SEC Form 4 · accession 0001209191-15-056465
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
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
Nov 22, 2013
Accepted (ET)
Jun 25, 2015 · 6:22 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,F6 | Jun 23, 2015 | A | 2,500 | — | A | 167,889 | I | See Footnotes |
| Common StockF3,F4,F5,F7 | holding | — | — | — | 6,199,142 | I | See Footnotes | |
| Common StockF3,F4,F5,F8 | holding | — | — | — | 809,202 | I | See Footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Call Option (right to buy)F2,F3,F4,F5,F9 | $1.25 | Nov 22, 2013 | A | 25,000 | A | Nov 22, 2013 | Nov 22, 2020 | Common Stock | 25,000 | 81,021 | I |
| Call Option (right to buy)F2,F3,F4,F5,F9,F10 | $1.24 | Jun 23, 2015 | A | 10,000 | A | — | Jun 23, 2022 | Common Stock | 10,000 | 91,021 | I |
Explanation of responses
- F1On June 23, 2015, the issuer granted to Steven R. Becker 2,500 unvested shares of restricted stock, which are subject to forfeiture and restrictions and 50% of which vest on June 23, 2016. The remaining shares of restricted stock vest on June 23, 2017.
- F10On June 23, 2015, the issuer granted to Mr. Becker 10,000 stock options, 50% of which vest and become exercisable on June 23, 2016. The remaining stock options vest and become exercisable on June 23, 2017.
- F2Received as compensation for service on the issuer's Board of Directors.
- F3This statement is filed by and on behalf of each of Becker Drapkin Management, L.P. ("BD Management"), Becker Drapkin Partners (QP), L.P. ("QP Fund"), Becker Drapkin Partners, L.P. ("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.
- F4Each 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.
- F5Each 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.
- F6Represents shares directly beneficially owned by Mr. Becker.
- F7Represents shares directly beneficially owned by QP Fund.
- F8Represents shares directly beneficially owned by LP Fund.
- F9Represents stock options 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)