| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Wright Investors Service Holdings, Inc. [ WISH ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/30/2019 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 08/30/2019 | S | 863,940 | D | $0.42 | 0 | I | See Footnote(1) | ||
| Common Stock | 08/30/2019 | S | 105,000(2) | D | $0.42 | 0 | D | |||
| Common Stock | 08/30/2019 | S | 814,122(3) | D | $0.42 | 0 | D | |||
| Common Stock | 08/30/2019 | S | 50,000(4) | D | $0.42 | 0 | D | |||
| Common Stock | 08/30/2019 | S | 20,000(5) | D | $0.42 | 0 | D | |||
| Common Stock | 08/30/2019 | S | 105,000(6) | D | $0.42 | 0 | D | |||
| Common Stock | 08/30/2019 | S | 683,090(7) | D | $0.42 | 0 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. These shares are owned indirectly by Cove Street Capital, LLC ("CSC"), which is a member of a "group" with (i) Jeffrey Bronchick; (ii) Eugene Robin; (iii) Marshall Geller; (iv) Paul Hinkle and (v) Andrew Leaf for purposes of Section 13(d) of the Exchange Act. CSC is the investment advisor to certain separately managed accounts ("Managed Accounts") and may be deemed to have a pecuniary interest in the shares directly held in the Managed Accounts. Bronchick is the manager of CSC and may be deemed to have a pecuniary interest in the shares in which CSC has a pecuniary interest. CSC and Bronchick each disclaim, for purposes of Section 16 of the Securities Exchange Act, beneficial ownership of shares held in the Managed Accounts, except to the extent of their indirect pecuniary interest therein, and this report shall not be deemed an admission that either is the beneficial owner of such shares for any purpose. CSC disclaims beneficial ownership of the shares held directly by Bronchick. |
| 2. These shares are owned directly by Cove Street Capital, LLC, which is a member of a "group" with (i) Jeffrey Bronchick; (ii) Eugene Robin; (iii) Marshall Geller; (iv) Paul Hinkle and (v) Andrew Leaf for purposes of Section 13(d) of the Exchange Act. |
| 3. These shares are owned directly by Jeffrey Bronchick, who is a member of a "group" with (i) Cove Street Capital, LLC; (ii) Eugene Robin; (iii) Marshall Geller; (iv) Paul Hinkle and (v) Andrew Leaf for purposes of Section 13(d) of the Exchange Act |
| 4. These shares are owned directly by Andrew Leaf, who is a member of a "group" with (i) Cove Street Capital, LLC; (ii) Jeffrey Bronchick; (iii) Eugene Robin; (iv) Marshall Geller and (v) Paul Hinkle for purposes of Section 13(d) of the Exchange Act. |
| 5. These shares are owned directly by Paul Hinkle, who is a member of a "group" with (i) Cove Street Capital, LLC; (ii) Jeffrey Bronchick; (iii) Eugene Robin; (iv) Marshall Geller and (v) Andrew Leaf for purposes of Section 13(d) of the Exchange Act. |
| 6. These shares are owned directly by Eugene Robin, who is a member of a "group" with (i) Cove Street Capital, LLC; (ii) Jeffrey Bronchick; (iii) Marshall Geller; (iv) Paul Hinkle and (v) Andrew Leaf for purposes of Section 13(d) of the Exchange Act. |
| 7. These shares are owned directly by Marshall Geller, who is a member of a "group" with (i) Cove Street Capital, LLC; (ii) Jeffrey Bronchick; (iii) Eugene Robin; (iv) Paul Hinkle and (v) Andrew Leaf for purposes of Section 13(d) of the Exchange Act. |
| /s/ Merihan Tynan, Chief Compliance Officer, Cove Street Capital, LLC | 08/30/2019 | |
| /s/ Jeffrey Bronchick | 08/30/2019 | |
| /s/ Eugene Robin | 08/30/2019 | |
| /s/ Marshall Geller | 08/30/2019 | |
| /s/ Paul Hinkle | 08/30/2019 | |
| /s/ Andrew Leaf | 08/30/2019 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||