OMB APPROVAL
 
 
OMB Number:
Expires:
Estimated average burden
hours per response . . . . . .
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No.   )*
______________
Data I/O Corporation
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
237690 102
(CUSIP Number)

James R. Berman
Select Equity Group, L.P.
380 Lafayette Street, 6th Floor
New York, New York 10003
(212) 475-8335
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
(with copies to)
Michael Brandt
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, New York 10019
(212) 728-8000
June 30, 2020
(Date of Event Which Requires Filing of Statement on Schedule 13D)

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), checking the following box.  /__/

* 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)          Name of Reporting Persons:
 
Select Equity Group, L.P.
 
(2)          Check the Appropriate Box if a Member of a Group (See Instructions):
(a)          []
(b)          [X]
 
(3)          SEC Use Only:
 
(4)          Source of Funds (See Instructions):  AF
(5)          Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
 
(6)          Citizenship or Place of Organization:
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH:
(7)          Sole Voting
Power          0
(8)          Shared Voting
Power          712,755
(9)          Sole Dispositive
Power          0
(10)          Shared Dispositive
Power          712,755
(11)          Aggregate Amount Beneficially Owned by Each Reporting Person:
712,755
(12)          Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions):          [ ]
(13)          Percent of Class Represented by Amount in Row (11):
8.7%*
(14)          Type of Reporting Person (See Instructions):            PN
* Beneficial ownership based on 8,221,535 shares of Common Stock outstanding as of April 30, 2020, as reported on the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on May 13, 2020.


 (1)          Name of Reporting Persons:
 
Shinbone Alley, L.P.
 
(2)          Check the Appropriate Box if a Member of a Group (See Instructions):
(a)          []
(b)          [X]
 
(3)          SEC Use Only:
 
(4)          Source of Funds (See Instructions):  WC
(5)          Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
 
(6)          Citizenship or Place of Organization:
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH:
(7)          Sole Voting
Power          0
(8)          Shared Voting
Power          712,755
(9)          Sole Dispositive
Power          0
(10)          Shared Dispositive
Power          712,755
(11)          Aggregate Amount Beneficially Owned by Each Reporting Person:
712,755
(12)          Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions):          [ ]
(13)          Percent of Class Represented by Amount in Row (11):
8.7%*
(14)          Type of Reporting Person (See Instructions):            PN
* Beneficial ownership based on 8,221,535 shares of Common Stock outstanding as of April 30, 2020, as reported on the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on May 13, 2020.


(1)          Name of Reporting Persons:
 
Shinbone Alley Holdings, LLC
 
(2)          Check the Appropriate Box if a Member of a Group (See Instructions):
(a)          []
(b)          [X]
 
(3)          SEC Use Only:
 
(4)          Source of Funds (See Instructions):  AF
(5)          Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
 
(6)          Citizenship or Place of Organization:
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH:
(7)          Sole Voting
Power          0
(8)          Shared Voting
Power          712,755
(9)          Sole Dispositive
Power          0
(10)          Shared Dispositive
Power          712,755
(11)          Aggregate Amount Beneficially Owned by Each Reporting Person:
712,755
(12)          Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions):          [ ]
(13)          Percent of Class Represented by Amount in Row (11):
8.7%*
(14)          Type of Reporting Person (See Instructions):            OO
* Beneficial ownership based on 8,221,535 shares of Common Stock outstanding as of April 30, 2020, as reported on the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on May 13, 2020.



(1)          Name of Reporting Persons:
 
George S. Loening
 
(2)          Check the Appropriate Box if a Member of a Group (See Instructions):
(a)          []
(b)          [X]
 
(3)          SEC Use Only:
 
(4)          Source of Funds (See Instructions):  AF
(5)          Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
 
(6)          Citizenship or Place of Organization:
United States of America
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH:
(7)          Sole Voting
Power          0
(8)          Shared Voting
Power          712,755
(9)          Sole Dispositive
Power          0
(10)          Shared Dispositive
Power          712,755
(11)          Aggregate Amount Beneficially Owned by Each Reporting Person:
712,755
(12)          Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions):          [ ]
(13)          Percent of Class Represented by Amount in Row (11):
8.7%*
(14)          Type of Reporting Person (See Instructions):            IN/HC
* Beneficial ownership based on 8,221,535 shares of Common Stock outstanding as of April 30, 2020, as reported on the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on May 13, 2020.


