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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
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POWER SOLUTIONS INTERNATIONAL, INC. (Name of Issuer) |
Common Stock, par value $0.001 per share (Title of Class of Securities) |
73933G202 (CUSIP Number) |
Weichai America Corp. Attn: Jinguang Liu (aka Jin Liu), 3100 Golf Road Rolling Meadows, IL, 60008 (855-922-9001) (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/21/2025 (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 §§ 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
|
| CUSIP No. | 73933G202 |
| 1 |
Name of reporting person
Weichai America Corp. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
10,948,835.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
47.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
1. The number of shares beneficially owned represents 10,948,835 shares of Common Stock held by the Reporting Persons.
2. The beneficial ownership percentage is calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended, based upon information from the Issuer's Quarterly Report on Form 10-Q filed on August 8, 2025 that, as of July 31, 2025, there were 23,029,846 shares of Common Stock outstanding.
SCHEDULE 13D
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| CUSIP No. | 73933G202 |
| 1 |
Name of reporting person
Weichai Power Co., Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CHINA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
10,948,835.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
47.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
1. The number of shares beneficially owned represents 10,948,835 shares of Common Stock held by the Reporting Persons.
2. The beneficial ownership percentage is calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended, based upon information from the Issuer's Quarterly Report on Form 10-Q filed on August 8, 2025 that, as of July 31, 2025, there were 23,029,846 shares of Common Stock outstanding.
SCHEDULE 13D
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| CUSIP No. | 73933G202 |
| 1 |
Name of reporting person
Shandong Heavy Industry Group Co., Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CHINA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
10,948,835.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
47.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
1. The number of shares beneficially owned represents 10,948,835 shares of Common Stock held by the Reporting Persons.
2. The beneficial ownership percentage is calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended, based upon information from the Issuer's Quarterly Report on Form 10-Q filed on August 8, 2025 that, as of July 31, 2025, there were 23,029,846 shares of Common Stock outstanding.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.001 per share | |
| (b) | Name of Issuer:
POWER SOLUTIONS INTERNATIONAL, INC. | |
| (c) | Address of Issuer's Principal Executive Offices:
201 Mittel Drive, Wood Dale,
ILLINOIS
, 60191. | |
Item 1 Comment:
This constitutes Amendment No. 8 ("Amendment No. 8") to the Schedule 13D relating to the shares of Common Stock of Power Solutions International, Inc. (the "Issuer") as filed with the SEC on April 7, 2017, as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6 and Amendment No. 7 as filed with the SEC on August 10, 2017, December 5, 2017, August 31, 2018, October 3, 2018, April 26, 2019, August 15, 2025 and August 19, 2025, respectively (as so amended, the "Schedule 13D"), by Weichai America Corp. ("Weichai America"), Weichai Power Co., Ltd. ("Weichai Power"), and Shandong Heavy Industry Group Co., Ltd. ("SHIG") (each of Weichai America, Weichai Power, and SHIG a "Reporting Person" and collectively the "Reporting Persons"). Capitalized terms used in this Amendment No. 8 without being defined herein have the respective meanings given to them in the Schedule 13D. This Amendment No. 8 is being filed by the Reporting Persons to report the open market sales by Weichai America of an aggregate of 263,006 shares of the Issuer's Common Stock pursuant to Rule 144 under the Securities Act of 1933, as amended ("Rule 144"), through a broker-dealer from August 18, 2025 to August 21, 2025 (the "Sales"). The Sales resulted in a decrease of over one percent (1%) in the aggregate percentage ownership reported by the Reporting Persons in Amendment No. 7 to the Schedule 13D.
Except as specifically amended by this Amendment No. 8, this Schedule 13D is not modified or revised in any material way. | ||
| Item 4. | Purpose of Transaction | |
Item 4 is hereby amended and supplemented by adding the following:
On August 8, 2025, Weichai Amercia filed a notice with the SEC on Form 144 relating to the proposed sale of up to 1,150,000 shares of Common Stock in accordance with Rule 144. From August 18, 2025 to August 21, 2025, the Reporting Persons sold an aggregate of 263,006 shares of Common Stock in a series of open-market transactions through a broker-dealer. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) is hereby amended and restated as set forth below:
The Reporting Persons may be deemed to beneficially own the shares of Common Stock of the Issuer as set forth on Exhibit Q hereto. | |
| (b) | Item 5(b) is hereby amended and restated as set forth below:
The Reporting Persons may be deemed to beneficially own the shares of Common Stock of the Issuer as set forth on Exhibit Q hereto. | |
| (c) | Item 5(c) is hereby amended and restated as set forth below:
In connection with the Sales, Weichai America sold 263,006 shares of Common Stock in a series of open-market transactions, through a broker-dealer, pursuant to Rule 144. Details by date, listing the number of shares of Common Stock disposed of and the weighted average price per share, are provided below.
