| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.10 per share |
| (b) | Name of Issuer:
Electro-Sensors, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
6111 Blue Circle Drive, Minnetonka,
MINNESOTA
, 55343. |
| Item 2. | Identity and Background |
|
| (a) | This Schedule 13D is being filed on behalf of Battery Ventures XIV (AIV I Cayman), L.P. ("BV14"), Battery Ventures XIV-EF (AIV I Cayman), L.P. ("BV14-EF"), Battery Investment Partners XIV (AIV I Cayman), L.P. ("BIP14"), Battery Partners XIV (AIV I Cayman), L.P. ("BP14"), Battery Partners XIV (AIV I Cayman), Ltd. ("BPGP14"), Neeraj Agrawal ("Agrawal"), Michael M. Brown ("Brown"), Morad Elhafed ("Elhafed"), Jesse Feldman ("Feldman"), Russel L. Fleischer ("Fleischer"), Roger H. Lee ("Lee"), Zachary Smotherman ("Smotherman"), Chelsea R. Stoner ("Stoner") and Dharmesh Thakker ("Thakker"). The foregoing individuals are collectively referred to as the "BV Managing Members" and, together with the foregoing entities, the "Reporting Persons." The Reporting Persons disclaim membership in any "group" with any person other than the Reporting Persons. The filing of this Schedule 13D by the Reporting Persons shall not be considered an admission that such Reporting Persons, for the purpose of Section 13(d) of the Exchange Act, are the beneficial owners of any of the shares of common stock covered in this report, and the Reporting Persons expressly disclaim such beneficial ownership. The agreement among the Reporting Persons to file this Schedule 13D jointly in accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended, (the "Act") is attached hereto as Exhibit 99.1. |
| (b) | The principal business office of the Reporting Persons is One Marina Park Drive, Suite 1100, Boston, MA 02210. |
| (c) | The principal business of the Reporting Persons is venture capital investments. Agrawal, Brown, Elhafed, Feldman, Fleischer, Lee, Smotherman, Stoner and Thakker are the sole directors of BPGP14, the general partner of BP14, which is the general partner of each of BV14, BIP14, and BV14-EF. |
| (d) | During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the last five years, none of the Reporting Persons has been a 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 of 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) | Agrawal, Brown, Feldman, Elhafed, Fleischer, Lee, Smotherman, Stoner and Thakker are citizens of the United States. BV14, BV14-EF, BIP14 and BP14 are limited partnerships organized under the laws of the Cayman Islands. BPGP14 is a limited company organized under the laws of the Cayman Islands. |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | Item 4 of this Schedule 13D is incorporated herein by reference. |
| Item 4. | Purpose of Transaction |
| | On April 20, 2026, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with steute Industrial Controls, Inc., a Connecticut corporation ("Parent"), and Steute Burwell Inc., a Minnesota corporation and a wholly owned subsidiary of Parent ("Merger Sub"). Pursuant to the terms of the Merger Agreement, Parent will acquire the Issuer through the merger of Merger Sub with and into the Issuer, with the Issuer continuing as the surviving corporation of the merger (the "Merger") and a wholly owned subsidiary of Parent, subject to the terms and conditions set forth in the Merger Agreement. Parent and Merger Sub are each affiliates of BV14, BV14-EF and BIP 14. The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is attached hereto as Exhibit 99.2 and incorporated by reference herein.
Concurrently with the execution of the Merger Agreement, all of the Company's directors and a majority of the Company's largest shareholders--Jeffrey D. Peterson, Patricia N. Peterson, Lynne E. Peterson, John E. Peterson, and Paul R. Peterson--(collectively, the "Voting Parties") entered into voting agreements in favor of Parent and Merger Sub, pursuant to which such persons have, subject to the terms and conditions set forth therein, agreed to vote all of their shares of common stock, $0.10 par value per share, of the Issuer ("Common Stock") owned by the Voting Parties, representing approximately 52.48% of the Issuer's issued and outstanding Common Stock in the aggregate, in favor of the Merger and the adoption of the Merger Agreement and against any alternative transaction proposal (collectively, the "Voting Agreements"). In addition, each shareholder party to a Voting Agreement has agreed not to take certain actions, including (i) transferring any Shares (subject to certain exceptions), (ii) granting any proxies or powers of attorney or (iii) exercising any dissenters' rights with respect to the Merger. No separate consideration was paid by Parent or Merger Sub in connection with the Voting Agreement. The foregoing description of the Voting Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Voting Agreement, a copy of which is attached hereto as Exhibit 99.3 and incorporated by reference herein. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | As a result of the Voting Agreements, the Reporting Persons may be deemed to be the beneficial owner of 1,939,258 shares of the Issuer's Common Stock, which includes 60,000 shares of Common Stock issuable upon the exercise of stock options or assumed to be exercisable within 60 days of April 20, 2026 and 17,500 shares of Common Stock issuable upon the settlement of restricted stock units covered by the Voting Agreements that are either settleable or assumed to be settleable within 60 days of April 20, 2026.
The Reporting Persons may be deemed to have the shared power to direct the vote of the shares of the Issuer's Common Stock subject to the Voting Agreements with respect to those matters described in Item
4. However, the Reporting Persons (i) are not entitled to any rights as a shareholder of the Issuer as to the shares of the Issuer's Common Stock subject to the Voting Agreements, (ii) disclaim any beneficial ownership of the shares of the Issuer's Common Stock covered by the Voting Agreements, (iii) do not have the power to dispose of the shares of the Issuer's Common Stock covered by the Voting Agreements, and (iv) do not have the power to cause the stock options to be exercised or the restricted stock units to be settled. Except as described in this Schedule 13D, none of the Reporting Persons beneficially owns any shares of the Issuer's Common Stock.
BP14 is the general partner of each of BV14, BIP14, and BV14-EF; BPGP14 is the general partner of BP14. The BV Managing Members are the directors of BPGP14. |
| (b) | Rows 7 through 10 of each Reporting Person's cover page to this Schedule 13D set forth the number of shares of Common Stock as to which such Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition and are incorporated by reference. |
| (c) | Except as set forth herein, none of the Reporting Persons has effected any transactions with respect to the securities of the Issuer during the past sixty days. |
| (d) | No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, the securities beneficially owned by any of the Reporting Persons. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | Item 4 of this Schedule 13D is incorporated herein by reference. |
| Item 7. | Material to be Filed as Exhibits. |
| | Exhibit 99.1 Joint Filing Agreement
Exhibit 99.2 Form of Agreement and Plan of Merger, dated as of April 20, 2026 (incorporated by reference to Exhibit 2.1 to the Issuer's Current Report on Form 8-K/A filed with the SEC as of April 27, 2026).
Exhibit 99.3 Form of Voting Agreement (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K/A filed with the SEC as of April 27, 2026).
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