Sec Form 13D Filing - JCP Investment Management LLC filing for WESTWOOD HLDGS GROUP INC. (WHG) - 2023-04-20

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

Westwood Holdings Group, Inc.

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

961765104

(CUSIP Number)

JAMES C. PAPPAS

JCP INVESTMENT MANAGEMENT, LLC

1177 West Loop South, Suite 1320

Houston, TX 77027

(713) 333-5540

 

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)

 

March 13, 2023

(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
				JCP Investment Partnership, LP
	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)															☐
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	6		CITIZENSHIP OR PLACE OF ORGANIZATION
				TEXAS
NUMBER OF				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							389,787
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							- 0 -
PERSON WITH				9		SOLE DISPOSITIVE POWER
							389,787
				10		SHARED DISPOSITIVE POWER
							- 0 -
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				389,787
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				4.2%
	14		TYPE OF REPORTING PERSON
				PN

  

	1		NAME OF REPORTING PERSON
				JCP Asset Partnership VI, LP
	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							406,107
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							- 0 -
PERSON WITH				9		SOLE DISPOSITIVE POWER
							406,107
				10		SHARED DISPOSITIVE POWER
							- 0 -
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				406,107
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				4.4%
	14		TYPE OF REPORTING PERSON
				PN

  

 

	1		NAME OF REPORTING PERSON
				JCP Investment Partners, LP
	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				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							795,894
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							- 0 -
PERSON WITH				9		SOLE DISPOSITIVE POWER
							795,894
				10		SHARED DISPOSITIVE POWER
							- 0 -
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				795,894
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				8.6%
	14		TYPE OF REPORTING PERSON
				PN

  

 

	1		NAME OF REPORTING PERSON
				JCP Investment Holdings, LLC
	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				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							795,894
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							- 0 -
PERSON WITH				9		SOLE DISPOSITIVE POWER
							795,894
				10		SHARED DISPOSITIVE POWER
							- 0 -
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				795,894
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				8.6%
	14		TYPE OF REPORTING PERSON
				OO

  

 

	1		NAME OF REPORTING PERSON
				JCP Investment Management, LLC
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☐
	3		SEC USE ONLY
	4		SOURCE OF FUNDS
				AF, 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				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							812,203
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							- 0 -
PERSON WITH				9		SOLE DISPOSITIVE POWER
							812,203
				10		SHARED DISPOSITIVE POWER
							- 0 -
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				812,203
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				8.8%
	14		TYPE OF REPORTING PERSON
				OO

  

 

	1		NAME OF REPORTING PERSON
				James C. Pappas
	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
				USA
NUMBER OF				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							812,203
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							- 0 -
PERSON WITH				9		SOLE DISPOSITIVE POWER
							812,203
				10		SHARED DISPOSITIVE POWER
							- 0 -
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				812,203
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				8.8%
	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. This Amendment No. 3 was triggered due to a change in the number of outstanding Shares of the Issuer.

 

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated to read as follows:

The Shares purchased by JCP Partnership and JCP Asset VI and held in the JCP Account 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 389,787 Shares owned directly by JCP Partnership is approximately $6,492,194, including brokerage commissions. The aggregate purchase price of the 406,107 Shares owned directly by JCP Asset VI is approximately $6,764,023, including brokerage commissions. The aggregate purchase price of the 16,309 Shares held in the JCP Account is approximately $271,648, including brokerage commissions.

Item 4.

Purpose of Transaction.

Item 4 is hereby amended to add the following:

 

On April 20, 2023, the Reporting Persons submitted a demand to inspect certain books and records of the Issuer in accordance with Delaware law after learning that the Issuer’s Chief Executive Officer, Brian O. Casey, has been contacting potential financing sources in connection with a potential take private of the Issuer. The Reporting Persons intend to oppose any such efforts by management to take the Issuer private at its depressed valuation, particularly in light of the Board’s previous public rejection of a $25 per share cash offer in July 2021 and stated rationale that such offer significantly undervalued the Issuer relative to its standalone plan.

