SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D AMENDMENT

Under the Securities Exchange Act of 1934

(Amendment No.3)

PERMA-PIPE INTERNATIONAL HOLDINGS INC.

(Name of Issuer)

COMMON STOCK

(Title of class of securities)

714167103

(CUSIP Number)

STRATEGIC VALUE PARTNERS

CARL W. DINGER III

PO BOX 897

BERTHOUD, CO 80513

(973)-819-9923

(Name, address and telephone number of persons authorized to

receive notices and communications)

MARCH 31, 2017

(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 Schedule, including all exhibits. See 240.13d-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).

CUSIP No. 714167103

1. NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

Carl W. Dinger III*	XXX-XX-XXXX
Carousel World L.P.	XX-XXXXXXX
Ashley E. Dinger	XXX-XX-XXXX
Caleigh N. Dinger	XXX-XX-XXXX
Shelby C. Dinger	XXX-XX-XXXX
Kenneth E. Stroup, Jr.	XXX-XX-XXXX

(*individually and as general partner for Carousel World LP)

2. CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP

(a)     /   X   /

(b)     /        /

3. SEC USE ONLY

4. SOURCE OF FUNDS (SEE INSTRUCTIONS)

PF, OO of each reporting person of the group

5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

/                /

6. CITIZENSHIP OR PLACE OF ORGANIZATION

Carl W. Dinger III - USA

Ashley E. Dinger - USA

Caleigh N. Dinger - USA

Shelby C. Dinger – USA

Kenneth E. Stroup, Jr. - USA

Carousel World LP - A Colorado Limited Partnership

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON:

7. SOLE VOTING POWER

8. SHARED VOTING POWER

446,327

9. SOLE DISPOSITIVE POWER

10. SHARED DISPOSITIVE POWER

446,327

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

Carl W. Dinger III -	156,400 shares common
Carousel World LP -	80,200 shares common
Ashley E. Dinger -	66,400 shares common
Caleigh N. Dinger -	41,500 shares common
Shelby C. Dinger -	39,000 shares common
Kenneth E. Stroup, Jr. -	62,827 shares common

12. CHECK IF THE AGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

/                 /

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

5.92%

14. TYPE OF REPORTING PERSON

IN, CO (all related)

SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13D

The following constitutes the Schedule 13D filed by the Undersigned:

ITEM 1. SECURITY AND ISSUER

This statement relates to the Common Stock, $0.01 par value per share ("the shares"), of Perma-Pipe International Holdings /Inc., (the "Issuer"), (formerly MFRI, Incorporated). The principal offices of the issuer are at 6410 W. Howard Street, Niles, IL 60714.

ITEM 2. IDENTITY AND BACKROUND

a.) This statement has been filed jointly by Carl W. Dinger III, Carl W. Dinger III’s children, (Ashley, Caleigh and Shelby), Kenneth E. Stroup Jr., and by Carousel World L.P., a limited partnership in Colorado.

b.) The principal address of each person or entity in the group is as follows:

Carl W. Dinger III, (and children)

PO Box 897

Berthoud, CO 80513

Carousel World L.P.

P.O. Box 897

Berthoud, CO 80513

Kenneth E. Stroup, Jr.

48 Alexandria Rd.

Morristown, NJ 07960

c.) Present Principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted;

Carl W. Dinger III – General Partner of Carousel World LP, (address same as in (b.)

Ashley E. Dinger – Self-Employed

Caleigh N. Dinger – College Student

Shelby C. Dinger – College Student

Kenneth E. Stroup, Jr. – Private Investor

d.) No reporting person in the group has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

e.) None of the reporting persons in this group has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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.

f.) Mr. Carl W. Dinger III, his children, and Kenneth E. Stroup, Jr. are all US citizens and Carousel World LP is a Colorado limited partnership.

ITEM 3. SOURCE AND AMOUNT OF FUNDS

The source of funds of each of the reporting persons in the group are the personal funds of each individual and in some cases, borrowings from investment brokerage accounts supported by several equity holdings.

