Twin Vee PowerCats Co. Amendment No. 1 to Schedule 13G reports that the three Reporting Persons—3i, LP; 3i Management LLC; and Maier Joshua Tarlow—have each ceased to be beneficial owners of more than five percent of the company’s common stock and now beneficially own 0 shares (0% of the class). The amendment serves as an exit filing and updates Item 4 to show zero sole and shared voting and dispositive power for each Reporting Person. The filers reference a Joint Filing Agreement filed as Exhibit 1 and certify the information as true and complete.
Positive
Clear exit filing confirming 0 shares (0%) beneficial ownership by the Reporting Persons
Joint Filing Agreement is filed as Exhibit 1, showing coordinated and compliant disclosure
Negative
Reporting Persons have ceased to be beneficial owners of more than 5%, removing prior large-holder status
No remaining voting or dispositive power reported for 3i, 3i Management, or Maier Joshua Tarlow
The Schedule 13G/A updates beneficial ownership: 3i, 3i Management and Maier J. Tarlow report 0 shares (0%) and no voting or dispositive power. This is a compliance-driven disclosure that removes these entities from materially significant holder status and reduces reported concentrated ownership. There are no operational or financial statements in this filing and no indication of transactions or continuing control arrangements within the amendment itself.
TL;DR: Governance impact appears limited—ownership cleared to zero, improving transparency on large-holder positions.
The amendment functions as an exit notice: each Reporting Person disclaims beneficial ownership above 5% and lists zero sole/shared voting and dispositive power. The filing references a Joint Filing Agreement (Exhibit 1), demonstrating coordinated disclosure among the Reporting Persons. From a governance perspective, the item is procedural and documents that these parties no longer constitute a registrable large-holder group under the applicable rule.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Twin Vee PowerCats Co.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
90177C200
(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.
90177C200
1
Names of Reporting Persons
3i, LP
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
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
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 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: This constitutes an exit filing for the reporting person.
SCHEDULE 13G
CUSIP No.
90177C200
1
Names of Reporting Persons
3i Management 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
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
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 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: This constitutes an exit filing for the reporting person.
SCHEDULE 13G
CUSIP No.
90177C200
1
Names of Reporting Persons
Maier Joshua Tarlow
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
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
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 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: This constitutes an exit filing for the reporting person.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Twin Vee PowerCats Co.
(b)
Address of issuer's principal executive offices:
3101 S. US-1, Ft. Pierce, Florida 34982
Item 2.
(a)
Name of person filing:
(i) 3i, LP, a Delaware limited partnership ("3i");
(ii) 3i Management LLC, a Delaware limited liability company ("3i Management''); and
(iii) Maier Joshua Tarlow ("Mr. Tarlow").
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons". Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed as Exhibit 1 to the Statement on Schedule 13G filed by the Reporting Persons with the U.S. Securities and Exchange Commission (the "SEC") on May 13, 2025 (the "Schedule 13G"), pursuant to which such Reporting Persons have agreed to file this Amendment No. 1 to Schedule 13G (this "Amendment No. 1") and all subsequent amendments to the Schedule 13G and Amendment No. 1 jointly in accordance with the provisions of Rule 13d-1(k) of the Act.
The filing of this Amendment No. 1 should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the shares of common stock, par value $0.001 per share (the "Common Stock"), reported herein.
(b)
Address or principal business office or, if none, residence:
The principal business address of each of the Reporting Persons is 2 Wooster Street, 2nd Floor, New York, NY 10013.
(c)
Citizenship:
3i is a Delaware limited partnership. 3i Management is a Delaware limited liability company. Mr. Tarlow is a citizen of the United States.
(d)
Title of class of securities:
Common Stock, par value $0.001 per share
(e)
CUSIP No.:
90177C200
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:
The purpose of this Amendment No. 1 is to amend and supplement the Schedule 13G in order to update the beneficial ownership information on the cover pages and in Item 4 in the Schedule 13G, including to indicate that each of the Reporting Persons has ceased to be the beneficial owner of more than five percent of the outstanding shares of Common Stock and to amend Item 5 of the Schedule 13G accordingly. This Amendment No. 1 constitutes an exit filing for each of the Reporting Persons.
The information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover pages to this Amendment No. 1 and is incorporated herein by reference for each such Reporting Person. None of the Reporting Persons beneficially owns any shares of Common Stock.
3i has the power to dispose of and the power to vote any shares of Common Stock beneficially owned by it, which power may be exercised by 3i Management, the manager and general partner of 3i. Mr. Tarlow, as the manager of 3i Management, has shared power to vote and/or dispose of any shares of Common Stock beneficially owned by each of 3i and 3i Management. Mr. Tarlow does not directly own any shares of Common Stock. By reason of the provisions of Rule 13d-3 of the Act, Mr. Tarlow may be deemed to beneficially own any shares of Common Stock beneficially owned by 3i and 3i Management, and 3i Management may be deemed to beneficially own any shares of Common Stock beneficially owned by 3i.
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 1 filed with the Schedule 13G.
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.
3i, LP
Signature:
/s/ 3i, LP
Name/Title:
Maier Joshua Tarlow, Manager of 3i Management LLC, General Partner of 3i, LP
Date:
08/08/2025
3i Management LLC
Signature:
/s/ 3i Management LLC
Name/Title:
Maier Joshua Tarlow, Manager
Date:
08/08/2025
Maier Joshua Tarlow
Signature:
/s/ Maier Joshua Tarlow
Name/Title:
Maier Joshua Tarlow
Date:
08/08/2025
Comments accompanying signature: LIST OF EXHIBITS Exhibit No. 1 - Joint Filing Agreement, dated May 13, 2025 (incorporated by reference to Exhibit 1 to the Schedule 13G filed by the Reporting Persons with the SEC on May 13, 2025).
What did the Schedule 13G/A for Twin Vee PowerCats (VEEE) disclose?
The filing states that Reporting Persons 3i, LP; 3i Management LLC; and Maier Joshua Tarlow now beneficially own 0 shares (0%) and have no sole or shared voting or dispositive power.
Who are the Reporting Persons named in the VEEE Schedule 13G/A?
The Reporting Persons are 3i, LP; 3i Management LLC; and Maier Joshua Tarlow, who filed jointly under a Joint Filing Agreement (Exhibit 1).
Does the amendment indicate any shares for which the reporting parties retain voting power?
No. The cover pages and Item 4 show 0.00 sole voting power and 0.00 shared voting power for each Reporting Person.
Is this filing an exit filing for the reporting parties for VEEE?
Yes. The amendment explicitly states it constitutes an exit filing and updates the Schedule 13G to reflect zero beneficial ownership.
Is there an exhibit referenced explaining the filing coordination?
Yes. The filing references a Joint Filing Agreement filed as Exhibit 1, incorporated by reference from the original Schedule 13G.
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