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, DC 20549
______________
SCHEDULE 13D/A
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. 4)
Verso
Corporation
(Name of Issuer)
Common
Stock, par value $0.01 per share
(Title of Class of Securities)
92531L207
(CUSIP Number)
Hoak
Public Equities, L.P.
3963 Maple Avenue, Suite 450
Dallas, Texas 75219
(214) 855-2284
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
03/01/2022
(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), 13d-1(f) or 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 for other parties to whom copies are to be sent.
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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).
| 1 | NAME OF REPORTING PERSONS
Hoak Public Equities, L.P.
| |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☒ | |
| 3 | SEC USE ONLY
| |
| 4 | SOURCE OF FUNDS WC | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Texas | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7 | SOLE VOTING POWER
1,500,000* |
| 8 | SHARED VOTING POWER
-0- | |
| 9 | SOLE DISPOSITIVE POWER
1,500,000* | |
| 10 | SHARED DISPOSITIVE POWER
-0- | |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,500,000* | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.145%** | |
| 14 | TYPE OF REPORTING PERSON
PN | |
* Represents 1,500,000 shares of Class A Common Stock of the Issuer held by Hoak Public Equities, L.P.
** This calculation is based on 29,154,580 shares outstanding as of February 18, 2022, as disclosed on the Issuer’s Form 10-K filed with the SEC on February 28, 2022.
| 2 |
| 1 | NAME OF REPORTING PERSONS
Hoak Fund Management, L.P.
| |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☒ | |
| 3 | SEC USE ONLY
| |
| 4 | SOURCE OF FUNDS AF | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Texas | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7 | SOLE VOTING POWER
1,500,000* |
| 8 | SHARED VOTING POWER
-0- | |
| 9 | SOLE DISPOSITIVE POWER
1,500,000* | |
| 10 | SHARED DISPOSITIVE POWER
-0- | |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,500,000* | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.145%** | |
| 14 | TYPE OF REPORTING PERSON
PN | |
* Represents 1,500,000 shares of Class A Common Stock of the Issuer held by Hoak Public Equities, L.P.
** This calculation is based on 29,154,580 shares outstanding as of February 18, 2022, as disclosed on the Issuer’s Form 10-K filed with the SEC on February 28, 2022.
| 3 |
| 1 | NAME OF REPORTING PERSONS
Hoak & Co.
| |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☒ | |
| 3 | SEC USE ONLY
| |
| 4 | SOURCE OF FUNDS A F | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Texas | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7 | SOLE VOTING POWER
1,500,000* |
| 8 | SHARED VOTING POWER
-0- | |
| 9 | SOLE DISPOSITIVE POWER
1,500,000* | |
| 10 | SHARED DISPOSITIVE POWER
-0- | |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,500,000* | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.145%** | |
| 14 | TYPE OF REPORTING PERSON
CO | |
* Represents 1,500,000 shares of Class A Common Stock of the Issuer held by Hoak Public Equities, L.P.
** This calculation is based on 29,154,580 shares outstanding as of February 18, 2022, as disclosed on the Issuer’s Form 10-K filed with the SEC on February 28, 2022.
| 4 |
| 1 | NAME OF REPORTING PERSONS
J. Hale Hoak | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☒ | |
| 3 | SEC USE ONLY
| |
| 4 | SOURCE OF FUNDS AF, PF | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
1,737,160* |
| 8 | SHARED VOTING POWER
255,000** | |
| 9 | SOLE DISPOSITIVE POWER
1,737,160* | |
| 10 | SHARED DISPOSITIVE POWER
255,000** | |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,992,160 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.833%*** | |
| 14 | TYPE OF REPORTING PERSON
IN | |
* Represents (1) 1,500,000 shares of Class A Common Stock of the Issuer held by Hoak Public Equities, L.P., (2) 110 shares of Class A Common Stock of the Issuer held in a UTMA account for the benefit of Alfred Hale Hoak of which Mr. J. Hale Hoak serves as custodian, (3) 25,000 shares of Class A Common Stock of the Issuer held by The Hoak Foundation, of which Mr. J. Hale Hoak serves as investment manager, (4) 167,000 shares of Class A Common Stock of the Issuer held by Mr. J. Hale Hoak, (5) 45,000 shares of Class A Common Stock of the Issuer held by Hale Hoak Child’s Trust, and (6) 50 shares of Class A Common Stock of the Issuer held in a UTMA account for the benefit of James M. Hoak III of which Mr. J. Hale Hoak serves as custodian.