(1)          Name of Reporting Persons:
 
John D. Delafield
 
(2)          Check the Appropriate Box if a Member of a Group (See Instructions):
(a)          []
(b)          [X]
 
(3)          SEC Use Only:
 
(4)          Source of Funds (See Instructions):  PF
(5)          Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
 
(6)          Citizenship or Place of Organization:
United States of America
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH:
(7)          Sole Voting
Power          27,200 (1)
(8)          Shared Voting
Power          0
(9)          Sole Dispositive
Power          27,200 (1)
(10)          Shared Dispositive
Power          0
(11)          Aggregate Amount Beneficially Owned by Each Reporting Person:
27,200
(12)          Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions):          [ ]
(13)          Percent of Class Represented by Amount in Row (11):
0.3%*
(14)          Type of Reporting Person (See Instructions):            IN
(1) Includes 27,200 restricted stock units held by Mr. Delafield individually, including 18,600 restricted stock units vesting on the earlier of May 18, 2021 and the Issuer’s 2021 annual meeting.
* Beneficial ownership based on 8,221,535 shares of Common Stock outstanding as of April 30, 2020, as reported on the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on May 13, 2020.




ITEM 1.
SECURITY AND ISSUER
This Schedule 13D relates to shares of Common Stock, no par value (the “Common Stock”), of Data I/O Corporation, a Delaware corporation (the “Issuer”).
The address of the Issuer’s principal executive offices is 6645 185 Ave NE, Suite 100, Redmond, Washington 98052.
ITEM 2.
IDENTITY AND BACKGROUND

(a)
This Schedule 13D is being filed by Select Equity Group, L.P., a Delaware limited partnership (“Select Equity”), Shinbone Alley, L.P. (formerly Delafield Hambrecht Partners Fund, LP), a Delaware limited partnership (“Shinbone Alley”), Shinbone Alley Holdings, LLC, a Delaware limited liability company (“Shinbone Alley Holdings”) , George S. Loening and John D. Delafield (the foregoing entities and persons collectively, the “Reporting Persons”) pursuant to their agreement to the joint filing of this Schedule 13D, attached hereto as Exhibit 7.1 (the “Joint Filing Agreement”).
Mr. Loening is the majority owner of Select Equity and managing member of Select Equity GP, LLC, a Delaware limited liability company (“Select Equity GP”), the general partner of Select Equity.
Mr. Delafield is an employee of Select Equity and a director of the Issuer.

 (b)
The business address of each of the Reporting Persons is 380 Lafayette Street, 6th Floor, New York, New York 10003.

 (c)
The principal business of Select Equity is to serve as the investment adviser to Shinbone Alley.  The principal business of Select Equity GP is to act as the general partner of Select Equity. The principal business of Shinbone Alley is to pursue investments. The principal business of Shinbone Alley Holdings is to act as the general partner of Shinbone Alley.

Mr. Loening is a portfolio manager and principal of Select Equity, and the managing member of Select Equity GP.  Mr. Delafield an employee of Select Equity and a director of the Issuer.

(d)
No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)
No Reporting Person has, during the last five years, been party to any civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of any such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.

(f)
Each of Messrs. Loening and Delafield is a United States citizen.



