SEC Form 4 · accession 0000921895-17-001540

Superior Drilling Products, Inc. · SDPI

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

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 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.
• F10Purchases by Lone Star Value Co-Invest of an aggregate of 5,000 shares on April 26, 2017 (1,000 shares at $0.7997; 2,410 shares at $0.8000; 1,000 shares at $0.8100; and 590 shares at $0.8196) have been matched against sales on May 12, 2017 by Lone Star Value Investors of an aggregate of 5,000 shares (1,300 shares at $0.9400; 100 shares at $0.9325; 100 shares at $0.9250; and 3,500 shares at $0.9200). The aforementioned purchase prices constitute the lowest purchase prices paid by the Reporting Persons matched against the highest sale prices that the Reporting Persons received for the sale of shares. The Reporting Persons have agreed to pay the Issuer $606.49, representing the full amount of the Reporting Persons' pecuniary interest in the profit realized in connection with the short-swing transaction.
• 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.
• F5The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $0.8500 to $0.9000. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote 5 to this Form 4.
• F6The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $0.7800 to $0.9400. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote 6 to this Form 4.
• F7The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $0.8342 to $0.8500. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote 7 to this Form 4.
• F8The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $0.7764 to $0.8700. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote 8 to this Form 4.
• F9The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $0.7700 to $0.8000. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote 9 to this Form 4.