This Schedule 13G/A discloses that Michael Torok and related entities beneficially own a combined 1,400,000 shares of KVH Industries common stock, representing approximately 7.18% of the outstanding shares. The filing identifies JEC II Associates, LLC holding 690,000 shares (3.54%) and The Heidi S. Shippell-Heiland 2008 Irrevocable Trust holding 160,000 shares (0.82%), using a total share count of 19,504,764 for the calculation.
Voting and dispositive authority are specified: Mr. Torok has sole voting and dispositive power over 550,000 shares and shared voting and dispositive power over 850,000 shares. The filing is a joint Schedule 13G/A and includes a certification that the shares were not acquired to change or influence control of the issuer.
Positive
Michael Torok beneficially owns 1,400,000 KVHI shares (~7.18%)
JEC II Associates, LLC and the Trust disclosed holdings: 690,000 (3.54%) and 160,000 (0.82%)
Total shares outstanding used for calculation: 19,504,764
Filing includes Item 10 certification stating shares were not acquired to change or influence control
Joint Filing Agreement (Exhibit 99.1) is referenced, showing coordinated disclosure
Negative
None.
Insights
TL;DR: A named insider and affiliated entities report a material passive stake—1.4M shares (7.18%)—disclosed on a joint Schedule 13G/A.
The filing shows concentrated ownership by a single individual through direct holdings, a managed LLC and a trust. At 7.18% of the class, this position is large enough to merit investor attention but the Schedule 13G/A format and the Item 10 certification indicate the holders represent a passive position rather than an explicit attempt to change control. Key metrics: 1,400,000 shares beneficially owned, total outstanding 19,504,764 shares, sole voting/dispositive power of 550,000 shares for Mr. Torok.
TL;DR: The joint filing provides clear ownership and voting-power breakdowns, supporting transparent governance disclosure.
The Schedule 13G/A identifies the governance relationships and power allocation: JEC II and the Trust are disclosed as separate reporting persons while Mr. Torok is reported as manager and trustee and as a direct holder. The declaration that the shares were not acquired to influence control reduces immediate takeover concerns, but the combined holding above 5% could influence shareholder votes depending on alignment among the holders. The filing references a Joint Filing Agreement (Exhibit 99.1) governing the coordinated disclosure.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
KVH INDUSTRIES INC \DE\
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
482738101
(CUSIP Number)
06/30/2025
(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)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
482738101
1
Names of Reporting Persons
JEC II Associates, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
690,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
690,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
690,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
3.54 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: [1] For purposes of calculating beneficial ownership in this statement on this Schedule 13G/A as of August 8, 2025, the total number of shares of Common Stock outstanding is 19,504,764 as of August 4, 2025, as disclosed by the Issuer in its Quarterly Report on Form 10-Q filed on August 7, 2025 with the Securities and Exchange Commission. The percentage provided represents the number of shares of Common Stock beneficially owned by the applicable Reporting Person divided by the number of shares of Common Stock outstanding as reported by the Issuer.
SCHEDULE 13G
CUSIP No.
482738101
1
Names of Reporting Persons
The Heidi S. Shippell-Heiland 2008 Irrevocable Trust
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
160,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
160,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
160,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.82 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
482738101
1
Names of Reporting Persons
Michael Torok
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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
550,000.00
6
Shared Voting Power
850,000.00
7
Sole Dispositive Power
550,000.00
8
Shared Dispositive Power
850,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,400,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.18 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
KVH INDUSTRIES INC \DE\
(b)
Address of issuer's principal executive offices:
50 Enterprise Center, Middletown, Rhode Island, 02842
Item 2.
(a)
Name of person filing:
This statement is filed by:
(i) JEC II Associates, LLC, a Delaware limited liability company ("JEC II"), with respect to the shares of Common Stock, $0.01 par value per share (the "Common Stock") of KVH Industries, Inc., directly and beneficially owned by it;
(ii) The Heidi S. Shippell-Heiland 2008 Irrevocable Trust, a Delaware trust (the "Trust"), with respect to the shares of Common Stock directly and beneficially owned by it; and
(iii) Michael Torok ("Mr. Torok"), with respect to the shares of Common Stock directly owned by him and beneficially owned as the Manager of JEC II and Trustee 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 attached hereto as Exhibit 99.1. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13G/A.
(b)
Address or principal business office or, if none, residence:
The principal business address of each of JEC II, the Trust and Mr. Torok is 68 Mazzeo Drive, Randolph, Massachusetts 02368.
(c)
Citizenship:
(i) JEC II is a Delaware limited liability company;
(ii) The Trust is a Delaware Trust; and
(iii) Mr. Torok is a citizen of the United States.