ITEM 3.          SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Shinbone Alley (formerly Delafield Hambrecht Partners Fund, LP) purchased the shares of Common Stock in the ordinary course of business. An aggregate of 712,755 shares of Common Stock beneficially owned by Shinbone Alley was purchased for total consideration (including brokerage commissions) of $467,076.04 derived from the working capital of Shinbone Alley. The 27,200 shares of Common Stock held directly by Mr. Delafield were received pursuant to restricted stock unit grants from the Issuer. The Reporting Persons have not purchased any Common Stock with borrowed funds. On July 1, 2020, Select Equity entered into an investment management agreement (the “IMA”) with Shinbone Alley.
ITEM 4.          PURPOSE OF TRANSACTION
On June 30, 2020, Select Equity and Shinbone Alley Holdings entered into a Master Transaction Agreement with DH Partners, LLC and, for the limited purposes set forth therein, John D. Delafield, and related ancillary documents as a result of which DH Partners, LLC withdrew as general partner of Shinbone Alley and Shinbone Alley Holdings was designated as the successor general partner of Shinbone Alley.  Subsequently, Select Equity entered into the IMA with Shinbone Alley.  As a result of these transactions, Select Equity acquired beneficial ownership of the shares of Common Stock beneficially owned by Shinbone Alley.
Shinbone Alley acquired, and the Reporting Persons presently hold, the Common Stock for investment purposes.  Mr. Delafield intends to participate in the management of the Issuer through  representation on the Issuer’s board of directors.
Except as disclosed in this Schedule 13D, none of the Reporting Persons has any current plans or proposals which relate to or would result in any of the events described in clauses (a) through (j) of the instructions to Item 4 of Schedule 13D.  The Reporting Persons, however, will take such actions with respect to the Reporting Persons’ investments in the Issuer as they deem appropriate in light of existing circumstances from time to time and reserve the right to acquire or dispose of securities of the Issuer, to enter into hedging relationships with respect to such securities, or to formulate other purposes, plans, or proposals in the future depending on market conditions and/or other factors.


ITEM 5.
INTEREST IN SECURITIES OF THE ISSUER
(a)
and (b)
As of the date of this statement, Shinbone Alley is direct beneficial owner of 712,755 shares of Common Stock and Mr. Delafield is a record owner of 27,200 shares of Common Stock, as set forth below. The percentage of Common Stock beneficially owned is based on 8,221,535 shares of Common Stock outstanding as of April 30, 2020, as reported on the Issuer’s Quarterly Report on Form 10-Q as filed with the SEC on May 13, 2020.
 Reporting
Persons
 Number of
Shares With
Sole Voting and
Dispositive Power
Number* of
Shares With
Shared Voting
and Dispositive Power
Aggregate
Number* of
Shares
Beneficially Owned
 Percentage
of Class
Beneficially Owned
Select Equity
0
712,755
712,755
8.7%
Shinbone Alley
0
712,755
712,755
8.7%
Shinbone Alley Holdings
0
712,755
712,755
8.7%
George S. Loening
0
712,755
712,755
8.7%
John D. Delafield
27,200
0
27,200
0.3%
Select Equity GP
0
712,755
712,755
8.7%

Due to their relationships with Shinbone Alley, each of Select Equity, Select Equity GP, Shinbone Alley Holdings and Mr. Loening may be deemed to have shared voting and investment power with respect to the Common Stock beneficially owned by Shinbone Alley. As such, Select Equity, Select Equity GP, Shinbone Alley Holdings and Mr. Loening may be deemed to have shared beneficial ownership over such Common Stock.
Additionally, each of Select Equity, Select Equity GP, Shinbone Alley, Shinbone Alley Holdings and Mr. Loening may be deemed to be members of a "group" with Mr. Delafield. Each of Select Equity, Select Equity GP, Shinbone Alley, Shinbone Alley Holdings and Mr. Loening expressly disclaims, to the extent permitted by applicable law, beneficial ownership of the shares of Common Stock beneficially owned by Mr. Delafield, and Mr. Delafield expressly disclaims, to the extent permitted by applicable law, beneficial ownership of the shares of Common Stock beneficially owned by Select Equity, Select Equity GP, Shinbone Alley, Shinbone Alley Holdings and Mr. Loening.



 (c)
Other than as described in Item 3 and Item 4, none of the Reporting Persons have effected any transactions involving the Common Stock in the 60 days prior to filing this Schedule 13D.

(d)
Not applicable.

