Schedule 13D/A (Amendment No. 5)

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D

[Rule 13d-101]

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a)

(Amendment No. 5)*

SIFCO Industries, Inc.

(Name of Issuer)

Common Stock, $1.00 Par Value

(Title of Class of Securities)

826546103

(CUSIP Number)

Janice G. Carlson, Trustee

31556 Tres Lomas

Bulverde, TX 78163

210-602-5353

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

January 18, 2019

(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. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^*	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).


1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Janice G. Carlson, Trustee
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) OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.	Citizenship or Place of Organization USA
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power
		8.	Shared Voting Power 1,819,674
		9.	Sole Dispositive Power
		10.	Shared Dispositive Power
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,819,674
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13.	Percent of Class Represented by Amount in Row (11) 31.9%¹
14.	Type of Reporting Person (See Instructions) OO

¹	Calculated based on 5,689,939 shares of Common Stock, $1.00 par value, of SIFCO Industries, Inc., outstanding as of October 31, 2018, as reported in SIFCO Industries, Inc.’s annual report on Form 10-K for the year ended September 30, 2018.

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1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Charles H. Smith, III, Trustee
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) OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.	Citizenship or Place of Organization USA
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power
		8.	Shared Voting Power 1,819,674
		9.	Sole Dispositive Power
		10.	Shared Dispositive Power
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,819,674
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13.	Percent of Class Represented by Amount in Row (11) 31.9%²
14.	Type of Reporting Person (See Instructions) OO

²	Calculated based on 5,689,939 shares of Common Stock, $1.00 par value, of SIFCO Industries, Inc., outstanding as of October 31, 2018, as reported in SIFCO Industries, Inc.’s annual report on Form 10-K for the year ended September 30, 2018.

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Item 1. Security and Issuer

This statement relates to Common Stock, par value $1.00 per share (“Common Stock”), of SIFCO Industries, Inc., an Ohio corporation (“SIFCO”), whose principal executive offices are located at 970 East 64th Street, Cleveland, Ohio 44103.

Item 2. Identity and Background

This statement is filed by Janice G. Carlson and Charles H. Smith, III as trustees (collectively, the “Trustees”) under the Voting Trust Agreement, dated January 31, 2017 and the Voting Trust Extension Agreement, dated January 18, 2019, which extends the Voting Trust until January 31, 2021, as per the attached exhibit (collectively, the “Voting Trust Agreement”).

Information as to each of these individuals is set forth below:

(a) This statement is being filed by: Janice G. Carlson and Charles H. Smith, III.

(b) The addresses of the reporting persons are as follows:

Mrs. Carlson’s residence address is 31556 Tres Lomas, Bulverde, TX 78163.

Mr. Smith’s residence address is 5033 Cool Fountain Ln, Centerville, VA 20120.

(c) The reporting persons’ present principal occupations and, where applicable, name, principal business and address of such employment are as follows:

Mrs. Carlson’s present principal occupation is homemaker.

Mr. Smith’s present principal occupation is Chief Financial Officer at 3-iT Accounting and Financial Services Corp. (an accounting firm), 1800 Diagonal Road, Suite 600, Alexandria, VA 22314.

(d) Neither Mrs. Carlson nor Mr. Smith has, during the last five years, been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) Neither Mrs. Carlson nor Mr. Smith has, during the last five years, been a party to any civil proceeding as a result of which he or she is subject to any judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.

(f) Mrs. Carlson and Mr. Smith are citizens of the United States.

Item 3.

Source and Amount of Funds or Other Consideration

Pursuant to the terms of the Voting Trust Agreement, the shareholders party to such agreement have deposited with Mrs. Carlson and Mr. Smith, as Trustees, 1,819,674 shares of SIFCO Common Stock.

Item 4.

Purpose of Transaction

The purpose of the formation of the Voting Trust Agreement is to continue the investment in SIFCO of the shareholders party to the Voting Trust Agreement and to continue to maintain the stability of SIFCO through the Trustees’ exercise of voting control over the SIFCO Common Stock in the Voting Trust. This statement is being filed due to the entrance of the signing shareholders into a new Voting Trust Agreement, which has a term of two years (unless extended or earlier terminated in accordance with its terms).

