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
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- Peter Lynch
What is insider trading>>
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
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Under the Securities Exchange Act of 1934
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(Amendment No. 16)*
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Standard Diversified Inc.
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(Name of Issuer)
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Class A Common Stock, $0.01 par value per share (“Class A Common Stock”)
Class B Common Stock, $0.01 par value per share (“Class B Common Stock”)
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(Title of Class of Securities)
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85336L109 (Class A Common Stock)
85336L208 (Class B Common Stock)
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(CUSIP Number)
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Joseph Mause
Standard General L.P.
767 Fifth Avenue, 12th Floor
New York, NY 10153
Tel. No.: 212-257-4701
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications) |
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July 13, 2020
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(Date of Event which Requires Filing of this Statement)
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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 Rule 13d-7 for other parties to whom copies are to be sent.
* 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).
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1
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Names of Reporting Persons.
Standard General L.P.
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [ ]
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3
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SEC Use Only
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4
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Source of Funds (See Instructions):
AF
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5
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Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e):
[ ]
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6
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Citizenship or Place of Organization.
Delaware
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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7 Sole Voting Power
0
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8 Shared Voting Power
12,180,662 shares of Class A Common Stock (see Item 5)
5,943,519 shares of Class B Common Stock
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9 Sole Dispositive Power
0
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10
12,180,662 shares of Class A Common Stock (see Item 5)
5,943,519 shares of Class B Common Stock
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
12,180,662 shares of Class A Common Stock (see Item 5)
5,943,519 shares of Class B Common Stock
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
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13
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Percent of Class Represented by Amount in Row (11)
82.1% of Class A Common Stock (see Item 5)
77.2% of Class B Common Stock
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14
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Type of Reporting Person (See Instructions)
IA
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1
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Names of Reporting Persons.
Soohyung Kim
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [ ]
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3
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SEC Use Only
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4
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Source of Funds (See Instructions):
AF
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5
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Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e):
[ ]
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6
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Citizenship or Place of Organization.
United States
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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7 Sole Voting Power
0
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8 Shared Voting Power
12,180,662 shares of Class A Common Stock (see Item 5)
5,943,519 shares of Class B Common Stock
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9 Sole Dispositive Power
0
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10 Shared Dispositive Power
12,180,662 shares of Class A Common Stock (see Item 5)
5,943,519 shares of Class B Common Stock
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
12,180,662 shares of Class A Common Stock (see Item 5)
5,943,519 shares of Class B Common Stock
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
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13
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Percent of Class Represented by Amount in Row (11)
82.1% of Class A Common Stock (see Item 5)
77.2% of Class B Common Stock
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14
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Type of Reporting Person (See Instructions)
IN, HC
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AMENDMENT NO. 16 TO 13D
This Amendment No. 16 to Schedule 13D (this “Amendment”) relates to Class A Common Stock, par value $0.01 per share (the “Class A Common Stock”), and Class B Common Stock, par value
$0.01 per share (the “Class B Common Stock&
#x201D;), of Standard Diversified Inc., a Delaware corporation (the “Issuer”). This Amendment is being filed by each of the Reporting Persons to amend the Schedule 13D (the “Initial Schedule 13D”) that was
originally filed on October 29, 2015 and amended on December 21, 2015, March 2, 2016, September 27, 2016, November 25, 2016, June 5, 2017, June 26, 2017, December 4, 2017, January 5, 2018, June 19, 2018, September 7, 2018, September 14, 2018,
December 11, 2018, February 15, 2019, March 7, 2019 and November 19, 2019 and by this Amendment (as so amended, the “Schedule 13D”). Unless otherwise indicated, all capitalized terms used therein but not defined herein shall have the same meanings as
in the Schedule 13D.
This Amendment is being filed to amend and supplement Items 4 and 5 of the Schedule 13D as set forth below.
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Item 4.
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Purpose of Transaction
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The information set forth in Item 5 is incorporated herein by reference.
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Item 5.
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Interest in Securities of the Issuer
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(a) and (b) See Items 7-11 of the cover pages and Item 2 of the Schedule 13D.
(c) On July 13, 2020, the Reporting Persons sold 1,416,556 shares of Class B Common Stock to the Issuer at a price of $12.054 per share.
The percentages reported herein are based on a statement by the Issuer in its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020, as filed with the SEC on May 4, 2020, that
there were 8,884,183 shares of Class A Common Stock and 7,699,124 shares of Class B outstanding as of April 29, 2020.
As shares of Class B Common Stock are convertible into shares of Class A Common Stock at the election of the holder, each Reporting Person’s beneficial ownership is reported herein as if that
Reporting Person (and no other shareholder) elected to convert all shares of Class B Common Stock beneficially owned by such Reporting Person into shares of Class A Common Stock. In addition, beneficial ownership of shares of such Class B
Common Stock are reported as if such shares were not so converted.
(d) Not applicable.
(e) Not applicable.
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.
Date: July 15, 2020
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STANDARD GENERAL L.P.
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By: /s/ Joseph Mause
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Name: Joseph Mause
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Title: Chief Financial Officer
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SOOHYUNG KIM
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/s/ Soohyung Kim
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Soohyung Kim
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