship or Place of Organization

United States

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power:

317,650

6

Shared Voting Power:

505,000*

7

Sole Dispositive Power:

317,650

8

Shared Dispositive Power:

505,000*

9

Aggregate Amount Beneficially Owned by Each Reporting Person

822,650*

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares     o
(See Instructions)

11

Percent of Class Represented by Amount in Row (9)

6.89%**

12

Type of Reporting Person (See Instructions)

IN

 

 

*

Represents securities owned by the reporting person as of December 15, 2009. Includes 5,000 shares held by Mr. Lee’s spouse and 500,000 shares held in Grantor Retained Annuity Trusts of which Mr. Lee acts as trustee.

 

**

Based on 11,938,131 shares of the Registrant’s common stock outstanding as of August 10, 2009 as disclosed in the Registrant’s most recent Form 10-Q.

 



CUSIP No. 18482P

13G

Page 3 of 5 Pages

 

Item 1(a).

Name of Issuer:

 

Clearfield, Inc.

 

Item 1(b).

Address of Issuer’s Principal Executive Offices:

 

5480 Nathan Lane North, Suite 120, Plymouth, MN 55442

 

Item 2(a).

Name of Person Filing:

 

Herman H. Lee

 

Item 2(b).

Address of Principal Business Office or, if None, Residence:

 

20152 Highway 9 North

PO Box 37

Borup, MN 56519

 

Item 2(c).

Citizenship:

 

United States

 

Item 2(d).

Title of Class of Securities:

 

Common Stock, $0.01 par value.

 

Item 2(e).

CUSIP Number:

 

18482P

 

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:

 

 

(a)

o

Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).

 

 

(b)

o

Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).

 

 

(c)

o

Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).

 

 

(d)

o

Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

 

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);



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13G

Page 4 of 5 Pages

 

 

(g)

o

A parent holding company or control person in accordance with § 204.13d-1(b)(1)(ii)(G);

 

 

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

 

(i)

o

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);

 

 

(j)

o

A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);

 

 

(k)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(K).

 

If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: _____________________________________________________

 

Not applicable

 

Item 4.

Ownership:

 

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1:

 

 

(a)

Amount beneficially owned: 822,650*

 

 

(b)

Percent of Class: 6.89%**

 

 

(c)

Number of shares as to which the person has:

 

 

(i)

Sole power to vote or to direct the vote: 317,650

 

 

(ii)

Shared power to vote or to direct the vote: 505,000

 

 

(iii)

Sole power to dispose or to direct the disposition of: 317,650

 

 

(iv)

Shared power to dispose or to direct the disposition of: 505,000

 

 

*

Represents securities owned by the reporting person as of December 15, 2009. Includes 5,000 shares held by Mr. Lee’s spouse and 500,000 shares held in Grantor Retained Annuity Trusts of which Mr. Lee acts as trustee.

 

**

Based on 11,938,131 shares of the Registrant’s common stock outstanding as of August 10, 2009 as disclosed in the Registrant’s most recent Form 10-Q.


CUSIP No. 18482P

13G

Page 5 of 5 Pages

 


Item 5.

Ownership of Five Percent or Less of a Class.

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following:  o

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

 

Not Applicable.

 

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.

 

Item 8.

Identification and Classification of Members of the Group.

 

Not applicable.

 

Item 9.

Notice of Dissolution of Group.

 

Not applicable.

 

Item 10.

Certifications.

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

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.

 


 

Dated:  December 15, 2009

 

/s/ Herman H. Lee

 

Herman H. Lee

 

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