ITEM 4. PURPOSE OF THE TRANSACTION

The group owns a 5.92% stake in the issuer. As disclosed in prior 13D and 13D/A filings the Group has been disappointed in the performance of Perma-Pipe’s (PPIH) stock. The Group has previously met with the Board, submitted a shareholder proposal to encourage the Board to repurchase stock, considered running a slate in opposition to the Board and otherwise has encouraged the Board to maximize shareholder value through other means.

Over the past several days the Board and the Group reached an agreement, (see Exhibit 1 attached), for PPIH’s proxy to contain a proposal calling for a vote by shareholder’s to consider a stock repurchase program by the Company. The Group understands management intends to oppose this proposal while the Group intends to solicit support from shareholders.

ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER

As reported in the Issuer's 10Q for the quarter ending 10/31/16, the issuer had 7,568,946 common shares outstanding. The reporting persons forming the group own an aggregate of 446,327 common shares representing 5.92% of the Issuer's shares outstanding. Each member of the reporting group owns shares individually as follows:

Carl W. Dinger III	156,400
Carousel World L.P.	80,200
Ashley E. Dinger	66,400
Caleigh N. Dinger	41,500
Shelby C. Dinger	39,000
Kenneth E. Stroup, Jr.	62,827
Total:	446,327

c.) Transactions over the past sixty days are as follows, (all purchases):

1/31/17	100	$8.85
2/07/17	100	$8.70
2/17/17	150	$8.70
3/01/17	700	$8.25
3/06/17	200	$8.03
3/08/17	100	$7.88
3/10/17	800	$7.40
3/14/17	400	$7.73
3/15/17	900	$8.00
3/22/17	200	$7.89
3/27/17	550	$7.71
3/28/17	100	$7.75
3/30/17	200	$7.87

d.) No person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such shares of the Common Stock.

e.) Not applicable.

ITEM 6. CONTRACTS, AGREEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

Other than described herein, there are no contracts, arrangements or understandings among the Reporting Persons, (other than the formation of this group on October 17, 2016 seeking the actions described herein), or between the Reporting Persons and any other Person, with respect to the securities of the Issuer.

ITEM 7. MATERIALS TO BE FILED AS EXHIBITS

Please see Exhibit 1, Agreement with Perma-Pipe International Holdings, Inc. on shareholder proposal to repurchase shares.

SIGNATURES

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

MARCH 31, 2017

DATE

(Carl W. Dinger III, individually, and as general partner of Carousel World LP).

<Carl W. Dinger III>

SIGNATURE

(Ashley E. Dinger, individually)

<Ashley E. Dinger>

SIGNATURE

(Caleigh N. Dinger, individually)

<Caleigh N. Dinger>

(Shelby C. Dinger, individually)

<Shelby C. Dinger>

(Kenneth E. Stroup Jr., individually)

<Kenneth E. Stroup, Jr.>

EX-1

EXHIBIT 1

EXECUTION VERSION

Perma-Pipe International Holdings, Inc.

6410 W. Howard Street Niles, Illinois 60714

March 29, 2017

Carl W. Dinger III Strategic Value Partners 732 13th Street

Berthoud, Colorado 80513

RE: Share Repurchase Program Proposal and Director Nominations Dear Mr. Dinger:

This Letter Agreement (this “Letter Agreement”) is entered into as of the date set forth above, by and between Perma-Pipe International Holdings, Inc. (the “Company”) and Carl W. Dinger III, Strategic Value Partners, Carousel World LP, Kenneth Stroup, Jr., Ashley E. Dinger, Caleigh N. Dinger, and Shelby C. Dinger (collectively, the “Dinger Group”).

In consideration of the mutual promises and covenants set forth herein, and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Company and the Dinger Group hereby agree as follows:

1. Share Repurchase Program Proposal. The Company hereby agrees to include in the Company’s proxy statement for the Company’s 2017 annual meeting of shareholders a shareholder proposal and supporting statement from the Dinger Group in the form attached hereto as Exhibit A. The Dinger Group acknowledges and understands that the Company may, and intends to, (A) recommend that the Company’s shareholders vote against such proposal and (B) include a rebuttal statement regarding such proposal.