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The Trustees have no plan or proposal that would result in:

(a) the acquisition or disposition of any additional SIFCO securities by any person;

(b) an extraordinary corporate transaction such as a merger, reorganization or liquidation involving SIFCO or any of its subsidiaries;

(d) any change in the present Board of Directors or management of SIFCO, including any plan or proposal to change the number or term of directors or fill any existing vacancies on the Board;

(e) any material change in the present capitalization or dividend policy of SIFCO;

(f) any other material change in SIFCO’s business or corporate structure;

(g) changes in SIFCO’s Articles of Incorporation or Regulations or instruments corresponding thereto or other actions which may impede the acquisition of control of SIFCO by any person;

(h) causing a class of securities of SIFCO to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

(i) a class of equity securities of SIFCO becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or

(j) any action similar to any of those enumerated above.

Item 5.

Interest in Securities of the Issuer

(a), (b) The aggregate number of SIFCO shares of Common Stock subject to the Voting Trust Agreement is 1,819,674, constituting approximately 31.9% of the 5,689,939 shares of Common Stock of SIFCO outstanding as of October 31, 2018, as reported in SIFCO’s annual report on Form 10-K for the fiscal year ended September 30, 2018. The ownership of voting trust certificates under the Voting Trust Agreement is set forth on the signature pages thereto. Mrs. Carlson and Mr. Smith, as Trustees, share the power to vote the Common Stock subject to the Voting Trust Agreement. Although the Trustees do not have the power to dispose of the Common Stock subject to the Voting Trust, they share the power to terminate the Voting Trust or to return Common Stock subject to the Trust to holders of voting trust certificates.

(d) Under the terms of the Voting Trust Agreement, all dividends paid with respect to shares of SIFCO subject to the Voting Trust Agreement are distributed to the holders of the related voting trust certificates.

(e) Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Except for the matters described herein, the reporting persons do not have any contract, arrangement, understanding or relationship (legal or otherwise) with any person with respect to the securities of SIFCO.

Item 7.

Material to Be Filed as Exhibits


Exhibit No.		Description

1.		Voting Trust Extension Agreement dated January 18, 2019.

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Signatures

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: January 18, 2019				/s/ Charles H. Smith, III
				Charles H. Smith, III, Trustee

				/s/ Janice G. Carlson
				Janice G. Carlson, Trustee

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Exhibit 1

Exhibit 1

VOTING TRUST EXTENSION AGREEMENT

THIS AGREEMENT entered into as of January 18, 2019 by and among those holders of Common Shares of SIFCO Industries, Inc. executing and delivering this Agreement (“Shareholders”) and JANICE G. CARLSON and CHARLES H. SMITH, III, as Trustees and their successors in trust (said named Trustees and their successors being hereinafter called the “Trustees”);

WITNESSES THAT:

As of February 1, 2017 certain shareholders of SIFCO Industries, Inc. (the “Company”) entered into a Voting Trust Agreement (the “Trust Agreement”) with respect to their shares of Common Stock in the Company; and

Pursuant to Section 14 of the Trust Agreement, the term of Trust Agreement may be extended for an additional period not to exceed two years upon the concurrence of the holders of Trust Certificates representing not less than 85% of the 1,819,674 shares deposited under the Trust Agreement, (after giving effect to stock dividends issued subsequent to the date of the Trust Agreement, the “Trust Shares”); and

The shareholders constituting the holders of Trust Certificates representing not less than 85% of the Trust Shares wish to extend the term of the Trust Agreement, on the terms and conditions set forth therein, for an additional two (2) years from January 31, 2019.

