Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Superior Drilling Products, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
868153107
(CUSIP Number)
Mr. Reid Walker
1901 N. Akard
Dallas, Texas 75201
Telephone: 214-871-8618
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
January 15, 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 Sections 240.13d-1(e), (f) or (g), check the following box. ☐
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).
SCHEDULE 13D
| CUSIP No. 868153107 |
| 1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Reid Walker | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
PF | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
1,275,000 | ||||
| 8 | SHARED VOTING POWER
0 | |||||
| 9 | SOLE DISPOSITIVE POWER
1,275,000 | |||||
| 10 | SHARED DISPOSITIVE POWER
0 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,275,0001 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
159,4062 | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.98%3 | |||||
| 14 | TYPE OF REPORTING PERSON
IN | |||||
| 1 | Includes an aggregate of 125,000 shares held in self-directed individual retirement accounts of the Reporting Person, which the Reporting Person has chosen to include in his directly-owned holdings. |
| 2 | Reflects shares of Common Stock held by certain relatives of the Reporting Person or trusts established for the benefit of the Reporting Person’s adult children. The Reporting Person disclaims beneficial ownership of such shares of Common Stock pursuant to Rule 13d-promulgated under the Securities Exchange Act of 1934 (collectively, the “Disclaimed Shares”). |
| 3 | Based on 25,617,486 shares of common stock outstanding as of November 6, 2020, as reflected in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2020, which was filed on or about November 9, 2020. |
STATEMENT ON SCHEDULE 13D
Filed Pursuant to Rule 13d-1(a)
| ITEM 1. | Security and Issuer. |
This Statement on Schedule 13D (this “Schedule 13D”) relates to the common stock, par value $0.001 per share (the “Common Stock”), of Superior Drilling Products, Inc., a Utah corporation (the “Issuer”). The Issuer’s principal executive offices are located at 1583 South 1700 East, Vernal UT 84078.
| ITEM 2. | Identity and Background. |
| (a) | Name. The name of the Reporting Person is as follows: |
Reid Walker (the “Reporting Person”)
| (b) | Business Address. The business address of the Reporting Person is 1901 N. Akard, Dallas, Texas 75201. |
| (c) | Occupation and Employment. |
The Reporting Person is a private businessman and private investor.
| (d) and (e) | Proceedings. During the previous five (5) years, the Reporting Person has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) nor has the Reporting Person been party to a civil proceeding of a judicial or administrative body of competent jurisdiction such that, as a result of such proceeding, the Reporting Person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activity subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | Citizenship. |
The Reporting Person is a citizen of the United States.
| ITEM | 3. Source and Amount of Funds or Other Consideration. |
Following the transactions reflected herein, the Reporting Person continues to beneficially own 1,275,0004 shares of Common Stock over which he exercises sole voting and dispositive control. Such shares of Common Stock were acquired over time either (i) directly from the Issuer, (ii) in open market transactions, or (iii) in private transactions using the Reporting Person’s personal funds. The Reporting Person disclaims beneficial ownership of the Disclaimed Shares, and such Disclaimed Shares are not included in the number of shares reflected above as beneficially owned by the Reporting Person.
No shares of Common Stock held by the Reporting Person are pledged as security against any borrowed funds.
| 4 | Includes an aggregate of 125,000 shares held in self-directed individual retirement accounts of the Reporting Person, which the Reporting Person has chosen to include in his directly-owned holdings. |
| ITEM 4. | Purpose of Transaction. |
This Amendment No. 1 to Statement on Schedule 13D (the “Amendment”) is being filed to reflect the disposition, in open market transactions of an aggregate of 975,000 shares of Common Stock by the Reporting Person, which, in addition to the transactions reflected in Item 5(c) below, includes an aggregate of 45,475 shares of Common Stock disposed of, in open market transactions, during June 2020 (the “June Sales”), and an aggregate of 129,525 shares of Common Stock disposed of, in open market transactions, during November 2020 (the “November Sales”). Neither the June Sales nor the November Sales, either taken individually or in the aggregate, constituted a material change in the Reporting Person’s ownership percentage requiring an amendment of the Reporting Person’s Statement on Schedule 13D. The Reporting Person ceased to own 5% or more of the Issuer’s securities on January 22, 2021. This Amendment represents the Reporting Person’s exit filing.
