UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 3)*
___________________________ADDvantage Technologies
Group, Inc.____________________________
(Name of
Issuer)
__________________________Common Stock, $0.01 par
value per share___________________________
(Title of
Class of Securities)
______________________________________006743306_______________________________________
(CUSIP
Number)
Kenneth A.
Chymiak
1221 East Houston,
Broken Arrow, Oklahoma 74012
_____________________________________918-251-2887______________________________________
(Name,
Address and Telephone Number of Person Authorized to
Receive
Notices and Communications)
August 21,
2008
___________________________________________________________________________________
(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 Rule 13d-1(e), Rule 13d-1(f) or Rule 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 Rule 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).
CUSIP No.
006743306
_____________________________________________________________________________________
1. Names
of Reporting Persons.
I.R.S. Identification Nos. of above
persons (entities only).
Susan C. Chymiak, Trustee of
the Susan Chymiak Revocable Trust Dated 3/4/92
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
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 7. Sole
Voting
Power................................................................ 0
Shares
Bene-
ficially
Owned
8. Shared
Voting
Power............................................................. 2,227,053
by
Each
Reporting
Person
9. Sole Dispositive
Power.......................................................... 0
With
10. Shared
Dispositive
Power....................................................... 2,227,053
11. Aggregate
Amount Beneficially Owned by Each Reporting Person
2,227,053
12. Check
if the Aggregate Amount in Row (11) Excludes[ X ]
Certain
Shares)
The
aggregate amount in Row (11) excludes 152,050 shares of Common Stock owned by
Chymiak Investments, L.L.C., for which Ms. Chymiak disclaims beneficial
ownership. Beneficial ownership of 279,004 shares owned by Ms.
Chymiak's spouse, included in the aggregate amount in Row (11) is
disclaimed. Spouse, Kenneth A. Chymiak, files
separately.
13. Percent
of Class Represented by Amount in Row (11)
....................................... 22.0%
14. Type
of Reporting Person (See Instructions)
IN
Item
1. Security
and Issuer
This
Amendment No. 3 to Schedule 13D ("Amendment No. 3") amends the Schedule 13D
filed on October 14, 1999, as amended by Amendment No. 1 to Schedule 13D filed
on June 29, 2004, as amended by Amendment No. 2 to Schedule 13D filed on October
13, 2004 (as amended, the "Schedule 13D"), by the reporting person
and relates to the common stock, par value $.01 per share ("Common Stock"), of
ADDvantage Technologies Group, Inc., an Oklahoma corporation
("ATG"). The principal executive offices of ATG are located at 1221
East Houston, Broken Arrow, Oklahoma 74012. Those items of
the Schedule 13D for which there has been no change in the information
previously reported are omitted from this Amendment No. 3.
Item
2. Identity
and Background
Chymiak
Investments, L.L.C., an Oklahoma limited liability company, with an address of
1221 East Houston, Broken Arrow, Oklahoma 74012 (the "LLC"), is an
entity formed in 1996 by Ms. Chymiak, her spouse, Kenneth A. Chymiak, David E.
Chymiak and David E. Chymiak's spouse, Judith M. Chymiak, for
business purposes. Each of the four members owns 25% of the
LLC. During the last five years, no member of the LLC has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of 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.
Item
3. Source
and Amount of Funds or Other Consideration
An
aggregate of $763,174.64 in company funds of the LLC was used for the
acquisition by the LLC of 304,099 shares of Common Stock between August 11,
2008, and December 18, 2008.
Item
4. Purpose
of Transaction
Item
5. Interest
in Securities of the Issuer
(a) Ms. Chymiak presently
beneficially owns an aggregate of 2,227,053 shares of Common Stock of
ATG. Of that number, 1,796,000 shares are indirectly held by Ms.
Chymiak as trustee of the Susan Chymiak Revocable Trust Dated March 4, 1992;
9,004 shares are held directly by Ms. Chymiak's spouse; 20,000 shares are
subject to immediately exercisable stock options granted to Ms. Chymiak's spouse
under ATG's 1998 Incentive Stock Plan; 250,000 shares are held indirectly by Ms.
Chymiak's spouse as trustee of the Ken Chymiak Revocable Trust Dated March 4,
1992; and 152,049 shares are indirectly held by Ms. Chymiak through the 25%
ownership of the LLC by each of her and her spouse. There were
10,113,251 shares of Common Stock outstanding as of March 19,2009. Ms.
Chymiak is therefore currently the beneficial owner of 22.0% of the total issued
and outstanding shares of Common Stock. Ms. Chymiak disclaims
beneficial ownership of 152,050 shares owned by the LLC and 279,004 shares owned
by her spouse (250,000 shares owned by her spouse's revocable trust, 9,004
shares directly held by her spouse and 20,000 shares subject to immediately
exercisable stock options granted to her spouse).
(b) Of
the aggregate 2,227,053 shares for which Ms. Chymiak reports shared voting and
dispositive power, (i) such power over 1,796,000 shares, held indirectly by Ms.
Chymiak as trustee of the Susan Chymiak Revocable Trust Dated March 4, 1992, is
shared with her spouse, who disclaims beneficial ownership of such shares; and
(ii) such power over 152,049 shares owned by the LLC is shared with the other
three members of the LLC. Ms. Chymiak disclaims beneficial ownership
of 152,050 shares owned by the LLC, and all shares owned by her spouse as
described in Item 5(a).
(c) On
March 5, 2009, 6,667 shares were granted to Ms. Chymiak's spouse under ATG's
1998 Incentive Stock Plan. Between August 11, 2008, and December 18,
2008, the LLC, of which Ms. Chymiak owns 25%, acquired an aggregate of 304,099
shares of Common Stock. Ms. Chymiak disclaims beneficial ownership of
spouse's shares and 152,050 shares owned by the LLC.
Item
6. Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the
Issuer
Item
7. Material
to Be Filed as Exhibits
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.
March 19 ,
2009
Date
/s/ Susan C.
Chymiak
Signature
Susan C. Chymiak, Trustee of
the Susan Chymiak Revocable Trust dated 3/4/92
Name/Title