Sec Form 13D Filing - Radoff Bradley Louis filing for NEWPARK RESOURCES INC (NR) - 2022-07-06

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 3)¹

Newpark Resources, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

651718504

(CUSIP Number)

BRADLEY L. RADOFF

2727 Kirby Drive

Unit 29L

Houston, Texas 77098

 

STEVE WOLOSKY

RYAN NEBEL

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

July 5, 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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-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 § 240.13d-7 for other parties to whom copies are to be sent.

 

 

1              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 PERSON

The Radoff Family Foundation

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

7

SOLE VOTING POWER

SHARES

BENEFICIALLY

593,600

OWNED BY

8

SHARED VOTING POWER

EACH

REPORTING

- 0 -

PERSON WITH

9

SOLE DISPOSITIVE POWER

593,600

10

SHARED DISPOSITIVE POWER

- 0 -

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

593,600

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

  

	1		NAME OF REPORTING PERSON
				Bradley L. Radoff
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☐
	3		SEC USE ONLY
	4		SOURCE OF FUNDS
				PF, 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
				USA
NUMBER OF				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							7,232,600
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							- 0 -
PERSON WITH				9		SOLE DISPOSITIVE POWER
							7,232,600
				10		SHARED DISPOSITIVE POWER
							- 0 -
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				7,232,600
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				7.8%
	14		TYPE OF REPORTING PERSON
				IN

  

The following constitutes Amendment No. 3 to the Schedule 13D filed by the undersigned (“Amendment No. 3”). This Amendment No. 3 amends the Schedule 13D as specifically set forth herein.

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 Shares purchased by the Radoff Foundation were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 593,600 Shares directly owned by the Radoff Foundation is approximately $2,177,411, including brokerage commissions.

The Shares held in the Charitable Account were purchased with donated funds. The aggregate purchase price of the 30,000 Shares held in the Charitable Account is approximately $93,738, including brokerage commissions.

The Shares directly owned by Mr. Radoff were purchased with personal funds (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 6,609,000 Shares directly owned by Mr. Radoff is approximately $20,473,199, including brokerage commissions.

Item 5.

Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

The aggregate percentage of Shares reported owned by each person named herein is based upon 92,353,104 Shares outstanding as of May 2, 2022, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 4, 2022.

(a)       As of the date hereof, the Radoff Foundation directly beneficially owned 593,600 Shares, constituting less than 1% of the Shares outstanding.

As of the date hereof, 30,000 Shares were held in the Charitable Account, constituting less than 1% of the Shares outstanding.

As of the date hereof, Mr. Radoff directly beneficially owned 6,609,000 Shares, constituting approximately 7.2% of the Shares outstanding. Mr. Radoff, (i) as a director of the Radoff Foundation, may be deemed the beneficial owner of the 593,600 Shares owned by the Radoff Foundation, and (ii) as an adviser to the Charitable Account, may be deemed the beneficial owner of the 30,000 Shares held in the Charitable Account, which together with the 6,609,000 Shares he directly owns, constitutes an aggregate of 7,232,600 Shares beneficially owned by Mr. Radoff, constituting approximately 7.8% of the outstanding Shares.

The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.

(b)

Mr. Radoff may be deemed to have the sole power to vote and dispose of the Shares reported herein.

(c)

Schedule B annexed hereto lists all transactions in securities of the Issuer by the Reporting Persons during the past 60 days. All of such transactions were effected in the open market unless otherwise noted therein.

(d)

Other than with respect to the Charitable Account, no person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.

(e)

Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended to add the following:

Mr. Radoff has sold American-style, exchange-listed call options referencing an aggregate of 110,000 Shares, which have an exercise price of $5.00 per Share and expire on September 16, 2022.

SIGNATURES

After reasonable inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: July 6, 2022

	The Radoff Family Foundation
	By:	/s/ Bradley L. Radoff
		Name:	Bradley L. Radoff
		Title:	Director

 

 

	/s/ Bradley L. Radoff
	Bradley L. Radoff

SCHEDULE B

Transactions in the Securities of the Issuer During the Past 60 Days

Nature of the Transaction

Amount of Securities Purchased/(Sold)

Price ($)

Date of Purchase/Sale

 

BRADLEY L. RADOFF

Purchase of Common Stock	120,000	3.4099	05/09/2022
Purchase of Common Stock	40,000	3.4224	05/10/2022
Purchase of Common Stock	5,900	3.6044	05/11/2022
Purchase of Common Stock	7,100	3.5156	05/12/2022
Purchase of Common Stock	17,000	3.7308	05/13/2022
Sale of Common Stock	(25,000)	4.0846	05/16/2022
Sale of Common Stock	(15,000)	4.0573	05/16/2022
Sale of Common Stock	(80,000)	4.3308	05/17/2022
Purchase of Common Stock	22,000	4.2477	05/18/2022
Purchase of Common Stock	25,000	4.2042	05/19/2022
Purchase of Common Stock	50,000	4.1124	05/20/2022
Purchase of Common Stock	35,000	4.1843	05/23/2022
Purchase of Common Stock	10,000	4.4096	05/24/2022
Purchase of Common Stock	30,000	4.4662	05/25/2022
Sale of Common Stock	(20,500)	4.4066	05/25/2022
Sale of September 2022 Call Option ($5.00 Strike Price)	(500)	0.5000	05/25/2022
Purc hase of Common Stock	10,000	4.5443	05/26/2022
Sale of Common Stock	(10,000)	4.4261	05/31/2022
Purchase of Common Stock	5,500	4.3930	06/01/2022
Purchase of Common Stock	10,000	4.4267	06/02/2022
Purchase of Common Stock	5,000	4.4853	06/06/2022
Purchase of Common Stock	20,000	4.6949	06/08/2022
Purchase of Common Stock	10,000	4.4966	06/09/2022
Purchase of Common Stock	30,000	4.2389	06/10/2022
Purchase of Common Stock	16,000	4.0735	06/13/2022
Purchase of Common Stock	19,000	3.7875	06/14/2022
Purchase of Common Stock	40,000	3.6704	06/16/2022
Purchase of Common Stock	70,000	3.6402	06/17/2022
Purchase of Common Stock	20,000	3.6653	06/21/2022
Purchase of Common Stock	25,000	3.4698	06/22/2022
Purchase of Common Stock	30,000	3.2388	06/23/2022
Purchase of Common Stock	6,000	3.1319	06/24/2022
Purchase of Common Stock	9,000	3.3100	06/29/2022
Purchase of Common Stock	2,500	3.1415	07/01/2022
Purchase of Common Stock	200,000	2.8991	07/05/2022

 

THE RADOFF FAMILY FOUNDATION

Purchase of Common Stock	3,000	4.1754	05/17/2022
Sale of Common Stock	(25,000)	4.3165	05/17/2022
Purchase of Common Stock	10,000	4.4403	06/03/2022
Purchase of Common Stock	65,000	3.8257	06/15/2022