SEC Form 4
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*
Nierenberg David

(Last) (First) (Middle)
19605 NE 8TH STREET

(Street)
CAMAS WA 98607

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Houston Wire & Cable CO [ HWCC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/16/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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(1)(2) 03/16/2020 P 115,050 A $2 664,888 I BY D3 FAMILY FUND LP(3)
COMMON STOCK(1)(2) 03/16/2020 P 252,800 A $2 1,314,254 I BY D3 FAMILY BULLDOG FUND LP(3)
COMMON STOCK(1)(2) 03/16/2020 P 31,950 A $2 64,216 I BY HAREDALE LTD(3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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*
Nierenberg David

(Last) (First) (Middle)
19605 NE 8TH STREET

(Street)
CAMAS WA 98607

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Nierenberg Investment Management Company, Inc.

(Last) (First) (Middle)
19605 NE 8TH ST

(Street)
CAMAS WA 98607

(City) (State) (Zip)
Explanation of Responses:
1. This Form 4 is filed jointly by David Nierenberg and Nierenberg Investment Management Company, Inc. Solely Mr. Nierenberg is a Director of the Issuer.
2. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. The filing of this Form 4 shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer he or it does not directly own.
3. NIERENBERG INVESTMENT MANAGEMENT COMPANY ("NIMCO") IS THE SOLE GENERAL PARTNER OF THE D3 FAMILY FUND, LP AND THE D3 FAMILY BULLDOG FUND, LP, AND THE SOLE INVESTMENT MANAGER OF HAREDALE LTD. (COLLECTIVELY, THE "FUNDS"). MR. NIERENBERG IS THE PRESIDENT OF NIMCO. BY VIRTUE OF THESE RELATIONSHIPS, EACH OF THE REPORTING PERSONS MAY BE DEEMED TO BENEFICIALLY OWN THE SECURITIES OWNED DIRECTLY BY THE FUNDS.
/S/CHRISTOPHER M. MICKLAS, ATTORNEY-IN-FACT 03/17/2020
** 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.