NOW, THEREFORE, each Shareholder of the Company who becomes a party hereto agrees with each of the other such Shareholders for himself and his heirs, administrators, successors and assigns as follows:

1. EXTENSION OF TRUST AGREEMENT. The Trust Agreement shall be extended, unless sooner terminated on the terms and conditions set forth therein, to January 31, 2021, upon the occurrence prior to January 31, 2019 of the earlier of either:

(a) the execution of this Agreement by the holders of not less than 1,546,723 shares of Common Stock of the Company, such number representing not less than 85% of the Trust Shares,

(b) the presentation to the Company of a certificate signed by the Secretary of the meeting, certifying that at a meeting duly called and held for the purpose of considering an extension, at a place in Cuyahoga County, Ohio, specified in a notice given either by the Trustees or a Trust Certificate holder, not less than ten (10) nor more than thirty (30)days prior to such meeting to each Trust Certificate holder under the Trust Agreement, the holders of Trust Certificates representing not less than 85% of the Trust Shares voted in favor of this extension.

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2. DEFINED TERMS. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Trust Agreement.

3. EXECUTION. This Extension Agreement may be executed in any number of counterparts, each of which, when executed, shall be deemed to be an original and all of which together shall constitute but one and the same instrument. This Extension Agreement shall inure to the benefit of, and be binding upon, all persons executing it and their respective heirs, executors, administrators, legatees and assigns.

IN WITNESS WHEREOF, the Trustees have executed and delivered this Extension Agreement and the Shareholders have become parties hereto in the manner herein before provided.

TRUSTEES:

/s/ Janice G. Carlson

Janice G. Carlson

/s/ Charles H. Smith, III

Charles H. Smith, III

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VOTING TRUST EXTENSION AGREEMENT

TO JANUARY 31, 2021


SHAREHOLDER	NUMBER OF SHARES	SIGNATURE	DATE

Jeffrey Gotschall	219,323	/s/ Jeffrey Gotschall	10/11/18

Dianne Gotschall	400	/s/ Dianne Gotschall	10/11/18

Judith Gotschall	29,715	/s/ Judith Gotschall	10/12/18

Andrew Gotschall	29,715	/s/ Andrew Gotschall	10/11/18

Andrew Gotschall custodian for: Addison Gotschall	700	/s/ Andrew Gotschall	10/11/18

Charles Gotschall	29,715	/s/ Charles Gotschall	12/10/18

Craig Ramsey	27,240	/s/ Craig Ramsey	10/12/18

Alison Weston	27,240	/s/ Alison Weston	10/12/18

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VOTING TRUST EXTENSION AGREEMENT

TO JANUARY 31, 2021


SHAREHOLDER	NUMBER OF SHARES	SIGNATURE	DATE

Janice Carlson	177,174	/s/ Janice Carlson	11/11/18

Christie Lennen	34,925	/s/ Christie Lennen	11/12/18

Christie Lennen custodian for: Colton Lennen	17,800	/s/ Christie Lennen	11/12/18

Christie Lennen custodian for: Kelby Lennen	6,400	/s/ Christie Lennen	11/12/18

David Fulcher	31,075	/s/ David Fulcher	11/20/18

David Fulcher custodian for: Jessica Fulcher	17,500	/s/ David Fulcher	11/20/18

David Fulcher custodian for: Alyssa Fulcher	6,100	/s/ David Fulcher	11/20/18

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VOTING TRUST EXTENSION AGREEMENT

TO JANUARY 31, 2021


SHAREHOLDER	NUMBER OF SHARES	SIGNATURE	DATE

Laura Gifford	187,818	/s/ Laura Gifford	11/21/18

Robert Gifford Jr.	27,400	/s/ Robert Gifford Jr.	11/21/18

Terry Gifford	28,200	/s/ Terry Gifford	11/21/18

CHS Foundation Laura Gifford, Trustee	913	/s/ Laura Gifford	11/21/18

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VOTING TRUST EXTENSION AGREEMENT

TO JANUARY 31, 2021


SHAREHOLDER	NUMBER OF SHARES	SIGNATURE	DATE

PNC, and its successors, as trustee of the Rhea D. Smith Trust for the benefit of CH Smith III dated December 8, 1981 as amended and restated on September 16, 1989 By: Richard Mack	121,678	/s/ Richard Mack	1/10/19

