s22-9599_potomac.htm
SEC 1745 Potential persons who are to respond to
the collection of information
(02-02) contained in this form are not
required to respond unless the form
displays
a currently valid OMB control number.
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
13G/A
(Rule 13d-102)
Information
Statement Pursuant to Rules 13d-1 and 13d-2
Under
the Securities Exchange Act of 1934
Advanced
Photonix, Inc.
(Name
of Issuer)
Common
Stock, par value $.001 per share
(Title
of Class of Securities)
00754E107
(CUSIP
Number)
February
8, 2010
(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
disclosures provided in a prior cover page.
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).
CUSIP No. 00754E107
1. Names of Reporting Persons. I.R.S.
Identification Nos. of above persons
(entities only)
Potomac Capital Management
LLC
13-3984298
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
New York
Number
of 5. Sole Voting
Power
Shares 1,624,163(1)
Beneficially
Owned
by 6. Shared Voting
Power
Each 0
Reporting
Person With 7.
Sole Dispositive Power
1,624,163(1)
8.
Shared Dispositive Power
0
9. Aggregate Amount Beneficially Owned by
Each Reporting Person
The Reporting Person owns
1,624,163 shares consisting of 1,417,144 shares
of common stock and 207,019
warrants.(1)
10. Check if the Aggregate Amount in Row (9)
Excludes Certain Shares
(See Instructions) [
]
11. Percent of Class Represented by Amount in
Row (9)
6.6 %(2)
12. Type of Reporting Person (See
Instructions)
HC; OO (Limited Liability
Company)
---------------------
(1) Potomac Capital Management LLC may be deemed
to hold an indirect beneficial interest in these shares, which are directly
beneficially owned by Potomac Capital Partners, LP. Potomac Capital
Management LLC is the General Partner of Potomac Capital Partners,
LP. Mr. Paul J. Solit is the Managing Member of Potomac Capital
Management, LLC.
(2) Based on 24,463,978 shares of common stock
of Advanced Photonix, Inc. outstanding as of February 3, 2010.
CUSIP No. 00754E107
1 . Names of Reporting Persons. I.R.S. Identification
Nos. of above persons
(entities only)
Potomac Capital Management
Inc.
13-3984786
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
New York
Number
of 5. Sole Voting
Power
Shares 1,221,222(3)
Beneficially
Owned
by 6. Shared Voting
Power
Each 0
Reporting
Person With 7.
Sole Dispositive Power
1,221,222(3)
8.
Shared Dispositive Power
0
9. Aggregate Amount Beneficially Owned by
Each Reporting Person
The Reporting Person owns
1,221,222 shares consisting of 928,241
shares of common stock and
292,981 warrants.(3)
10. Check if the Aggregate Amount in Row (9)
Excludes Certain Shares (See
Instructions) [
]
11. Percent of Class Represented by Amount in
Row (9)
5.0%(4)
12. Type of Reporting Person (See
Instructions)
HC; CO
---------------------
(3) Potomac Capital Management Inc. may be
deemed to hold an indirect beneficial interest in these shares, which are
directly beneficially owned by Potomac Capital International Ltd. and Pleiades
Investment Partners-R, LP. Potomac Capital Management Inc. is the
General Partner of both Potomac Capital International Ltd. and Pleiades
Investment Partners-R, LP. Mr. Paul J. Solit is the Managing Member
of Potomac Capital Management Inc.
(4) Based on 24,463,978 shares of common stock
of Advanced Photonix, Inc. outstanding as of February 3, 2010.
CUSIP No. 00754E107
1. Names of Reporting Persons. I.R.S.
Identification Nos. of above persons
(entities only)
Paul J. Solit
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
Number
of 5. Sole Voting
Power
Shares 5,000
Beneficially
Owned
by 6. Shared Voting
Power
Each 2,845,385
Reporting
Person With 7.
Sole Dispositive Power
5,000
8.
