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.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)
HOUSTON WIRE & CABLE COMPANY [HWCC]
(Name of Issuer)
Common Stock
(Title of Class of Securities)
44244K109
(CUSIP Number)
David Nierenberg
The D3 Family Funds
19605 NE 8th Street
Camas, WA 98607
(360) 604-8600
The D3 Family Funds
19605 NE 8th Street
Camas, WA 98607
(360) 604-8600
With a copy to:
Christopher P. Davis
Kleinberg, Kaplan, Wolff & Cohen, P.C.
551 Fifth Avenue
New York, NY 10176
(212) 986-6000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Authorized to Receive Notices and Communications)
March 16, 2020
(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 §§ 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box [X].
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1
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NAME OF REPORTING PERSONS
The D3 Family Fund, L.P.
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||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)[X]
(b)[ ]
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||
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3
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SEC USE ONLY
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||
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4
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SOURCE OF FUNDS (See Instructions)
WC
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||
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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||
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Washington
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||
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NUMBER OF SHARES
BENEFICIALLY
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7
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SOLE VOTING POWER
0
|
|
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OWNED BY
EACH
REPORTING
|
8
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SHARED VOTING POWER
664,888
|
|
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PERSON
WITH
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9
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SOLE DISPOSITIVE POWER
0
|
|
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10
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SHARED DISPOSITIVE POWER
664,888
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||
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
664,888
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
||
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.0%
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||
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14
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TYPE OF REPORTING PERSON (See Instructions)
PN
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1
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NAME OF REPORTING PERSONS
The D3 Family Bulldog Fund, L.P.
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||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)[X]
(b)[ ]
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||
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3
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SEC USE ONLY
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||
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4
|
SOURCE OF FUNDS (See Instructions)
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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||
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Washington
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NUMBER OF SHARES
BENEFICIALLY
|
7
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SOLE VOTING POWER
0
|
|
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OWNED BY
EACH
REPORTING
|
8
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SHARED VOTING POWER
1,314,254
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|
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PERSON
WITH
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9
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SOLE DISPOSITIVE POWER
0
|
|
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10
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SHARED DISPOSITIVE POWER
1,314,254
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||
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,314,254
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||
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.9%
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14
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TYPE OF REPORTING PERSON
PN
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||
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1
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NAME OF REPORTING PERSONS
Haredale Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)[X]
(b)[ ]
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||
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3
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SEC USE ONLY
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||
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4
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SOURCE OF FUNDS (See Instructions)
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Bahamas
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NUMBER OF SHARES
BENEFICIALLY
|
7
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SOLE VOTING POWER
0
|
|
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OWNED BY
EACH
REPORTING
|
8
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SHARED VOTING POWER
64,216
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|
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PERSON
WITH
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9
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SOLE DISPOSITIVE POWER
0
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|
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10
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SHARED DISPOSITIVE POWER
64,216
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||
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
64,216
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
||
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
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14
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TYPE OF REPORTING PERSON
CO
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||
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1
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NAME OF REPORTING PERSONS
Nierenberg Investment Management Company, Inc.
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||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)[X]
(b)[ ]
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||
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3
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SEC USE ONLY
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||
|
4
|
SOURCE OF FUNDS (See Instructions)
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Washington
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NUMBER OF SHARES
BENEFICIALLY
|
7
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SOLE VOTING POWER
0
|
|
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OWNED BY
EACH
REPORTING
|
8
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SHARED VOTING POWER
2,043,358
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|
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PERSON
WITH
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9
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SOLE DISPOSITIVE POWER
0
|
|
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10
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SHARED DISPOSITIVE POWER
2,043,358
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||
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,043,358
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
||
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.3%
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14
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TYPE OF REPORTING PERSON
CO
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1
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NAME OF REPORTING PERSONS
David Nierenberg
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)[X]
(b)[ ]
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||
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3
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SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (See Instructions)
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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||
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
||
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NUMBER OF SHARES
BENEFICIALLY
|
7
|
SOLE VOTING POWER
0
|
|
|
OWNED BY
EACH
REPORTING
|
8
|
SHARED VOTING POWER
2,043,358
|
|
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PERSON
WITH
|
9
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SOLE DISPOSITIVE POWER
0
|
|
|
10
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SHARED DISPOSITIVE POWER
2,043,358
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||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,043,358
|
||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
|
||
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.3%
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14
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TYPE OF REPORTING PERSON
IN
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This Amendment No. 6 to Schedule 13D (this “Amendment”) amends the below-indicated items from the Schedule 13D with respect to the shares of
common stock (the “Common Stock”) of Houston Wire & Cable Company, (“HWCC” or “the Company”) previously filed by or on behalf of the Reporting Persons (as defined below) (the “Schedule 13D”), by supplementing such Items with the information
below.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows:
The total amount of funds used by the Reporting Persons to make all purchases of Shares beneficially owned by the Reporting Persons, as reported in Item 5(a,b) was approximately
$15,196,766. The source of funds for purchases of Shares by each of the Reporting Persons is the working capital of the applicable D3 Family Fund and the Managed Account.