(e)
Not applicable.
ITEM 6.
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
Other than the matters disclosed above in response to Items 4 and 5 and except for the Joint Filing Agreement, dated July 10, 2020, none of the Reporting Persons is a party to any contracts, arrangements, understandings, or relationships with respect to any securities of the Issuer, including but not limited to, the transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option agreements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.
ITEM 7.
MATERIAL TO BE FILED AS EXHIBITS

7.1
Joint Filing Agreement, dated July 10, 2020.

7.2
Power of Attorney, dated July 10, 2020.

SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this Schedule 13D is true, complete, and correct.
Dated as of July 10, 2020

SHINBONE ALLEY, L.P.

By:  Shinbone Alley Holdings, LLC, its general partner


By:    /s/ George S. Loening              Date: July 10, 2020


SHINBONE ALLEY HOLDINGS, LLC



By:    /s/ George S. Loening              Date: July 10, 2020



SELECT EQUITY GROUP, L.P.

By:  Select Equity GP, LLC, its general partner


By:    /s/ George S. Loening              Date: July 10, 2020



GEORGE S. LOENING


By:    /s/ George S. Loening              Date: July 10, 2020




John D. Delafield


By:    /s/ John D. Delafield              Date: July 10, 2020




EXHIBIT INDEX

EXHIBIT NO.
DESCRIPTION
7.1
Joint Filing Agreement, dated July 10, 2020.
7.2
Power of Attorney, dated July 10, 2020.

EXHIBIT 7.1

Joint Filing Agreement
Pursuant to Rule 13d-1(k)
THIS JOINT FILING AGREEMENT is entered into as of July 10, 2020, by and among the parties hereto.  The undersigned hereby agree that the Statement on Schedule 13D with respect to the Common Stock, no par value of Data I/O Corporation, a Delaware corporation (the “Issuer”), and any amendment thereafter signed by each of the undersigned shall be (unless otherwise determined by the undersigned) filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
[Signatures on following pages]


IN WITNESS WHEREOF, the parties hereto have caused this Joint Filing Agreement to be duly executed as of this 10th day of July, 2020

SHINBONE ALLEY, L.P.

By:  Shinbone Alley Holdings, LLC, its general partner


By:    /s/ George S. Loening              Date: July 10, 2020


SHINBONE ALLEY HOLDINGS, LLC



By:    /s/ George S. Loening              Date: July 10, 2020



SELECT EQUITY GROUP, L.P.

By:  Select Equity GP, LLC, its general partner


By:    /s/ George S. Loening              Date: July 10, 2020



GEORGE S. LOENING


By:    /s/ George S. Loening              Date: July 10, 2020




John D. Delafield


By:    /s/ John D. Delafield              Date: July 10, 2020

EXHIBIT 7.2
POWER OF ATTORNEY
Know all by these presents, that each of the undersigned hereby constitutes and appoints George S. Loening, signing singly, as the undersigned’s true and lawful attorney-in-fact to:
(1) Execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer, director, or beneficial owner of the shares of Common Stock, no par value, of Data I/O Corporation, a Delaware corporation (the “Issuer”), the Statement on Schedule 13D (or Schedule 13G, if applicable) in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules thereunder.
(2) Do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Statement on Schedule 13D (or Schedule 13G, if applicable) and all amendment(s) thereto and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority.
(3) Take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
The undersigned hereby grant to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Issuer assuming, any of the undersigned’s responsibilities to comply with Section 13 of the Securities Exchange Act of 1934, as amended.
This Power of Attorney shall remain in full force and effect until each of the undersigned is no longer required to file a Statement on Schedule 13D or Schedule 13G with respect to each of the undersigned’s holdings of and transactions in securities issued by the Issuer, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
[Signatures on following pages]


SHINBONE ALLEY, L.P.

By:  Shinbone Alley Holdings, LLC, its general partner


By:    /s/ George S. Loening              Date: July 10, 2020


SHINBONE ALLEY HOLDINGS, LLC



By:    /s/ George S. Loening              Date: July 10, 2020



SELECT EQUITY GROUP, L.P.

By:  Select Equity GP, LLC, its general partner


By:    /s/ George S. Loening              Date: July 10, 2020



GEORGE S. LOENING


By:    /s/ George S. Loening              Date: July 10, 2020




John D. Delafield


By:    /s/ John D. Delafield              Date: July 10, 2020