 

Item 5.

Interest in Securities of the Issuer.

Items 5(a) – (c) are hereby amended and restated to read as follows:

The aggregate percentage of Shares reported owned by each person named herein is based upon 9,245,779 Shares outstanding as of March 6, 2023, which is the total number of Shares outstanding as reported in the Issuer’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on Marc h 17, 2023.

A.

JCP Partnership

(a)

As of the date hereof, JCP Partnership beneficially owned 389,787 Shares.

Percentage: Approximately 4.2%

(b)

1. Sole power to vote or direct vote: 389,787 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 389,787 4. Shared power to dispose or direct the disposition: 0

 

B.

JCP Asset VI

(a)

As of the date hereof, JCP Asset VI beneficially owned 406,107 Shares.

Percentage: Approximately 4.4%

(b)

1. Sole power to vote or direct vote: 406,107 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 406,107 4. Shared power to dispose or direct the disposition: 0

 

C.

JCP Partners

(a)

JCP Partners, as the general partner of JCP Partnership and JCP Asset VI, may be deemed the beneficial owner of the (i) 389,787 Shares owned by JCP Partnership and (ii) 406,107 Shares owned by JCP Asset VI.

Percentage: Approximately 8.6%

(b)

1. Sole power to vote or direct vote: 795,894 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 795,894 4. Shared power to dispose or direct the disposition: 0

 

D.

JCP Holdings

(a)

JCP Holdings, as the general partner of JCP Partners, may be deemed the beneficial owner of the (i) 389,787 Shares owned by JCP Partnership and (ii) 406,107 Shares owned by JCP Asset VI.

Percentage: Approximately 8.6%

(b)

1. Sole power to vote or direct vote: 795,894 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 795,894 4. Shared power to dispose or direct the disposition: 0

 

E.

JCP Management

(a)

As of the date hereof, 16,309 Shares were held in the JCP Account. JCP Management, as the investment manager of JCP Partnership, JCP Asset VI and the JCP Account, may be deemed the beneficial owner of the (i) 389,787 Shares owned by JCP Partnership, (ii) 406,107 Shares owned by JCP Asset VI and (iii) 16,309 Shares held in the JCP Account.

Percentage: Approximately 8.8%

(b)

1. Sole power to vote or direct vote: 812,203 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 812,203 4. Shared power to dispose or direct the disposition: 0

F.

Mr. Pappas

(a)

Mr. Pappas, as the managing member of JCP Management and sole member of JCP Holdings, may be deemed the beneficial owner of the (i) 389,787 Shares owned by JCP Partnership, (ii) 406,107 Shares owned by JCP Asset VI and (iii) 16,309 Shares held in the JCP Account.

Percentage: Approximately 8.8%

(b)

1. Sole power to vote or direct vote: 812,203 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 812,203 4. Shared power to dispose or direct the disposition: 0

 

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 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.

(c)

There have been no transactions in securities of the Issuer by the Reporting Persons during the past 60 days.

SIGNATURES

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

Dated: April 20, 2023

 

	JCP Investment Partnership, LP
	By:	JCP Investment Management, LLC Investment Manager
	By:	/s/ James C. Pappas
		Name:	James C. Pappas
		Title:	Managing Member

 

 

	JCP Asset Partnership VI, LP
	By:	JCP Investment Management, LLC Investment Manager
	By:	/s/ James C. Pappas
		Name:	James C. Pappas
		Title:	Managing Member

 

 

	JCP Investment Partners, LP
	By:	JCP Investment Holdings, LLC General Partner
	By:	/s/ James C. Pappas
		Name:	James C. Pappas
		Title:	Sole Member

 

 

	JCP Investment Holdings, LLC
	By:	/s/ James C. Pappas
		Name:	James C. Pappas
		Title:	Sole Member

 

 

	JCP Investment Management, LLC
	By:	/s/ James C. Pappas
		Name:	James C. Pappas
		Title:	Managing Member

 

 

	/s/ James C. Pappas
	James C. Pappas