Schedule 13D: MCVT Insider Stake Climbs to 5.2% with 315,556 Shares

Rhea-AI Filing Summary

Key disclosure: Director Lyle Berman has filed a Schedule 13D reporting beneficial ownership of 315,556 common shares of Mill City Ventures III (MCVT), equal to 5.2 % of the 6,062,773 shares outstanding.

The filing does not reflect new share purchases. Instead, the percentage increase results from the company’s share repurchases completed in May 2025, which reduced the public float and pushed Berman’s stake above the 5 % reporting threshold.

All 315,556 shares are held with sole voting and dispositive power; there is no shared ownership, derivative exposure, or recent trading activity (no transactions in the last 60 days). The only reported relationship is Berman’s role as a director.

The 13D lists no plans or proposals regarding additional acquisitions, disposition of assets, or changes in corporate control, and it includes no exhibits or special contractual arrangements.

For investors, the document confirms (1) an active share-buyback program that is shrinking the share count and (2) continued insider alignment through meaningful personal ownership by a board member. While not a direct catalyst, the filing offers incremental insight into capital-allocation activity and insider positioning.

Insights

Financial Analyst

TL;DR: Insider stake tops 5 % due to buybacks—signal is informational, not directional.

The filing shows Berman’s ownership percentage rose above 5 % because the company repurchased shares, not because he bought more stock. That limits the signal’s predictive value; no fresh capital was deployed. Nonetheless, a float reduction benefits remaining shareholders by boosting EPS and insider alignment. Absence of planned actions or activism makes the impact largely neutral from a valuation standpoint.

Corporate Governance Specialist

TL;DR: 5.2 % stake confirms board skin-in-the-game; governance outlook unchanged.

Crossing the 5 % line turns Berman into a Section 13(d) filer, increasing disclosure obligations and transparency for investors. The lack of group activity, legal proceedings, or strategic intentions keeps governance risk low. Share repurchases that tighten insider control warrant monitoring, but current data suggest standard capital-management rather than an attempt to consolidate power.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Mill City Ventures III, Ltd

(Name of Issuer)

COMMON STOCK, $0.001 PAR VALUE PER SHARE

(Title of Class of Securities)

59982U200

(CUSIP Number)

Lyle A. Berman
10275 Wayzata Blvd., Suite 100
Minnetonka, MD, 55305
952-956-2875

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

03/14/2025

(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. 59982U200

1

Name of reporting person

BERMAN LYLE

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)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 315,556.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 315,556.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

315,556.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

5.2 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Note to Section 7,9,11 and 13: Based on 6,062,773 shares of common stock of the issuer that were issued and outstanding as of the date of the filing of this document.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: COMMON STOCK, $0.001 PAR VALUE PER SHARE
(b)	Name of Issuer: Mill City Ventures III, Ltd
(c)	Address of Issuer's Principal Executive Offices: 1907 WAYZATA BOULEVARD, SUITE 205, WAYZATA, MINNESOTA , 55391.
Item 2.	Identity and Background
(a)	Lyle Berman
(b)	130 Cheshire Lane, Minnetonka, MN 55305
(c)	Not applicable
(d)	Not applicable
(e)	Not applicable
(f)	USA
Item 3.	Source and Amount of Funds or Other Consideration
	Funded entirely with personal capital
Item 4.	Purpose of Transaction
	The reporting person is a director of the issuer. This filing is being made solely as a result of a decrease in the number of issued and outstanding shares of the issuer's common stock, which in turn resulted from the issuer's repurchases of shares during May 2025.
Item 5.	Interest in Securities of the Issuer
(a)	315,556 shares of Common Stock
(b)	315,556 sole voting and sole dispositive power
(c)	The reporting person effected no transactions during the last 60 days. This filing is being made solely as a result of a decrease in the number of issued and outstanding shares of the issuer's common stock, which in turn resulted from the issuer's repurchases of shares during May 2025.
(d)	Not applicable
(e)	Not applicable
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The reporting person is a director of the issuer.
Item 7.	Material to be Filed as Exhibits.
	None.

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.

BERMAN LYLE

Signature:	/s/ Lyle Berman
Name/Title:	Lyle Berman
Date:	06/24/2025

FAQ

How many MCVT shares does Lyle Berman own?

315,556 common shares as reported in the Schedule 13D.

What percentage of Mill City Ventures III does this represent?

The filing states a 5.2 % ownership stake based on 6,062,773 shares outstanding.

Did Lyle Berman purchase additional shares recently?

No. The filing notes no transactions in the past 60 days; the percentage change stems from company buybacks.

Why was this Schedule 13D necessary?

Berman’s stake rose above the 5 % SEC reporting threshold after MCVT repurchased shares, requiring disclosure.

Does the 13D reveal any plans for further acquisitions or control changes?

No. The filing lists no current plans or proposals beyond normal board duties.

What is the reported share count outstanding for MCVT?

The document cites 6,062,773 shares outstanding at the time of filing.