SEC Form 4 · accession 0000899243-15-006969
STANDARD DIVERSIFIED INC. · SDI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Becker Drapkin Management, L.P.
10% Owner
BC Advisors LLC
10% Owner
Steven R Becker
Director · 10% Owner
BECKER DRAPKIN PARTNERS, L.P.
10% Owner
BECKER DRAPKIN PARTNERS (QP), L.P.
10% Owner
Matthew A Drapkin
10% Owner
Period of report
Oct 19, 2015
Accepted (ET)
Oct 21, 2015 · 4:15 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000911649
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3,F4,F5 | Oct 19, 2015 | S | 5,542,512 | $1.20 | D | 656,630 | I | See Footnotes |
| Common StockF1,F2,F3,F4,F6 | Oct 19, 2015 | S | 723,488 | $1.20 | D | 85,714 | I | See Footnotes |
| Common StockF2,F3,F4,F7 | holding | — | — | — | 167,889 | I | See Footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1In a private transaction on October 19, 2015, Becker Drapkin Partners (QP), L.P. ("QP Fund") and Becker Drapkin Partners, L.P. ("LP Fund") sold to B. Riley & Co., LLC an aggregate of 6,266,000 shares of common stock of Special Diversified Opportunities Inc. (the "Issuer"), par value $0.01 per share ("Shares"), at a price of $1.20 per share, the opening price on October 19, 2015.
- F2This statement is jointly filed by and on behalf of each of Becker Drapkin Management, L.P. ("BD Management"), QP Fund, LP Fund, BC Advisors, LLC ("BC Advisors"), Steven R. Becker and Matthew A. Drapkin. QP Fund, LP Fund and Mr. Becker are the direct beneficial owners of the securities covered by this statement. BD Management is the general partner of each of QP Fund and LP Fund and may be deemed to beneficially own securities owned by QP Fund and LP Fund. BC Advisors is the general partner of BD Management and may be deemed to beneficially own securities owned by BD Management. Mr. Becker and Mr. Drapkin are the co-managing members of BC Advisors and may be deemed to beneficially own securities owned by BC Advisors. Mr. Becker is a co-managing member of BC Advisors, and each reporting person may be deemed to beneficially own securities owned by Mr. Becker.
- F3Each reporting person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Act") or otherwise, the beneficial owner of any securities covered by this statement. Each reporting person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities.
- F4Each reporting person may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for purposes of Section 13(d) or 13(g) of the Act. Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, a member of a group with respect to the Issuer or securities of the Issuer.
- F5Represents Shares directly beneficially owned by QP Fund.
- F6Represents Shares directly beneficially owned by LP Fund.
- F7Represents Shares directly beneficially owned by Mr. Becker.
Remarks
Exhibit Index Exhibit 99.1 - Signatures (filed herewith) Exhibit 99.2 - Joint Filer Information (filed herewith) Exhibit 99.3 - Joint Filing Agreement (filed herewith)