Sec Form 13D Filing - Radoff Bradley Louis filing for NEWPARK RESOURCES INC (NR) - 2022-08-31

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. 4)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)

 

August 29, 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         1,059,100  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          1,059,100  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        1,059,100  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        1.1%  
  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         8,500,100  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          8,500,100  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        8,500,100  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        9.0%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

3

CUSIP No. 651718504

The following constitutes Amendment No. 4 to the Schedule 13D filed by the undersigned (“Amendment No. 4”). This Amendment No. 4 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 1,059,100 Shares directly owned by the Radoff Foundation is approximately $3,533,403, 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 7,411,000 Shares directly owned by Mr. Radoff is approximately $22,961,166, 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 93,999,672 Shares outstanding as of August 1, 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 August 3, 2022.

(a)       As of the date hereof, the Radoff Foundation directly beneficially owned 1,059,100 Shares, constituting approximately 1.1% of the outstanding Shares.

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 7,411,000 Shares, constituting approximately 7.9% of the Shares outstanding. Mr. Radoff, (i) as a director of the Radoff Foundation, may be deemed the beneficial owner of the 1,059,100 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 7,411,000 Shares he directly owns, constitutes an aggregate of 8,500,100 Shares beneficially owned by Mr. Radoff, constituting approximately 9.0% 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 since the filing of Amendment No. 3 to the Schedule 13D. 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.

 

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: August 31, 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 Since the Filing of Amendment No. 3 to the Schedule 13D

Nature of the Transaction

Amount of Securities

Purchased/(Sold)

Price ($)

Date of

Purchase/Sale

 

BRADLEY L. RADOFF

 

Purchase of Common Stock 70,000 3.0079 07/06/2022
Purchase of Common Stock 77,500 3.2417 07/07/2022
Purchase of Common Stock 35,000 3.1941 07/08/2022
Purchase of Common Stock 15,000 3.0870 07/11/2022
Purchase of Common Stock 20,000 2.9713 07/12/2022
Purchase of Common Stock 5,000 3.0047 07/13/2022
Purchase of Common Stock 55,000 2.9593 07/14/2022
Purchase of Common Stock 55,000 3.0873 07/15/2022
Purchase of Common Stock 35,000 3.2263 07/18/2022
Purchase of Common Stock 50,000 3.3257 07/19/2022
Purchase of Common Stock 80,000 3.3427 07/20/2022
Purchase of Common Stock 60,000 3.2012 07/22/2022
Purchase of Common Stock 45,000 3.3009 07/25/2022
Purchase of Common Stock 7,000 3.3960 07/26/2022
Purchase of Common Stock 5,000 3.4382 07/28/2022
Purchase of Common Stock 5,000 3.0476 08/03/2022
Purchase of Common Stock 45,000 2.5668 08/08/2022
Purchase of Common Stock 20,000 2.5211 08/09/2022
Purchase of Common Stock 5,000 2.6001 08/10/2022
Purchase of Common Stock 12,500 2.7756 08/11/2022
Purchase of Common Stock 7,500 2.8024 08/12/2022
Purchase of Common Stock 2,500 2.6518 08/17/2022
Purchase of Common Stock 12,500 3.1455 08/29/2022
Purchase of Common Stock 25,000 3.1456 08/29/2022
Purchase of Common Stock 52,500 2.9405 08/31/2022

 

THE RADOFF FAMILY FOUNDATION

 

Purchase of Common Stock 80,000 3.1278 07/21/2022
Purchase of Common Stock 38,000 3.3575 07/27/2022
Purchase of Common Stock 15,000 3.5548 07/29/2022
Purchase of Common Stock 145,000 2.6764 08/04/2022
Purchase of Common Stock 65,000 2.6099 08/05/2022
Purchase of Common Stock 5,000 2.6839 08/15/2022
Purchase of Common Stock 12,500 3.1455 08/29/2022
Purchase of Common Stock 25,000 3.1456 08/29/2022
Purchase of Common Stock 80,000 2.9158 08/30/2022