** Represents 255,000 shares of Class A Common Stock of the Issuer held by Nancy Hoak 2020 GRAT Agreement, of which Mr. J. Hale Hoak serves as co-trustee.
*** This calculation is based on 29,154,580 shares outstanding as of February 18, 2022, as disclosed on the Issuer’s Form 10-K filed with the SEC on February 28, 2022.
| 5 |
| 1 | NAME OF REPORTING PERSONS
James M. Hoak | |
| 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 ITEM 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
1,925,000* |
| 8 | SHARED VOTING POWER
255,000** | |
| 9 | SOLE DISPOSITIVE POWER
1,925,000* | |
| 10 | SHARED DISPOSITIVE POWER
255,000** | |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,180,000 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.477%*** | |
| 14 | TYPE OF REPORTING PERSON
IN | |
* Represents (1) 1,500,000 shares of Class A Common Stock of the Issuer held by Hoak Public Equities, L.P., (2) 400,000 shares of Class A Common Stock of the Issuer held in the James M. Hoak Jr. IRA, and (3) 25,000 shares of Class A Common Stock of the Issuer held by The Hoak Foundation, of which Mr. James M. Hoak serves as president.
** Represents 255,000 shares of Class A Common Stock of the Issuer held by Nancy Hoak 2020 GRAT Agreement, of which Mr. James M. Hoak serves as co-trustee.
*** This calculation is based on 29,154,580 shares outstanding as of February 18, 2022, as disclosed on the Issuer’s Form 10-K filed with the SEC on February 28, 2022.
| 6 |
| 1 | NAME OF REPORTING PERSONS
Hale Hoak Child’s Trust
| |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☒ | |
| 3 | SEC USE ONLY
| |
| 4 | SOURCE OF FUNDS OO | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Texas | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7 | SOLE VOTING POWER
45,000 |
| 8 | SHARED VOTING POWER
-0- | |
| 9 | SOLE DISPOSITIVE POWER
45,000 | |
| 10 | SHARED DISPOSITIVE POWER
-0- | |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,000 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%* | |
| 14 | TYPE OF REPORTING PERSON
OO | |
* This calculation is based on 29,154,580 shares outstanding as of February 18, 2022, as disclosed on the Issuer’s Form 10-K filed with the SEC on February 28, 2022.
| 7 |
| 1 | NAME OF REPORTING PERSONS
The Hoak Foundation
| |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☒ | |
| 3 | SEC USE ONLY
| |
| 4 | SOURCE OF FUNDS OO | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Texas | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7 | SOLE VOTING POWER
25,000 |
| 8 | SHARED VOTING POWER
-0- | |
| 9 | SOLE DISPOSITIVE POWER
25,000 | |
| 10 | SHARED DISPOSITIVE POWER
-0- | |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,000 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%* | |
| 14 | TYPE OF REPORTING PERSON
CO | |
* This calculation is based on 29,154,580 shares outstanding as of February 18, 2022, as disclosed on the Issuer’s Form 10-K filed with the SEC on February 28, 2022.
| 8 |
| 1 | NAME OF REPORTING PERSONS
Nancy Hoak 2020 GRAT Agreement
| |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☒ | |
| 3 | SEC USE ONLY
| |
| 4 | SOURCE OF FUNDS OO | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Texas | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7 | SOLE VOTING POWER
-0- |
| 8 | SHARED VOTING POWER
255,000 |
|
| 9 | SOLE DISPOSITIVE POWER
-0- | |
| 10 | SHARED DISPOSITIVE POWER
255,000 | |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
255,000 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%* | |
| 14 | TYPE OF REPORTING PERSON
OO | |
* This calculation is based on 29,154,580 shares outstanding as of February 18, 2022, as disclosed on the Issuer’s Form 10-K filed with the SEC on February 28, 2022.
