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

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

(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).

 

CUSIP No. 651718504

  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  

  

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CUSIP No. 651718504

  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  

  

3

CUSIP No. 651718504

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.

4

CUSIP No. 651718504

(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.

5

CUSIP No. 651718504

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

6

CUSIP No. 651718504

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