0000905718-13-000067.txt : 20130214 0000905718-13-000067.hdr.sgml : 20130214 20130214163942 ACCESSION NUMBER: 0000905718-13-000067 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130214 DATE AS OF CHANGE: 20130214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DOUGLAS DYNAMICS, INC CENTRAL INDEX KEY: 0001287213 STANDARD INDUSTRIAL CLASSIFICATION: CONSTRUCTION MACHINERY & EQUIP [3531] IRS NUMBER: 134275891 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85472 FILM NUMBER: 13614894 BUSINESS ADDRESS: STREET 1: 7777 NORTH 73RD ST CITY: MILWAUKEE STATE: WI ZIP: 53233 BUSINESS PHONE: 414-362-3940 MAIL ADDRESS: STREET 1: 7777 NORTH 73RD ST CITY: MILWAUKEE STATE: WI ZIP: 53233 FORMER COMPANY: FORMER CONFORMED NAME: DOUGLAS DYNAMICS HOLDINGS INC DATE OF NAME CHANGE: 20040415 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: 12 West Capital Management LP CENTRAL INDEX KEY: 0001540531 IRS NUMBER: 453076594 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 90 PARK AVENUE STREET 2: 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: 646-216-7040 MAIL ADDRESS: STREET 1: 90 PARK AVENUE STREET 2: 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10016 SC 13G/A 1 douglas13gam1dec12.htm DOUGLAS13GAM1DEC12 douglas13gam1dec12.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13G
 
 
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
 
 
DOUGLAS DYNAMICS, INC.
(Name of Issuer)
 
COMMON STOCK, $0.01 PAR VALUE PER SHARE
(Title of Class of Securities)
 
25960R105
(CUSIP Number)
 
December 31, 2012
(Date of Event Which Requires Filing of this Statement)
 


Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:

[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)

*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 the disclosures provided in a prior cover page.

The information required in 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. 25960R105
 
(1) Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (entities only):
 
12 West Capital Management LP
 
 
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a) [ ]
  
 
(b) [ ]
  

 
(3) SEC Use Only
 
 
(4) Citizenship or Place of Organization: Delaware, United States
 
       
Number of Shares Beneficially Owned
      
by Each Reporting Person With
(5) Sole Voting Power:
0**
  
 
(6) Shared Voting Power:
0**
  
 
(7) Sole Dispositive Power:
0**
  
 
(8) Shared Dispositive Power:
0**
  

 
(9) Aggregate Amount Beneficially Owned by Each Reporting Person: 0**
 
 
(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):
 
 
(11) Percent of Class Represented by Amount in Row (9): 0%**
 
 
(12) Type of Reporting Person (See Instructions): IA
 
 
 
**12 West Capital Management LP (“12 West Management”) serves as the investment manager to 12 West Capital Fund LP, a Delaware limited partnership (“12 West Onshore Fund”), and 12 West Capital Offshore Fund LP, a Cayman Islands exempted limited partnership (“12 West Offshore Fund”), and possesses the sole power to vote and the sole power to direct the disposition of all securities held by 12 West Onshore Fund and 12 West Offshore Fund.  Joel Ramin, as the sole member of 12 West Capital Management, LLC, the general partner of 12 West Management, possesses the voting and dispositive power with respect to all securities beneficially owned by 12 West Management.

As of December 31, 2012, 12 West Onshore Fund held 0 shares of common stock of the Douglas Dynamics, Inc., par value $0.01 per share (the “Common Stock”), and 12 West Offshore Fund held 0  shares of Common Stock.
 
2
 
 
 
 

Item 1(a) Name Of Issuer: Douglas Dynamics, Inc.
 
Item 1(b) Address of Issuer’s Principal Executive Offices:
 
7777 North 73rd Street
 
Milwaukee, Wisconsin 53233
 
Item 2(a) Name of Person Filing:
 
12 West Capital Management LP
 
Item 2(b) Address of Principal Business Office or, if None, Residence:
 
 
90 Park Avenue
  41st Floor
 
New York, New York 10016
 
Item 2(c) Citizenship:
 
12 West Capital Management LP is a Delaware limited partnership.
 
Item 2(d) Title of Class of Securities: Common Stock, $0.01 par value per share
 
Item 2(e) CUSIP No.: 25960R105
 
 
Item 3. If This Statement Is Filed Pursuant to Section 240.13d-1(b) or 240.13d-2(b) or (c), check whether the Person Filing is a:
 
 
Not Applicable.

Item 4. Ownership.
 
 
(a) Amount Beneficially Owned:
0**
  
       
 
(b) Percent of Class:
0%**
  
       
 
(c) Number of Shares as to which such person has:
    
       
   
(i) sole power to vote or to direct the vote:
0**
  
         
   
(ii) shared power to vote or to direct the vote:
0**
  
         
   
(iii) sole power to dispose or to direct the disposition of:
0**
  
         
   
(iv) shared power to dispose or to direct the disposition of:
0**
  
_____________
**12 West Capital Management LP (“12 West Management”) serves as the investment manager to 12 West Capital Fund LP, a Delaware limited partnership (“12 West Onshore Fund”), and 12 West Capital Offshore Fund LP, a Cayman Islands exempted limited partnership (“12 West Offshore Fund”), and possesses the sole power to vote and the sole power to direct the disposition of all securities held by 12 West Onshore Fund and 12 West Offshore Fund.  Joel Ramin, as the sole member of 12 West Capital Management, LLC, the general partner of 12 West Management, possesses the voting and dispositive power with respect to all securities beneficially owned by 12 West Management.

As of December 31, 2012, 12 West Onshore Fund held 0 shares of common stock of the Douglas Dynamics, Inc., par value $0.01 per share (the “Common Stock”), and 12 West Offshore Fund held 0  shares of Common Stock.
 
 
3


 
 
 

Item 5. Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following þ.

Item 6. Ownership of More Than Five Percent on Behalf of Another Person

Not Applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

Not Applicable.


Item 8. Identification and Classification of Members of the Group

Not Applicable.


Item 9. Notice of Dissolution of Group

Not Applicable.


Item 10. Certification
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.


 
 
 


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.
    February 14, 2013    
         
    12 WEST CAPITAL MANAGEMENT LP    
         
 
By:
12 WEST CAPITAL MANAGEMENT, LLC,
   
    its General Partner    
         
 
 
By: /s/ Joel Ramin  
      Joel Ramin,  
      its Sole Member  

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)