Sec Form 13D Filing - BERMAN SHARYN filing for Dorman Products Inc. (DORM) - 2024-06-18

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Dorman Products, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

258278100

(CUSIP Number)

Sharyn Berman

c/o Dorman Products, Inc.

3400 East Walnut Street

Colmar, PA 18915

(215) 997-1800

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 14, 2024

(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 Rule 13d-1(e), Rule 13d-1(f) or Rule 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 Rule 13d-7(b) for other parties to whom copies are to be sent.

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).

This Amendment No. 2 to Schedule 13D (“Amendment No. 2”) relates to shares of common stock, par value $0.01 per share (the “Common Stock”), of Dorman Products, Inc., a Pennsylvania corporation (the “Issuer”). This Amendment No. 2 amends the Schedule 13D, as previously amended, filed with the Securities and Exchange Commission by Sharyn Berman (the “Reporting Person”), by furnishing the information set forth below. The Reporting Person is filing this Amendment No. 2 to report recent transactions in the Common Stock that have decreased the number of shares of Common Stock that the Reporting Person may be deemed to beneficially own and to update other changes in the Reporting Person’s Schedule 13D, including the disclosure of the entry into a 10b5-1 Plan by the Reporting Person.

This statement relates to the Common Stock of the Issuer. The address of the Issuer’s principal executive offices is 3400 East Walnut Street, Colmar, Pennsylvania 18915.

(a) This statement is being filed by the Reporting Person, Sharyn Berman. The filing of this statement shall not be construed as an admission for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that the Reporting Person is the beneficial owner of any securities covered by this statement or that this schedule is required to be filed by such person.

(b) The business address for the Reporting Person is c/o Dorman Products, Inc., 3400 East Walnut Street, Colmar, Pennsylvania 18915.

(c) The Reporting Person is Sharyn Berman, the sister-in-law of Steven L. Berman, the Issuer’s Non-Executive Chairman, and the widow of the late Richard N. Berman, the Issuer’s former Chairman of the Board of Directors and Chief Executive Officer.

(d) During the last five years, the Reporting Person has not been convicted in a criminal proceeding, excluding traffic violations and similar misdemeanors.

(e) During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in the Reporting Person being subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) The Reporting Person is a resident of the Commonwealth of Pennsylvania and a citizen of the United States of America.

The shares of Common Stock reported herein as beneficially owned by the Reporting Person were acquired with personal funds or acquired through gifts, estate planning or inheritance.

The shares of Common Stock reported herein as beneficially owned by the Reporting Person were acquired by the Reporting Person for investment purposes.

On June 14, 2024, the Reporting Person (in her capacity as co-trustee for various family trusts), together with Steven Berman (both in his individual capacity and in his capacity as co-trustee for various family trusts) and Marc Berman (in his capacity as trustee for various family trusts), entered into a Rule 10b5-1 trading plan (the “10b5-1Plan”) with a broker to manage the sale of up to an aggregate of 400,000 shares of the Issuer’s Common Stock, of which 175,000 shares are owned by Steven Berman and 225,000 are owned by family trusts. These sales are being done for estate planning and diversification purposes. Steven Berman and Marc Berman are Sharyn Berman’s brothers-in-law.

Except pursuant to the 10b5-1 Plan, the Reporting Person does not have any present plans or proposals that relate to or would result in any of the following:

As of the date hereof, the Reporting Person shares voting and dispositive power with respect to 1,361,743 shares of Common Stock, which amount includes: (i) 1,151,525 shares held by various trusts established by the late Richard N. Berman for the benefit of family members, of which she is the co-trustee with Steven L. Berman (collectively the “Richard N. Berman Trusts with Co-Trustees”); (ii) 202,240 shares held by a marital qualified terminable interest property trust for the benefit of Sharyn Berman, of which she is the co-trustee with Steven L. Berman (the “Sharyn Berman QTIP Trust”); and (iii) 7,978 shares held by The Richard N. Berman Foundation dated March 14, 2011, of which she is the co-trustee with her son, Matthew Berman.