The Reporting Person does not currently have any definitive plans or proposals which would relate to or would result in the following activities:
| • | the acquisition of additional securities of the Issuer or the disposition of securities of the Issuer, although the Reporting Person reserves the right to acquire or dispose of securities of the Issuer, from time to time, based on his evaluation of the Issuer and market conditions (as discussed above); |
| • | any extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any o f its subsidiaries; |
| • | a sale or transfer of a material amount of the assets of the Issuer or any of its subsidiaries; |
| • | any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; |
| • | any material change in the present capitalization or dividend policy of the Issuer; |
| • | any other material change in the Issuer’s business or corporate structure, including, but not limited to, if the Issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940; |
| • | changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede acquisition of control of the Issuer by any person; |
| • | causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; |
| • | a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or |
| • | any action similar to any of those enumerated above. |
The Reporting Person reserves the right to determine in the future to change the purpose or purposes described above, or engage in any of the activities set forth above.
| ITEM 5. | Interests in Securities of the Issuer. |
| (a) | Aggregate Number and Percentage of Securities. |
As of the date of this Schedule 13D, the Reporting Person is deemed to beneficially own 1,275,000 shares of Common Stock of the Issuer (representing approximately 4.98% of the Issuer’s Common Stock).
| (b) | Power to Vote and Dispose. |
The Reporting Person has the sole voting and dispositive rights over the 1,275,000 shares of Common Stock it holds in the Issuer. The Reporting Person does not share voting or dispositive control over such shares of Common Stock with any person. The Reporting Person does not have any voting or dispositive control over the Disclaimed Shares, and has no agreement with the holders thereof with respect to the voting or disposition of, or control over, such Disclaimed Shares.
| (c) | Transactions Within the Past 60 Days. |
The Reporting Person disposed of an aggregate of 750,000 shares of Common Stock in open market transactions during the past sixty (60) days as more particularly set forth in the table below:
| Date of Acquisition/ Disposition |
Number of Shares of Common Stock Acquired/<Disposed> |
Price Per Share |
Type and Manner of Acquisition | |||
| 01/15/2021 | <160,224> | $0.80 | Open market sales | |||
| 01/15/2021 | <1,000> | $0.81 | Open market sales | |||
| 01/15/2021 | <5,300> | $0.82 | Open market sales | |||
| 01/15/2021 | <11,564> | $0.83 | Open market sales | |||
| 01/15/2021 | <2,900> | $0.84 | Open market sales | |||
| 01/15/2021 | <107,724> | $0.85 | Open market sales | |||
| 01/15/2021 | <11,288> | $0.86 | Open market sales | |||
| 01/15/2021 | <60,325> | $0.87 | Open market sales | |||
| 01/15/2021 | <4,301> | $0.93 | Open market sales | |||
| 01/15/2021 | <21,248> | $0.94 | Open market sales | |||
| 01/15/2021 | <250> | $0.95 | Open market sales | |||
| 01/19/202 1 | <112,455> | $0.73 | Open market sales | |||
| 01/19/2021 | <1,421> | $0.74 | Open market sales | |||
| 01/22/2021 | <42,757> | $0.91 | Open market sales | |||
| 01/22/2021 | <7,243> | $0.92 | Open market sales |
| Date of Acquisition/ Disposition |
Number of Shares of Common Stock Acquired/<Disposed> |
Price Per Share |
Type and Manner of Acquisition | |||
| 01/22/2021 | <48,300> |
$0.93 |
Open market sales | |||
| 01/22/2021 | <500> |
$0.94 |
Open market sales | |||
| 01/22/2021 | <149,495> |
$0.95 |
Open market sales | |||
| 01/22/2021 | <1,705> | $0.96 | Open market sales |
Except for the transactions reflected above, the Reporting Person has not effected any other transactions in the Issuer’s securities, including its shares of Common Stock, within sixty (60) days preceding the date hereof. Reference is made to the June Sales and the November Sales, as described above.
| (d) | Certain Rights of Other Persons. |
Not applicable.
| (e) | Date Ceased to be a 5% Owner |
January 22, 2021.
| ITEM 6. | Contracts, Arrangements, or Understandings or Relationships with Respect to Securities of the Issuer. |
None.
| ITEM 7. | Material to be Filed as Exhibits. |
| No. |
Document | |
| None. | ||
After reasonable inquiry, and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this Statement on Schedule 13D is true, complete and correct.
Date: January 22, 2021
| REPORTING PERSON: |
| /s/ REID WALKER |
| REID WALKER |
Attention: Intentional misstatements or
omissions of fact constitute Federal
criminal violations (See 18 U.S.C. § 1001).
[Signature Page to Amendment No. 1
to Statement on Schedule 13D]
INDEX OF EXHIBITS
| No. |
Document | |
| None. | ||