| Item 1. | |
| (a) | Name of issuer:
PAR Technology Corporation |
| (b) | Address of issuer's principal executive offices:
PAR Technology Park, 8383 Seneca Turnpike, New Hartford, New York, 13413-4991 |
| Item 2. | |
| (a) | Name of person filing:
This statement on Schedule 13G (this "Schedule 13G") with respect to PAR Technology Corporation (the "Issuer") is filed by Progeny 3, Inc., a Washington corporation (the "Manager"), which serves as the manager of certain accounts (collectively, the "Accounts"), and Jon Hemingway ("Hemingway"), who controls the Manager. The Manager and Hemingway are collectively referred to herein as the "Reporting Persons." Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 99.1, pursuant to which they have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended (the "Act").
The filing of this Schedule 13G is not, and should not be construed as, an admission that any of the Reporting Persons is, for the purposes of Section 13 of the Act, the beneficial owner of the securities reported herein. |
| (b) | Address or principal business office or, if none, residence:
The principal business address of the Reporting Persons is 5209 Lake Washington Blvd NE, Suite 200, Kirkland, WA 98033 |
| (c) | Citizenship:
The Manager is a corporation organized under the laws of the State of Washington and Hemingway is a citizen of the United States of America. |
| (d) | Title of class of securities:
Common Stock, par value $0.02 per share |
| (e) | CUSIP No.:
698884103 |
| Item 3. | If this statement is filed pursuant to §§ 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. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
The percentages used in this Schedule 13G are calculated based upon the number of outstanding shares of Common Stock, par value $0.02 per share, of the Issuer (the "Common Stock") as of November 4, 2025, as reported by the Issuer in its quarterly report on Form 10-Q for the quarterly period ended September 30, 2025, as filed with the U.S. Securities and Exchange Commission (the "SEC") on November 6, 2025.
The information required by Items 4(a) - (c) of this Schedule 13G is set forth in Rows 5-11 of the applicable cover page for each Reporting Person and is incorporated herein by reference for each Reporting Person.
The Reporting Persons do not directly own any Common Stock. Pursuant to investment agreements with the Accounts, the Manager maintains voting and dispositive power with respect to the securities held by the Accounts. Hemingway controls the Manager. Under the rules promulgated by the SEC, the Reporting Persons may be deemed to beneficially own the Common Stock. Each Reporting Person hereby disclaims beneficial ownership of the securities reported in this Schedule 13G. |
| (b) | Percent of class:
See cover page |
| (c) | Number of shares as to which the person has:
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| | (i) Sole power to vote or to direct the vote:
See cover page
|
| | (ii) Shared power to vote or to direct the vote:
0
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| | (iii) Sole power to dispose or to direct the disposition of:
See cover page
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| | (iv) Shared power to dispose or to direct the disposition of:
0
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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Not Applicable
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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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.
See Item 2. The Accounts have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock reported herein. |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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Rule 13d-1(c)