August 18, 2025
- Shares Disposed of: 125,220
- Weighted Average Price Per Share: $85.0118 (multiple transactions at prices ranging from $80.00 to $89.83 inclusive)
August 19, 2025
- Shares Disposed of: 79,670
- Weighted Average Price Per Share: $81.0820 (multiple transactions at prices ranging from $80.00 to $84.65 inclusive)
August 20, 2025
- Shares Disposed of: 15,802
- Weighted Average Price Per Share: $80.4970 (multiple transactions at prices ranging from $80.00 to $81.00 inclusive)
August 21, 2025
- Shares Disposed of: 42,314
- Weighted Average Price Per Share: $82.2664 (multiple transactions at prices ranging from $80.00 to $83.64 inclusive)
The Reporting Persons undertake to provide, upon request by the staff of the SEC, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for each of the above transactions. Except as set forth above, none of the Reporting Persons has effected any transaction in shares of Common Stock since the most recent filing of Schedule 13D. | |
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit Q - Beneficial Ownership of the Reporting Persons in the Securities of Power Solutions International, Inc.
Exhibit R - Powers of Attorney (Weichai Power Co., Ltd.), incorporated by reference to Exhibit 24.1 to the Form 4 filed by Reporting Persons with the Securities and Exchange Commission on August 14, 2025.
Exhibit S - Power of Attorney (Shandong Heavy Industry Group Co., Ltd.), incorporated by reference to Exhibit 24.2 to the Form 4 filed by Reporting Persons with the Securities and Exchange Commission on August 14, 2025. | ||
| 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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Exhibit Q
BENEFICIAL OWNERSHIP OF
THE REPORTING PERSONS IN THE SECURITIES OF
POWER SOLUTIONS INTERNATIONAL, INC.
The aggregate number of securities and percentage of the class of securities of the Issuer beneficially owned by each Reporting Person, as well as the number of securities as to which such person is deemed to have sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, shared power to dispose or direct the disposition, is set forth in the following table:
| Number of Shares | ||||||||||||||||||||||||
| Shares Beneficially | Power to Vote | Power to Dispose | Percent | |||||||||||||||||||||
| Reporting Person | Owned | Sole | Shared(1) | Sole | Shared(1) | of Class(2) | ||||||||||||||||||
| Weichai America | 10,948,835 | 0 | 10,948,835 | 0 | 10,948,835 | 47.5 | % | |||||||||||||||||
| Weichai Power | 10,948,835 | 0 | 10,948,835 | 0 | 10,948,835 | 47.5 | % | |||||||||||||||||
| SHIG | 10,948,835 | 0 | 10,948,835 | 0 | 10,948,835 | 47.5 | % | |||||||||||||||||
| Total(3) (all Reporting Persons) | 10,948,835 | 0 | 10,948,835 | 0 | 10,948,835 | 47.5 | % | |||||||||||||||||
| (1) | Weichai America is the direct and record owner of 10,948,835 shares of Common Stock and shares the power to vote and the power to dispose of all of such shares of Common Stock with Weichai Power and SHIG by virtue of the fact that Weichai Power is Weichai America’s parent company, and Weichai Power is controlled by SHIG. SHIG holds less than 20% of the shares in Weichai Power but is able to exercise influence over Weichai Power by virtue of its status as the largest shareholder of Weichai Power and representatives or designees of SHIG currently comprise a majority of members of Weichai Power’s board of directors. From August 18, 2025 to August 21, 2025, Weichai America sold an aggregate of 263,006 shares of Common Stock in a series of open-market transactions pursuant to Rule 144. Following the Sales, the number of shares beneficially owned by the Reporting Persons represents 10,948,835 shares of Common Stock, and that the Reporting Persons together with all affiliates of the Reporting Persons hold an aggregate number of shares of Common Stock equal to 47.5% of the shares of Common Stock outstanding. |
| (2) | The beneficial ownership percentage is calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended, based upon information from the Issuer’s Quarterly Report on Form 10-Q filed on August 8, 2025 that, as of July 31, 2025, there were 23,029,846 shares of Common Stock outstanding. |
| (3) | The Reporting Persons disclaim membership in a group. |