Sec Form 13D Filing - BERMAN STEVEN L filing for Dorman Products Inc. (DORM) - 2021-03-24

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 9)*

Dorman Products, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

258278100

(CUSIP Number)

Steven L. Berman

c/o Dorman Products, Inc.

3400 East Walnut Street

Colmar, PA 18915

(215) 997-1800

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 10, 2021

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box.  ☐

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

This Amendment No. 9 to Schedule 13D (“Amendment No. 9”) relates to shares of common stock, par value $0.01 per share (the “Common Stock”), of Dorman Products, Inc., a Pennsylvania corporation (the “Issuer”). This Amendment No. 9 amends the Schedule 13D, as previously amended, filed with the Securities and Exchange Commission by Steven L. Berman (the “Reporting Person”), by furnishing the information set forth below. The Reporting Person is filing this Amendment No. 9 to report recent transactions in the Common Stock that have decreased the number of shares of Common Stock that Steven L. Berman may be deemed to beneficially own.

This statement relates to the Common Stock of the Issuer. The address of the Issuer’s principal executive offices is 3400 East Walnut Street, Colmar, Pennsylvania 18915.

(a) This statement is being filed by the Reporting Person, Steven L. Berman. The filing of this statement shall not be construed as an admission for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that the Reporting Person is the beneficial owner of any securities covered by this statement or that this schedule is required to be filed by such person.

(b) The business address for the Reporting Person is c/o Dorman Products, Inc., 3400 East Walnut Street, Colmar, Pennsylvania 18915.

(c) The Reporting Person is Steven L. Berman, Executive Chairman of the Issuer.

(d) During the last five years, the Reporting Person has not been convicted in a criminal proceeding, excluding traffic violations and similar misdemeanors.

(e) During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in the Reporting Person being subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) The Reporting Person is a resident of the Commonwealth of Pennsylvania and a citizen of the United States of America.

The shares of Common Stock reported herein as beneficially owned by the Reporting Person were acquired with personal funds, acquired through estate planning or inheritance, or granted as compensation for the Reporting Person’s services as an employee of the Issuer.

The shares of Common Stock reported herein as beneficially owned by the Reporting Person were acquired by the Reporting Person for investment purposes.

As Executive Chairman of the Issuer, Steven L. Berman will regularly explore potential actions and transactions that may be advantageous to the Issuer, including possible mergers, acquisitions, reorganizations or other material changes in the business, corporate structure, management, policies, governing instruments, securities or regulatory or reporting obligations of the Issuer.

Except as discussed above in the Reporting Person’s capacity as Executive Chairman of the Issuer or upon the exercise or vesting of outstanding equity incentive awards, the Reporting Person does not have any present plans or proposals that relate to or would result in any of the following:

(i) 1,090,957 shares held directly; (ii) 57,662 shares held by The Steven Berman Charitable Remainder Trust (the “CRUT”); (iii) 156,149 shares held by various trusts for the benefit of the late Richard N. Berman’s family members (collectively the “Richard N. Berman Trusts with Steven L. Berman as Trustee”); (iv) 25,151 shares represented by units held in a unitized stock fund through the Issuer’s 401(k) Retirement Plan and Trust; (v) options to purchase 10,915 shares of Common Stock, which are currently exercisable or may be exercised within 60 days of the date hereof; (vi) 384 shares of unvested restricted stock as to which the Reporting Person has the right to vote and receive dividends if any are paid; and (ix) 3,072 shares of unvested performance-based restricted stock as to which the Reporting Person has the right to vote and receive dividends if any are paid. Steven L. Berman is the trustee for each of the CRUT and the Richard N. Berman Trusts with Steven L. Berman as Trustee, in which capacity he has sole voting and dispositive power over the shares held by such trusts. The unitized stock fund of the Issuer’s 401(k) Retirement Plan and Trust consists of cash and Common Stock in amounts that vary from time to time. As of March 17, 2021, Steven L. Berman had 16,413 units in the Issuer’s 401(k) Retirement Plan and Trust, which units consisted of 25,151 shares of Common Stock. The amounts above do not include the following interests in Common Stock held by Steven L. Berman, which interests do not confer voting or dispositive power: (i) 7,542 shares of Common Stock underlying options which are not currently exercisable or not exercisable within 60 days of the date hereof, (ii) 1,455 shares of Common Stock underlying time-based restricted stock units which have not vested as of the date hereof and will not vest within 60 days of the date hereof, and (iii) 3,421 shares of Common Stock underlying performance-based restricted stock units (at target) which have not vested as of the date hereof and will not vest within 60 days of the date hereof.