(d)
Title of class of securities:
Common Stock, $0.001 par value per share
(e)
CUSIP No.:
482738101
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)
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 § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 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)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
For purposes of calculating beneficial ownership in this statement on this Schedule 13G/A, the total number of shares of Common Stock outstanding is 19,504,764 as of August 4, 2025, as disclosed by the Issuer in its Quarterly Report on Form 10-Q filed on August 7, 2025 with the Securities and Exchange Commission.
I. JEC II
a. As of August 8, 2025, JEC II beneficially owns 690,000 shares of Common Stock, which are owned directly.
II. The Trust
a. As of August 8, 2025, the Trust beneficially owns 160,000 shares of Common Stock, which are owned directly.
III. Mr. Torok
a. As of August 8, 2025, Mr. Torok beneficially owns 1,400,000 shares of Common Stock, of which 255,000 shares are owned directly and 295,000 are owned by a trust to benefit Mr. Torok (as the settlor of the trust), Sara Torok, K. Peter Heiland, Matthew Canno, and Mr. Torok's descendants. As the Manager of JEC II and as the Trustee of the Trust, Mr. Torok may be deemed to beneficially own the (i) 690,000 shares owned by JEC II and (ii) the 160,000 shares owned by the Trust.
(b)
Percent of class:
I. JEC II
b. Percentage of class: Approximately 3.54%
II. The Trust
b. Percentage of class: Approximately 0.82%
III. Mr. Torok
b. Percentage of class: Approximately 7.18%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
I. JEC II
c. 1. Sole power to vote or direct vote: 0
II. The Trust
c. 1. Sole power to vote or direct vote: 0
III. Mr. Torok
c. 1. Sole power to vote or direct vote: 550,000
(ii) Shared power to vote or to direct the vote:
I. JEC II
2. Shared power to vote or direct vote: 690,000
II. The Trust
2. Shared power to vote or direct vote: 160,000
III. Mr. Torok
2. Shared power to vote or direct vote: 850,000
(iii) Sole power to dispose or to direct the disposition of:
I. JEC II
3. Sole power to dispose or direct the disposition: 0
II. The Trust
3. Sole power to dispose or direct the disposition: 0
III. Mr. Torok
3. Sole power to dispose or direct the disposition: 550,000
(iv) Shared power to dispose or to direct the disposition of:
I. JEC II
4. Shared power to dispose or direct the disposition: 690,000
II. The Trust
4. Shared power to dispose or direct the disposition: 160,000
III. Mr. Torok
4. Shared power to dispose or direct the disposition: 850,000
Item 6.
Ownership of more than 5 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.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit 99.1.
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, other than activities solely in connection with a nomination under ?? 240.14a-11.
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.
JEC II Associates, LLC
Signature:
/s/ Michael Torok
Name/Title:
Michael Torok / Manager
Date:
08/08/2025
The Heidi S. Shippell-Heiland 2008 Irrevocable Trust
Signature:
/s/ Michael Torok
Name/Title:
Michael Torok / Trustee
Date:
08/08/2025
Michael Torok
Signature:
/s/ Michael Torok
Name/Title:
Michael Torok
Date:
08/08/2025
Exhibit Information
Exhibit No. Description
99.1 Joint Filing Agreement dated as of August 27, 2024, by and among JEC II Associates, LLC, The Heidi S. Shippell-Heiland 2008 Irrevocable Trust and Michael Torok (incorporated by reference herein from Exhibit 99.1 to the Schedule 13G filed with the SEC by the Reporting Persons with respect to the Issuer on August 27, 2024).
How many KVHI shares does Michael Torok own and what percentage is that?
Michael Torok beneficially owns 1,400,000 shares of KVH Industries, representing approximately 7.18% of the outstanding class (based on 19,504,764 shares outstanding).
Which entities filed the Schedule 13G/A for KVHI alongside Michael Torok?
The filing is joint by JEC II Associates, LLC (690,000 shares, 3.54%) and The Heidi S. Shippell-Heiland 2008 Irrevocable Trust (160,000 shares, 0.82%), together with Michael Torok.
Does the Schedule 13G/A say these shares were acquired to influence control of KVH Industries (KVHI)?
No. Item 10 contains a certification that the securities were not acquired and are not held for the purpose of changing or influencing control of the issuer.
What voting and dispositive powers are reported for Mr. Torok on KVHI shares?
Mr. Torok has sole voting and dispositive power over 550,000 shares and shared voting and dispositive power over 850,000 shares.
What total outstanding share count was used to calculate the percentages in the filing?
The filing uses a total outstanding share count of 19,504,764 to calculate ownership percentages.