PNC, and its successors, as trustee of the Charles H. Smith, Jr. Irrevocable Trust for the benefit of CH Smith III dated September 5, 1990. By: Richard Mack	57,067	/s/ Richard Mack	1/10/19

Charles Smith III	43,766	/s/ Charles Smith III	1/5/19

Hilda Smith	10,000	/s/ Hilda Smith	1/12/19

Jennifer Woodhouse	17,092	/s/ Jennifer Woodhouse	1/5/19

Jennifer Woodhouse Custodian for Henry J. Woodhouse	1,000	/s/ Jennifer Woodhouse	1/5/19

Jennifer Woodhouse Custodian for Ethan M. Woodhouse	1,000	/s/ Jennifer Woodhouse	1/5/19

C Jason Smith	18,959	/s/ C Jason Smith	1/5/19

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VOTING TRUST EXTENSION AGREEMENT

TO JANUARY 31, 2021


SHAREHOLDER	NUMBER OF SHARES	SIGNATURE	DATE

PNC, and its successors, as trustee of the Rhea D. Smith Trust for the benefit of D Dowell dated December 8, 1981 as amended and restated on September 16, 1989 By: Richard Mack	121,678	/s/ Richard Mack	1/10/19

PNC, and its successors, as trustee of the Charles H. Smith, Jr. Irrevocable Trust for the benefit of D Dowell dated September 5, 1990. By: Richard Mack	57,067	/s/ Richard Mack	1/10/19

Deborah Dowdell	57,541	/s/ Deborah Dowdell	12/16/18

Ryan Morris	13,363	/s/ Ryan Morris	11/28/18

Ryan Morris custodian for: Kaitlin Morris	4,250	/s/ Ryan Morris	11/28/18

Ryan Morris custodian for: Matthew Morris	4,250	/s/ Ryan Morris	11/28/18

Ryan Morris custodian for: Ashley Morris	1,950	/s/ Ryan Morris	11/28/18

Adam Morris	16,113	/s/ Adam Morris	12/15/18

Adam Morris custodian for: Maksim Morris	400	/s/ Adam Morris	12/15/18

Molly D Trappe	14,863	/s/ Molly D Trappe	11/11/18

Molly D Trappe custodian for: Taylor Trappe	900	/s/ Molly D Trappe	11/11/18

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VOTING TRUST EXTENSION AGREEMENT

TO JANUARY 31, 2021


SHAREHOLDER	NUMBER OF SHARES	SIGNATURE	DATE

PNC, and its successors, as trustee of the Charles H. Smith, Jr. Irrevocable Trust for the benefit of H Smith dated September 5, 1990. By: Richard Mack	57,068	/s/ Richard Mack	1/10/19

PNC, and its successors, as trustee of the Rhea D. Smith Trust for the benefit of H Smith dated December 8, 1981 as amended and restated on September 16, 1989 By: Richard Mack	121,678	/s/ Richard Mack	1/10/19

Hudson Smith	66,820	/s/ Hudson Smith	12/7/18

Deborah Ann Smith	6,255	/s/ Deborah Ann Smith	12/7/18

Hudson Smith Jr	25,000	/s/ Hudson Smith Jr	12/8/18

Hudson Smith Jr custodian for: Peyton Smith	1,700	/s/ Hudson Smith Jr	12/8/18

Hudson Smith Jr custodian for: Charlotte Smith	1,700	/s/ Hudson Smith Jr	12/8/18

Hudson Smith Jr custodian for: Whitney Smith	1,700	/s/ Hudson Smith Jr	12/8/18

Cynthia R Champ	25,000	/s/ Cynthia R Champ	12/15/18

Cynthia R Champ custodian for: Elise Day Champ	1,700	/s/ Cynthia R Champ	12/15/18

Cynthia R Champ custodian for: William Champ	1,700	/s/ Cynthia R Champ	12/15/18

Cynthia R Champ custodian for: Hudson Graham Champ	1,700	/s/ Cynthia R Champ	12/15/18

C Halle Smith	25,000	/s/ C Halle Smith	12/18/18

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