The Reporting Person shares voting and dispositive power with respect to the shares held by the Richard N. Berman Trusts with Co-Trustees and the Sharyn Berman QTIP Trust with her brother-in-law, Steven L. Berman. Steven L. Berman is the Issuer’s Non-Executive Chairman. The business address for Steven L. Berman is c/o Dorman Products, Inc., 3400 East Walnut Street, Colmar, Pennsylvania 18915. The Reporting Person shares voting and dispositive power with respect to the shares held by The Richard N. Berman Foundation dated March 14, 2011 with her son, Matthew Berman. Matthew Berman is the President of Cross Country, a supplier of automotive, janitorial and portable sanitation supplies. The business address for Matthew Berman is c/o Cross Country, 855 Hylton Road, Pennsauken, New Jersey 08110. During the last five years, neither Steven L. Berman nor Matthew Berman has been convicted in a criminal proceeding, excluding traffic violations and similar misdemeanors. During the last five years, neither Steven L. Berman nor Matthew Berman has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Steven L. Berman and Matthew Berman are residents of the Commonwealth of Pennsylvania and citizens of the United States of America.

Pursuant to the Amended and Restated Shareholders’ Agreement, dated as of July 1, 2006 (the “Shareholders’ Agreement”), among Steven L. Berman, the late Richard N. Berman, Jordan S. Berman, Marc H. Berman, Fred B. Berman, Deanna Berman and the additional shareholders named therein (each, a “Shareholder” and together, the “Shareholders”), except as otherwise provided in the Shareholders’ Agreement with respect to Jordan S. Berman and Deanna Berman, each Shareholder has granted each other Shareholder rights of first refusal, exercisable on a pro rata basis or in such other proportions as the exercising Shareholders may agree, to purchase shares of Common Stock of the Issuer which any of such Shareholders or, upon their death, their respective estate, proposes to sell to third parties. The Issuer has agreed with the Shareholders that, upon the death of each respective Shareholder, to the extent that any of their shares are not purchased by any of the surviving Shareholders and may not be sold without registration under the 1933 Act, the Issuer will use its best efforts to cause those shares to be registered under the 1933 Act. The expenses of any such registration will be borne by the estate of the deceased Shareholder. Deanna Berman is Sharyn Berman’s mother-in-law and the spouse of Sharyn Berman’s father-in-law, Jordan S. Berman. Steven L. Berman, Marc H. Berman and Fred B. Berman are Sharyn Berman’s brothers-in-law. The additional Shareholders party to the Shareholders’ Agreement are trusts affiliated with Steven L. Berman, the late Richard N. Berman, Jordan S. Berman, Marc H. Berman or Fred B. Berman, or each person’s respective spouse or children.

The Shareholders may be deemed to beneficially own in the aggregate 3,283,158 shares of Common Stock (other than the shares of Common Stock deemed beneficially owned by the Reporting Person and described in Item 5(b)), which amount represents 10.64% of the Issuer’s Common Stock based upon 30,855,167 shares of Common

Stock outstanding (comprised of (a) 30,846,047 shares of Common Stock outstanding as of the close of business on June 14, 2024; and (b) 9,120 shares of Common Stock issuable upon the exercise of options which may be exercised by one of the Shareholders within 60 days of the date hereof), as to all of which shares the Reporting Person disclaims beneficial ownership.

Other than as indicated in this statement, the Reporting Person is not party to any contract, arrangement, understanding, or relationship (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to, the transfer or voting of any of the Issuer’s securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

(1) Amended and Restated Shareholders’ Agreement, dated as of July 1, 2006, by and among Richard Berman, Steven Berman, Jordan Berman, Mark Berman, Fred Berman, Deanna Berman and the Additional Shareholders named therein. (Incorporated by reference to Exhibit 4.1 to the Issuer’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 27, 2008, filed with the Securities and Exchange Commission on November 4, 2008)

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

EXHIBIT INDEX