| 9 |
This Amendment No. 4 to Schedule 13D (the “Fourth Amendment”) amends and supplements the Schedule 13D originally filed with the Securities and Exchange Commission (“SEC”) on December 31, 2020 (the “Original 13D”), as amended by that certain Amendment No. 1 to the Original 13D (the “First Amendment”), as amended by that certain Amendment No. 2 to the Original 13D (the “Second Amendment”), as amended by that certain Amendment No. 3 to the Original 13D (the “Third Amendment” and together with the Original 13D, the First Amendment, the Second Amendment and the Fourth Amendment, the “Schedule 13D”). Unless otherwise indicated, all capitalized terms used but not defined herein shall have the same meaning ascribed to them in the Original 13D.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended and restated to read in its entirety as follows:
“The total amount of funds used for the purchase of Common Stock by HPE was $22,758,490.57. Hoak Management and Hoak & Co. do not directly hold any Common Stock but may be deemed to beneficially own the Common Stock owned by HPE. Each of James M. Hoak, Jr. and J. Hale Hoak may also be deemed to beneficially own the Common Stock owned by HPE. The total amount of funds used for the purchase of the Common Stock reported by (i) the Trust was $456,399.86, (ii) the Foundation was $187,204.08 and (iii) the GRAT was $3,106,569.35. James M. Hoak, Jr. may also be deemed to beneficially own the Common Stock owned by the Foundation and the GRAT and J. Hale Hoak may also be deemed to beneficially own the Common Stock owned by the Trust, the Foundation and the GRAT. The total amount of funds used for the purchase of the remaining Common Stock reported by (i) James M. Hoak, Jr. was $5,417,454.00 (all such 400,000 shares held in the James M. Hoak, Jr. IRA) and (ii) J. Hale Hoak was $3,043,477.56 (167,000 shares held personally by J. Hale Hoak, 110 shares held in a UTMA account for the benefit of Alfred Hale Hoak (Mr. J. Hale Hoak’s son) of which Mr. J. Hale Hoak serves as custodian, and 50 shares held in a UTMA account for the benefit of James M. Hoak III (Mr. J. Hale Hoak’s son) of which Mr. J. Hale Hoak serves as custodian).”
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and restated to read in its entirety as follows:
“Except for the transactions set forth on Schedule A, none of the Reporting Persons effected any transaction in the Common Stock since the most recent Schedule 13D filed with the SEC on January 13, 2022.”
Item 7. Material to Be Filed as Exhibits
| 99.1 | Joint Filing Agreement, dated March 3, 2022, by and among Hoak Public Equities, L.P., Hoak Fund Management, L.P., Hoak & Co., James M. Hoak, J. Hale Hoak, The Hoak Foundation, Hale Hoak Child’s Trust and the Nancy Hoak 2020 GRAT Agreement. |
| 10 |
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this Statement is true, complete and correct.
| Dated: | March 3, 2022 |
Hoak Public Equities, L.P.
By: Hoak Fund Management, L.P., its general partner
By: Hoak & Co., its general partner
By: /s/ J. Hale Hoak J. Hale Hoak President
|
Hoak Fund Management, L.P.
By: Hoak & Co., its general partner
By: /s/ J. Hale Hoak J. Hale Hoak President
|
The Hoak Foundation
By: /s/ J. Hale Hoak J. Hale Hoak, its investment manager
|
Hale Hoak Child’s Trust
By: /s/ J. Hale Hoak J. Hale Hoak, Trustee
|
Hoak & Co.
By: /s/ J. Hale Hoak J. Hale Hoak President
|
James M. Hoak
By: /s/ James M. Hoak James M. Hoak
|
J. Hale Hoak
By: /s/ J. Hale Hoak J. Hale Hoak
|
Nancy Hoak 2020 GRAT Agreement
By: /s/ J. Hale Hoak J. Hale Hoak, Co-Trustee
By: /s/ James M. Hoak James M. Hoak, Co-Trustee
|
| 11 |
Schedule A
Transactions – Last 60 Days
Hoak Public Equities, LP
| Date | Symbol | Transaction | Warrants | Price Per Warrant |
| 03/01/2022 | VRSZW | Sold | 165,459 | $11.5415 |
| 12 |