SEC Form 4 · accession 0000921895-16-005951
Superior Drilling Products, Inc. · SDPI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Oct 26, 2016
Accepted (ET)
Oct 28, 2016 · 5:20 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001600422
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Oct 26, 2016 | S | 1,725,889 | $0.8396 | D | 0 | I | By: Lone Star Value Investors, LP |
| Common StockF1,F3 | holding | — | — | — | 300,000 | I | By: Lone Star Value Co-Invest I, LP | |
| Common StockF1,F4 | holding | — | — | — | 526,700 | I | By: Separately Managed Account |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1This Form 4 is filed jointly by Lone Star Value Investors, LP ("Lone Star Value Investors"), Lone Star Value Co-Invest I, LP ("Lone Star Value Co-Invest"), Lone Star Value Investors GP, LLC ("Lone Star Value GP"), Lone Star Value Management, LLC ("Lone Star Value Management") and Jeffrey E. Eberwein (collectively, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that no longer collectively beneficially owns more than 10% of the Issuer's outstanding shares of Common Stock. Each Reporting Person disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such shares of Common Stock for purposes of Section 16 or for any other purpose.
- F2Securities owned directly by Lone Star Value Investors. Lone Star Value GP, as the general partner of Lone Star Value Investors, may be deemed the beneficial owner of the securities owned by Lone Star Value Investors. Lone Star Value Management, as the investment manager of Lone Star Value Investors, may be deemed the beneficial owner of the securities owned by Lone Star Value Investors. Mr. Eberwein, as the manager of Lone Star Value GP and sole member of Lone Star Value Management, may be deemed the beneficial owner of the securities owned by Lone Star Value Investors.
- F3Securities owned directly by Lone Star Value Co-Invest. Lone Star Value GP, as the general partner of Lone Star Value Co-Invest, may be deemed the beneficial owner of the securities owned by Lone Star Value Co-Invest. Lone Star Value Management, as the investment manager of Lone Star ValueCo-Invest, may be deemed the beneficial owner of the securities owned by Lone Star Value Co-Invest. Mr. Eberwein, as the sole investor and sole owner of Lone Star Value Co-Invest, the manager of Lone Star Value GP and sole member of Lone Star Value Management, may be deemed the beneficial owner of the securities owned by Lone Star Value Co-Invest.
- F4Securities held in an account separately managed by Lone Star Value Management ("Separately Managed Account I"). Lone Star Value Management, as the investment manager of Separately Managed Account I, may be deemed the beneficial owner of the securities held in Separately Managed Account I. Mr. Eberwein, as the sole member of Lone Star Value Management, may be deemed the beneficial owner of the securities held in Separately Managed Account I.
- F5Purchases by Lone Star Value Co-Invest of an aggregate of 100 shares on October 21, 2016 at a price of $0.8300 have been matched against sales on October 26, 2016 by Lone Star Value Investors of an aggregate of 100 shares at a price of $0.8396. The aforementioned purchase price constitutes the lowest purchase price paid by the Reporting Persons matched against the highest sale price that the Reporting Persons received for the sale of shares. For the avoidance of doubt, only 100 shares were purchased at $0.8300, the remaining shares were purchased at prices of $0.8400 and above. The Reporting Persons have agreed to pay the Issuer $0.96, representing the full amount of the Reporting Persons' pecuniary interest in the profit realized in connection with the short-swing transaction.