UNITED STATES
SECURITIES AND EXCHANGECOMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.)*
Northern Technologies International Corp.
(Name of Issuer)
Common Stock, par value $0.02 per share
(Title of Class of Securities)
665809109
(CUSIP Number)
July 24, 2024
(Date of Event Which Requires Filing of this Statement)
Check the appropriate boxto 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 befilled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequentamendment containing information which would alter the
disclosures provided in a prior cover page.
The information requiredin the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
ExchangeAct of 1934 (the "Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all otherprovisions of the Act
(however, see the Notes).
CUSIP No 665809109
1. NAME OF REPORTING PERSONS
Needham Investment Management L.L.C.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [X]
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
6. SHARED VOTING POWER
500,000
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
500,000
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
500,000
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)
5.30%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA, OO
CUSIP No 665809109
1. NAME OF REPORTING PERSONS
Needham Asset Management, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [X]
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
6. SHARED VOTING POWER
500,000
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
500,000
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
500,000
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)
5.30%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC, OO
CUSIP No 665809109
1. NAME OF REPORTING PERSONS
Needham Aggressive Growth Fund
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [X]
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
6. SHARED VOTING POWER
500,000
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
500,000
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
500,000
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)
5.30%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IV, OO
CUSIP No 665809109
1. NAME OF REPORTING PERSONS
George A. Needham
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
500,000
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
500,000
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
500,000
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)
5.30%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC, IN
CUSIP No 665809109
Item 1. (a). Name of Issuer:
Northern Technologies International Corp.
(b). Address of Issuer's Principal Executive Offices:
4201 Woodland Road
P.O. Box 69
Circle Pines, Minnesota 55014
United States of America
Item 2. (a). Name of Person Filing:
Needham Investment Management L.L.C.
Needham Asset Management, LLC
Needham Aggressive Growth Fund
George A. Needham
(b). Address of Principal Business Office, or if None, Residence:
Needham Investment Management L.L.C.
250 Park Avenue, 10
th
Floor
New York, New York 10117-1099
United States of America
Needham Asset Management, LLC
c/o Needham Investment Management L.L.C.
250 Park Avenue, 10
th
Floor
New York, New York 10117-1099
United States of America
Needham Aggressive Growth Fund
c/o Needham Investment Management L.L.C.
250 Park Avenue, 10
th
Floor
New York, New York 10117-1099
United States of America
George A Needham
c/o Needham Investment Management L.L.C.
250 Park Avenue, 10
th
Floor
New York, New York 10117-1099
United States of America
(c). Citizenship:
Needham Investment Management L.L.C. - Delaware
Needham Asset Management, LLC - Delaware
Needham Aggressive Growth Fund - Maryland
George A Needham - United States of America
(d). Title of Class of Securities:
Common Stock, par value $0.02 per share
(e). CUSIP Number:
665809109
Item 3. If This Statement is filed pursuant to ss.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. 78c).
(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 (s) 240.13d-1(b)(1)(ii)(E);
(f) [_] An employee benefit plan or endowment fund in
accordance with (s) 240.13d-1(b)(1)(ii)(F);
(g) [_] A parent holding company or control person
in accordance with Rule 13d-1(b)(1)(ii)(G);
(h) [_] A savings association 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 s.240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with s.240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____
(k) [_] Group, in accordance with
s.240.13d-1(b)(1)(ii)(K).
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.
(a) Amount beneficially owned:
Needham Investment
Management L.L.C. - 500,000
Needham Asset Management, LLC - 500,000
Needham Aggressive Growth Fund - 500,000
George A Needham - 500,000
(b) Percent of class:
Needham Investment Management L.L.C. - 5.30%
Needham Asset Management, LLC - 5.30%
Needham Aggressive Growth Fund - 5.30%
George A Needham - 5.30%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote
Needham Investment Management L.L.C. - 0
Needham Asset Management, LLC - 0
Needham Aggressive Growth Fund - 0
George A Needham - 0
(ii) Shared power to vote or to direct the vote
Needham Investment Management L.L.C. - 500,000
Needham Asset Management, LLC - 500,000
Needham Aggressive Growth Fund - 500,000
George A Needham - 500,000
(iii) Sole power to dispose or to direct the disposition of
Needham Investment Management L.L.C. - 0
Needham Asset Management, LLC - 0
Needham Aggressive Growth Fund - 0
George A Needham - 0
(iv) Shared power to dispose or to direct the disposition of
Needham Investment Management L.L.C. - 500,000
Needham Asset Management, LLC - 500,000
Needham Aggressive Growth Fund - 500,000
George A Needham - 500,000
Item 5. Ownership of 5 Percent or Less of a Class.
If this statement is being filed to report the fact
that as of the date hereof the reporting person has
ceased to be the beneficial owner of more than 5 percent
of the class of securities, check the following [_].
N/A
Item 6. Ownership of More Than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from
the sale of, such securities, a statement to that effect should be
included in response to this item and, if such interest relates to
more than 5 percent of the class, such person should be identified.
A listing of the shareholders of an investment company registered
under the Investment Company Act of 1940 or the beneficiaries of
employee benefit plan, pension fund or endowment fund is not required.
N/A
Item 7. Identification and Classification of
the Subsidiary Which Acquired the
Security Being Reported on by the Parent
Holding Company or Control Person.
If a parent holding company or control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G),
so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of
the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to
Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
Please see Exhibit B attached hereto.
Item 8. Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to (s)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 (s)240.13d-1(c)
or (s)240.13d-1(d), attach an exhibit stating the identity of each member of the group.
N/A
Item 9. Notice of Dissolution of Group.
Notice of dissolution of a group may be furnished as an exhibit stating
the date of the dissolution and that all further filings with respect
to transactions in the security reported on will be filed, if required,
by members of the group, in their individual capacity. See Item 5.
N/A
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, other than activities solely in connection with a nomination under (s) 240.14a-11.
SIGNATURE
After reasonable inquiryand to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
August 2, 2024
(Date)
Needham Investment Management L.L.C.*
By: /s/ James W. Giangrasso
Name: James W. Giangrasso
Title: Chief Financial Officer
Needham Asset Management, LLC*
By: /s/ James W. Giangrasso
Name: James W. Giangrasso
Title: Authorized Person
Needham Aggressive Growth Fund*
By: /s/ James W. Giangrasso
Name: James W. Giangrasso
Title: Chief Financial Officer
George A. Needham*
By: /s/ George A. Needham
* This Reporting Person disclaims beneficial ownershipof the reported
securities except to the extent of his or its pecuniary interest therein, and
this report shall not be deemed an admissionthat such Reporting Person is the
beneficial owner of the securities for purposes of Section 16 of the Act, or
for any other purpose.
Exhibit A
AGREEMENT
The undersigned agree thatthis Schedule 13G dated August 2, 2024 relating to
the Common Stock, par value $0.02 per share, of Northern Technologies
InternationalCorp. shall be filed on behalf of the undersigned.
Needham Investment Management L.L.C.
By: /s/ James W. Giangrasso
Name: James W. Giangrasso
Title: Chief Financial Officer
Needham Asset Management, LLC
By: /s/ James W. Giangrasso
Name: James W. Giangrasso
Title: Authorized Person
Needham Aggressive Growth Fund
By: /s/ James W. Giangrasso
Name: James W. Giangrasso
Title: Chief Financial Officer
George A. Needham
By: /s/ George A. Needham
Exhibit B
Needham Investment Management L.L.C. is therelevant entity for which each of
Needham Asset Management, LLC and George A. Needham may be considered a
control person.