UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Schmitt Industries Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
806870200
(CUSIP Number)
December 31, 2011
(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)
|X| Rule 13d-1(c)
|_| 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).
CUSIP No. 806870200
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
NICUSA CAPITAL PARTNERS, L.P., EIN No. 65-117893
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 5. SOLE VOTING POWER
SHARES 283,200
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BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY N/A
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EACH 7. SOLE DISPOSITIVE POWER
REPORTING 283,200
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PERSON 8. SHARED DISPOSITIVE POWER
WITH N/A
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
283,200
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|_|
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.78%
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12. TYPE OF REPORTING PERSON*
PN
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Item 1.
(a) Name of Issuer:
Schmitt Industries Inc.
(b) Address of Issuer's Principal Executive Offices:
14100 SW 72nd Avenue, Portland, OR 97224
Item 2.
(a) Name of Person Filing:
Nicusa Capital Partners, L.P. and Nicusa Investment Advisors, LLC
This statement is filed on behalf of Nicusa Capital
Partners, L.P. ("Nicusa Capital") and Nicusa Investment Advisors,
LLC ("NIA"). NIA serves as the investment advisor to Nicusa
Capital - and also serves as an advisor for the accounts of
various third parties who are otherwise unaffiliated with Nicusa
Capital. This statement pertains to all of the shares of the
issuer held by both Nicusa Capital and the other accounts managed by NIA.
(b) Address of Principal Business Office or, if none, Residence:
19 West 34th Street, Penthouse
New York, N.Y. l0001
(c) Citizenship:
Delaware
(d) Title of Class of Securities:
common stock
(e) CUSIP Number:
806870200
Item 3. If this statement is filed pursuant to ss.ss.240.13d-1
(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a) |_| Broker or dealer registered under section 15 of the Act
(15 U.S.C. 78o).
(b) |_| Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) |_| Insurance company as defined in section 3(a)(19) of the
Act (15 U.S.C.78c).
(d) |_| Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C 80a-8).
(e) |_| An investment adviser in accordance with ss.240.13d-1(b)
(1)(ii)(E);
(f) |_| An employee benefit plan or endowment fund in accordance
with ss.240.13d-1(b)(1)(ii)(F);
(g) |_| A parent holding company or control person in accordance
with ss.240.13d-1(b)(1)(ii)(G);
(h) |_| A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) |_| 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) |_| Group, in accordance with ss.240.13d-1(b)(1)(ii)(J).
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: 283,200.
(b) Percent of class: 9.78%.
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 283,200.
(ii) Shared power to vote or to direct the vote: N/A.
(iii) Sole power to dispose or to direct the disposition of: 283,200.
(iv) Shared power to dispose or to direct the disposition of N/A.
Item 5. Ownership of Five Percent or Less of a Class
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company or Control Person.
Item 8. Identification and Classification of Members of the Group
Item 9. Notice of Dissolution of Group
Item 10. Certification
(a) The following certification shall be included if the
statement is filed pursuant to ss.240.13d-1(b):
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above were
acquired and are held in the ordinary course of business and 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.
(b) The following certification shall be included if the
statement is filed pursuant to ss.240.13d-1(c):
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.
February 22, 2012
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Date
Nicusa Capital Partners, L.P.
By: Nicusa Capital LLC
By:/s/ Paul Johnson
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Paul Johnson, managing member
Nicusa Investment Advisors, LLC
By:/s/ Paul Johnson
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Paul Johnson, managing member