Sec Form 13D Filing - JCP Investment Management LLC @ WESTWOOD HLDGS GROUP INC.

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.

"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>

Link

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

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)

November 20, 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).

CUSIP No. 961765104


	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)				☐


	6	CITIZENSHIP OR PLACE OF ORGANIZATION

			TEXAS
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					260,628
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					- 0 -
PERSON WITH			9	SOLE DISPOSITIVE POWER

					260,628
			10	SHARED DISPOSITIVE POWER

					- 0 -
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

			260,628
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐


	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

			2.8%
	14	TYPE OF REPORTING PERSON

			PN

CUSIP No. 961765104


	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					271,534
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					- 0 -
PERSON WITH			9	SOLE DISPOSITIVE POWER

					271,534
			10	SHARED DISPOSITIVE POWER

					- 0 -
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

			271,534
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐


	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

			3.0%
	14	TYPE OF REPORTING PERSON

			PN

CUSIP No. 961765104


	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					532,162
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					- 0 -
PERSON WITH			9	SOLE DISPOSITIVE POWER

					532,162
			10	SHARED DISPOSITIVE POWER

					- 0 -
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

			532,162
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐


	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

			5.8%
	14	TYPE OF REPORTING PERSON

			PN

CUSIP No. 961765104


	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					532,162
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					- 0 -
PERSON WITH			9	SOLE DISPOSITIVE POWER

					532,162
			10	SHARED DISPOSITIVE POWER

					- 0 -
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

			532,162
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐


	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

			5.8%
	14	TYPE OF REPORTING PERSON

			OO

CUSIP No. 961765104


	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						543,066
OWNED BY				8	SHARED VOTING POWER
EACH
REPORTING						- 0 -
PERSON WITH				9	SOLE DISPOSITIVE POWER

						543,066
				10	SHARED DISPOSITIVE POWER

						- 0 -
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

				543,066
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐


	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

		0;		5.9%
	14		TYPE OF REPORTING PERSON

				OO

CUSIP No. 961765104


	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					543,066
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					- 0 -
PERSON WITH			9	SOLE DISPOSITIVE POWER

					543,066
			10	SHARED DISPOSITIVE POWER

					- 0 -
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

			543,066
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐


	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

			5.9%
	14	TYPE OF REPORTING PERSON

			IN

CUSIP No. 961765104

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 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 260,628 Shares owned directly by JCP Partnership is approximately $5,001,901, including brokerage commissions. The aggregate purchase price of the 271,534 Shares owned directly by JCP Asset VI is approximately $5,211,254, including brokerage commissions. The aggregate purchase price of the 10,904 Shares held in the JCP Account is approximately $209,284, including brokerage commissions.

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 9,145,663 Shares outstanding as of October 24, 2023, 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 October 31, 2023.

JCP Partnership

(a)

As of the date hereof, JCP Partnership beneficially owned 260,628 Shares.

Percentage: Approximately 2.8%

(b)

1. Sole power to vote or direct vote: 260,628
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 260,628
4. Shared power to dispose or direct the disposition: 0

JCP Asset VI

(a)

As of the date hereof, JCP Asset VI beneficially owned 271,534 Shares.

Percentage: Approximately 3.0%

(b)

1. Sole power to vote or direct vote: 271,534
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 271,534
4. Shared power to dispose or direct the disposition: 0

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) 260,628 Shares owned by JCP Partnership and (ii) 271,534 Shares owned by JCP Asset VI.

Percentage: Approximately 5.8%

CUSIP No. 961765104

(b)

1. Sole power to vote or direct vote: 532,162
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 532,162
4. Shared power to dispose or direct the disposition: 0

JCP Holdings

(a)

JCP Holdings, as the general partner of JCP Partners, may be deemed the beneficial owner of the (i) 260,628 Shares owned by JCP Partnership and (ii) 271,534 Shares owned by JCP Asset VI.

Percentage: Approximately 5.8%

(b)

JCP Management

(a)

As of the date hereof, 10,904 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) 260,628 Shares owned by JCP Partnership, (ii) 271,534 Shares owned by JCP Asset VI and (iii) 10,904 Shares held in the JCP Account.

Percentage: Approximately 5.9%

(b)

1. Sole power to vote or direct vote: 543,066
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 543,066
4. Shared power to dispose or direct the disposition: 0

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) 260,628 Shares owned by JCP Partnership, (ii) 271,534 Shares owned by JCP Asset VI and (iii) 10,904 Shares held in the JCP Account.

Percentage: Approximately 5.9%

(b)

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)

The transactions in securities of the Issuer by the Reporting Persons during the past 60 days are set forth in Schedule A and are incorporated herein by reference. All of such transactions were effected in the open market unless otherwise noted therein.

CUSIP No. 961765104

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: November 22, 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

CUSIP No. 961765104

SCHEDULE A

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

Shares of Common
Stock Purchased/(Sold)

Price Per

Share($)

Date of

Purchase/Sale

JCP Investment Partnership, LP

(1,016)	11.7658	11/06/2023
(9,598)	11.0000	11/14/2023
(792)	11.0000	11/15/2023
(67)	11.0000	11/16/2023
(70)	11.0000	11/17/2023
(11,998)	11.0000	11/20/2023
(1,281)	11.0067	11/21/2023
(71,988)	11.0000	11/22/2023

JCP Asset Partnership VI, LP

(1,060)	11.7658	11/06/2023
(10,000)	11.0000	11/14/2023
(826)	11.0000	11/15/2023
(71)	11.0000	11/16/2023
(73)	11.0000	11/17/2023
(12,500)	11.0000	11/20/2023
(1,335)	11.0067	11/21/2023
(75,000)	11.0000	11/22/2023

JCP Investment Management, LLC
(Through the JCP Account)

(43)	11.7658	11/06/2023
(402)	11.0000	11/14/2023
(33)	11.0000	11/15/2023
(3)	11.0000	11/16/2023
(3)	11.0000	11/17/2023
(502)	11.0000	11/20/2023
(54)	11.0067	11/21/2023
(3,012)	11.0000	11/22/2023

Sec Form 13D Filing - JCP Investment Management LLC filing for WESTWOOD HLDGS GROUP INC. (WHG) - 2023-11-22