Shared Dispositive Power
2,845,385
9. Aggregate Amount Beneficially Owned by
Each Reporting Person
The Reporting Person owns
2,850,385 shares consisting of 2,350,385 shares
of common stock and 500,000
warrants.
10. Check if the Aggregate Amount in Row (9)
Excludes Certain Shares
(See Instructions)
[ ]
11. Percent of Class Represented by Amount in
Row (9)
11.7%(5)
12. Type of Reporting Person (See
Instructions)
IN; HC
---------------------
(5) Based on 24,463,978 shares of common stock
of Advanced Photonix, Inc. outstanding as of February 3, 2010.
Item 1.
(a) Name of
Issuer
ADVANCED
PHOTONIX, INC.
(b) Address of
Issuer's Principal Executive Offices
2925
Boardwalk,
Ann
Arbor, Michigan 48104
Item 2.
(a) Name of Person
Filing This statement is being filed by
(i) Potomac
Capital Management LLC;
(ii) Potomac
Capital Management Inc.; and
(iii)
Paul J. Solit
(b) Address of
Principal Business Office or, if none, Residence
(i),
(ii), and (iii)
825
Third Avenue, 33rd Floor
New
York, New York 10022
(c) Citizenship
(i) New
York
(ii) New
York
(iii)
U.S.
(d) Title of Class
of Securities
Common
Stock, par value $.001 per share
(e) CUSIP
Number
00754E107
Item 3. Not Applicable
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.
Potomac Capital Management LLC
(a) Amount
beneficially owned:
1,624,163
(b) Percent of
class:
6.6%
(c) Number of
shares as to which the person has:
(i) Sole
power to vote or to direct the vote
1,624,163
(ii) Shared
power to vote or to direct the vote
0
(iii)
Sole power to dispose or to direct the disposition of
1,624,163
(iv) Shared
power to dispose or to direct the disposition of
0
Potomac Capital Management, Inc.
(a) Amount
beneficially owned:
1,221,222
(b) Percent of
class:
5.0%
(c) Number of
shares as to which the person has:
(i) Sole
power to vote or to direct the vote
1,221,222
(ii) Shared
power to vote or to direct the vote
0
(iii)
Sole power to dispose or to direct the disposition of
1,221,222
(iv) Shared
power to dispose or to direct the disposition of
0
Paul J. Solit
(a) Amount beneficially
owned:
2,850,385
(b) Percent of
class:
11.7%
(c) Number of shares as to
which the person has:
(i) Sole
power to vote or to direct the vote
5,000
(ii) Shared
power to vote or to direct the vote
2,845,385
(iii)
Sole power to dispose or to direct the disposition of
5,000
(iv) Shared
power to dispose or to direct the disposition of
2,845,385
Item 5. Ownership of
Five Percent or Less of a Class
If this Statement is being filed to report the fact that as
of the date hereof
the Reporting Persons have ceased to be the beneficial
owner of more than five
percent of the class of securities, check the following [
]
Item 6. Ownership of More than Five 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 See Exhibit A attached hereto.
Item 8. Identification and Classification of
Members of the Group
Not
Applicable.
Item 9. Notice of Dissolution of
Group
Not
Applicable.
Item 10. Certification
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.
Dated this 3rd day of March, 2010
POTOMAC
CAPITAL MANAGEMENT LLC
By: /s/
Paul J. Solit
---------------------------------
Paul
J. Solit, Managing Member
POTOMAC
CAPITAL MANAGEMENT INC.
By: /s/
Paul J. Solit
---------------------------------
Paul
J. Solit, President
PAUL
J. SOLIT
By: /s/
Paul J. Solit
---------------------------------
Paul
J. Solit
EXHIBIT INDEX
The following exhibits are filed with this report on
Schedule 13G/A:
Exhibit A Identification of entities which
acquired the shares which are the
subject
of this report on Schedule 13G/A.
Exhibit B Joint Filing Agreement dated
March 3, 2010 among Potomac Capital
Management
LLC, Potomac Capital Management, Inc. and Paul J. Solit