Item 5. Interest in Securities of the Issuer.
Subsections (a) through (c) of Item 5 are hereby amended and restated to read as follows:
(a) The aggregate percentage of Shares reported owned by each person named herein is based upon 16,556,950 Shares outstanding as of March 3, 2020, which is the total number of Shares outstanding as reported in the Issuer’s Annual Report on Form
10-K filed with the Securities and Exchange Commission on March 13, 2020.
As of the close of business on the date hereof, the Family Fund individually beneficially owned 664,888 Shares, constituting approximately
4.0% of all of the outstanding Shares.
As of the close of business on the date hereof, the Bulldog Fund individually beneficially owned 1,314,254 Shares, constituting
approximately 7.9% of all of the outstanding Shares.
As of the close of business on the date hereof, the Managed Account individually beneficially owned 64,216 Shares, constituting less than 1%
of all of the outstanding Shares.
By virtue of its relationships with each of the Family Fund, the Bulldog Fund and the Managed Account discussed in further detail in Item 2,
NIMCO may be deemed to be the beneficial owner of the 2,043,358 Shares, beneficially owned in the aggregate by the Family Fund, the Bulldog Fund and the Managed Account, constituting approximately 12.3% of all of the outstanding Shares.
By virtue of his relationship with NIMCO discussed in further detail in Item 2, Mr. Nierenberg may be deemed to be the beneficial owner of
the 2,043,358 Shares beneficially owned by NIMCO, constituting approximately 12.3% of all of the outstanding Shares.
The Reporting Persons, in the aggregate, beneficially own 2,043,358 Shares, constituting approximately 12.3% of the outstanding Shares.
Item 5(b) is hereby amended and restated to read as follows:
(b) The Family
Fund, NIMCO and Mr. Nierenberg have shared power (i) to vote or direct the vote of, and (ii) to dispose or direct the disposition of, the 664,888 Shares held by the Family Fund.
The Bulldog Fund, NIMCO and Mr. Nierenberg have shared power (i) to vote or direct the vote of, and (ii) to dispose or direct the disposition of, the 1,314,2543
Shares held by the Bulldog Fund.
The Managed Account and Mr. Nierenberg have shared power (i) to vote or direct the vote of, and (ii) to dispose or direct the disposition of, the 64,216 Shares
held by the Managed Account.
Item 5(c) is hereby amended and restated to read as follows:
(c) During the
past sixty (60) days, the following purchases of Shares were made by the Reporting Persons in open market transactions:
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Fund
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Transaction Date
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Shares Bought
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Price
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D3 Family Fund LP
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03/16/2020
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115,050
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2.00
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D3 Family Bulldog Fund LP
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03/16/2020
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252,800
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2.00
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Haredale Ltd
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03/16/2020
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31,950
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2.00
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in the Statement is true, complete and correct.
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D3 Family Fund, L.P., D3 Family Bulldog Fund, L.P.,
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By:
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Nierenberg Investment Management Company, Inc.
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Its: General Partner
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March 18, 2020
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By:
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/s/ David Nierenberg
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David Nierenberg, President
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Haredale Ltd.
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By:
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Nierenberg Investment Management Company, Inc.
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Its: Investment Manager
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March 18, 2020
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By:
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/s/ David Nierenberg
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David Nierenberg, President
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Nierenberg Investment Management Company, Inc.
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March 18, 2020
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By:
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/s/ David Nierenberg
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David Nierenberg, President
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March 18, 2020
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/s/ David Nierenberg
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