2. Director Nominations. Each member of the Dinger Group hereby agrees that such person (A) shall not, directly or indirectly, nominate any director for election to the Company’s board of directors at or in connection with the Company’s 2017 annual meeting of shareholders or otherwise during 2017; and (B) shall not allow any affiliate of such person to directly or indirectly nominate any director for election to the Company’s board of directors at or in connection with the Company’s 2017 annual meeting of shareholders or otherwise during 2017.

3. Miscellaneous. Letter Agreement may be executed in any number of counterparts, including by facsimile or e-mail, any one of which need not contain the signatures of more than one party, but all of such counterparts together shall constitute one agreement. This Letter Agreement may not be amended, or any provision thereof waived, unless each undersigned party consents thereto. This Letter Agreement shall be governed by the laws of the State of Delaware without regard to the principles of conflict of laws.

[Signature page follows]

If the above correctly reflects your understanding and agreement with respect to the foregoing matters, please so indicate by executing this Letter Agreement in the space provided below.

Very truly yours,
Perma-Pipe International Holdings, Inc., a Delaware corporation
By:	/s/
Name:	David S. Barrie
Title	Chairman of the Board

Acknowledged and agreed to as of the date first written above by:

<Carl W. Dinger III>
Carl W. Dinger III
Strategic Value Partners
By:	<Carl W. Dinger III>
Name:	Carl W. Dinger III
Title:	Member
Carousel World, LP
By:	<Carl W. Dinger III>
Name:	Carl W. Dinger III
Title:	General Partner
<Kenneth E. Stroup, Jr.>
Kenneth Stroup, Jr.
<Ashley E. Dinger>
Ashley E. Dinger
<Caleigh N. Dinger>
Caleigh N. Dinger
<Shelby C. Dinger>
Shelby C. Dinger

EXHIBIT A

Form Shareholder Proposal and Supporting Statement

Proposal

RESOLVED: The shareholders of Perma-Pipe International Holdings, Inc. recommend that the Board of Directors authorize and implement a share purchase program as a method of returning capital to shareholders.

Supporting Statement

PPIH's stock price has significantly underperformed all major stock indices during the past five years. There has been only a de minimis return, if any, to shareowners at large during this period. Additionally, PPIH has done very little to enhance shareholder value via returning capital to shareholders either through a share buyback or dividend. In February 2015, PPIH's board of Directors did approve and authorize a $2 million share repurchase program over a two-year period. However, after repurchasing 28,000 shares in February, 2015 and 17,000 shares in March, 2015 at a total cost of $292,510, no additional shares have been repurchased since then. Thus, only 14.63% of the total share repurchase authorization has been implemented.

Notwithstanding this significant lack of performance by PPIH's stock and any significant attempt to enhance shareholder value, large amounts of compensation in the form of cash, stock and stock option awards were imparted to PPIH Senior Executives and members of the Board of Directors during this same five year period. PPIH's publicly filed proxy statements for the years 2012, 2013, 2014 and 2015 disclose that $11,126,827 in such compensation was awarded during these four years.

Presumably, a similar amount was disbursed to PPIH Senior Executives and the Board during 2016. The market capitalization of PPIH as of the filing of this proxy proposal is $64.85 million as of January 17, 2017. Therefore, at least $12,500,000 was disbursed as total compensation to Senior Executives and members of the Board of Directors during 2012-2016 and comprises approximately 20% of the current market capitalization of PPIH. This compensation is excessive when the shareowners at large have received virtually no return on their investment and one unfulfilled attempt by the Board to enhance shareholder value.

PPIH has minimal net debt and has in excess of $9 million in cash in foreign subsidiaries. PPIH's overall balance sheet clearly would support a share buyback program. In addition, by reducing the total number of outstanding shares it would help to facilitate the eventual sale of the Company should the Company decide to pursue that course of action.

We respectfully urge all shareowners to vote in favor of this proposal.