As of the date hereof, the Reporting Person shares voting and dispositive power with respect to 1,771,697 shares of Common Stock, which amount includes: (i) 1,497,510 shares held by various trusts established by the late Richard N. Berman for the benefit of family members, of which he is the co-trustee with Sharyn Berman (collectively the “Richard N. Berman Trusts with Co-Trustees”); (ii) 202,240 shares held by a marital qualified terminable interest property trust for the benefit of Sharyn Berman, of which he is the co-trustee with Sharyn Berman (the “Sharyn Berman QTIP Trust”); and (iii) 71,947 shares held by The Steven and Ilene Berman Family Foundation dated December 22, 2001, of which he is the co-trustee with his wife, Ilene Berman, and his children.

The Reporting Person shares voting and dispositive power with respect to (i) the shares held by the Richard N. Berman Trusts with Co-Trustees and the Sharyn Berman QTIP Trust with Sharyn Berman, and (ii) the shares held by The Steven and Ilene Berman Family Foundation dated December 22, 2001 with his wife, Ilene Berman. The business address for Sharyn Berman and Ilene Berman is c/o Dorman Products, Inc., 3400 East Walnut Street, Colmar, Pennsylvania 18915. Sharyn Berman is the sister-in-law of Steven L. Berman and widow of the late Richard N. Berman, the Issuer’s former Chairman of the Board and Chief Executive Officer. During the last five years, neither Sharyn Berman nor Ilene Berman has been convicted in a criminal proceeding, excluding traffic violations and similar misdemeanors. During the last five years, neither Sharyn Berman nor Ilene Berman has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or

mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Sharyn Berman and Ilene Berman are residents of the Commonwealth of Pennsylvania and citizens of the United States of America.

During the sixty (60) days immediately preceding the filing date of this statement, the Reporting Person, as co-trustee of the Richard N. Berman Trusts with Co-Trustees, approved the disposition of shares of Common Stock in the transactions described below for estate planning and diversification purposes:

Pursuant to the Amended and Restated Shareholders’ Agreement, dated as of July 1, 2006 (the “Shareholders’ Agreement”), among Steven L. Berman, the late Richard N. Berman, Jordan S. Berman, Marc H. Berman, Fred B. Berman, Deanna Berman and the additional shareholders named therein (each, a “Shareholder” and together, the “Shareholders”), except as otherwise provided in the Shareholders’ Agreement with respect to Jordan S. Berman and Deanna Berman, each Shareholder has granted each other Shareholder rights of first refusal, exercisable on a pro rata basis or in such other proportions as the exercising Shareholders may agree, to purchase shares of Common Stock of the Issuer which any of such Shareholders or, upon their death, their respective estate, proposes to sell to third parties. The Issuer has agreed with the Shareholders that, upon the death of each respective Shareholder, to the extent that any of their shares are not purchased by any of the surviving Shareholders and may not be sold without registration under the 1933 Act, the Issuer will use its best efforts to cause those shares to be registered under the 1933 Act. The expenses of any such registration will be borne by the estate of the deceased Shareholder. Deanna Berman is Steven L. Berman’s mother and the spouse of Steven L. Berman’s father, Jordan S. Berman. Marc H. Berman and Fred B. Berman are Steven L. Berman’s brothers. The additional Shareholders party to the Shareholders’ Agreement are trusts affiliated with Steven L. Berman, the late Richard N. Berman, Jordan S. Berman, Marc H. Berman or Fred B. Berman, or each person’s respective spouse or children.

The Shareholders may be deemed to beneficially own in the aggregate 2,339,644 shares of Common Stock (other than the shares of Common Stock deemed beneficially owned by the Reporting Person and described in Item 5(b)), which amount represents 7.3% of the Issuer’s Common Stock based upon 32,158,608 shares of Common Stock outstanding as of the close of business on March 17, 2021, as to all of which shares the Reporting Person disclaims beneficial ownership.

The Reporting Person participates in the Issuer’s equity incentive plans, under which restricted stock, restricted stock units or stock options are granted to company executives and vest over time or upon the achievement of long-term goals.

Other than as indicated in this statement, the Reporting Person is not party to any contract, arrangement, understanding, or relationship (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to, the transfer or voting of any of the Issuer’s securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

(1) Amended and Restated Shareholders’ Agreement, dated as of July 1, 2006, by and among Richard Berman, Steven Berman, Jordan Berman, Mark Berman, Fred Berman, Deanna Berman and the Additional Shareholders named therein. (Incorporated by reference to Exhibit 4.1 to the Issuer’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 27, 2008, filed with the Securities and Exchange Commission on November 4, 2008)

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

EXHIBIT INDEX