0000921895-16-005765.txt : 20160928 0000921895-16-005765.hdr.sgml : 20160928 20160928152037 ACCESSION NUMBER: 0000921895-16-005765 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20160928 DATE AS OF CHANGE: 20160928 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CDI CORP CENTRAL INDEX KEY: 0000018396 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HELP SUPPLY SERVICES [7363] IRS NUMBER: 232394430 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-18175 FILM NUMBER: 161906838 BUSINESS ADDRESS: STREET 1: 1717 ARCH STREET STREET 2: 35TH FLOOR CITY: PHILADELPHIA STATE: PA ZIP: 19103-2768 BUSINESS PHONE: 2155692200 MAIL ADDRESS: STREET 1: 1717 ARCH STREET STREET 2: 35TH FLOOR CITY: PHILADELPHIA STATE: PA ZIP: 19103-2768 FORMER COMPANY: FORMER CONFORMED NAME: COMPREHEMSIVE DESINGNERS INC DATE OF NAME CHANGE: 19731120 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Radoff Bradley Louis CENTRAL INDEX KEY: 0001380585 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: 1177 WEST LOOP SOUTH STREET 2: SUITE 1625 CITY: HOUSTON STATE: TX ZIP: 77027 SC 13D 1 sc13d09076006_09282016.htm SCHEDULE 13D sc13d09076006_09282016.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)

(Amendment No. )1

CDI Corp.
(Name of Issuer)

Common Stock, par value $0.10 per share
(Title of Class of Securities)

125071100
(CUSIP Number)
 
GREG LEMPEL
1177 West Loop South, Suite 1625
Houston, Texas 77027
713-482-2196
 
STEVE WOLOSKY, ESQ.
OLSHAN FROME WOLOSKY LLP
1325 Avenue of the Americas
New York, New York 10019
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

September 19, 2016
(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 the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.


_______________
1              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. 125071100
 
1
NAME OF REPORTING PERSON
 
BLR Partners LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
TEXAS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
1,100,000
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
1,100,000
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,100,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.9%
14
TYPE OF REPORTING PERSON
 
PN

 
2

CUSIP NO. 125071100
 
1
NAME OF REPORTING PERSON
 
BLRPart, LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
TEXAS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
1,100,000
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
1,100,000
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,100,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.9%
14
TYPE OF REPORTING PERSON
 
PN

 
3

CUSIP NO. 125071100
 
1
NAME OF REPORTING PERSON
 
BLRGP Inc.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
TEXAS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
1,100,000
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
1,100,000
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,100,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.9%
14
TYPE OF REPORTING PERSON
 
CO

 
4

CUSIP NO. 125071100
 
1
NAME OF REPORTING PERSON
 
Fondren Management, LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
TEXAS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
1,100,000
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
1,100,000
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,100,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.9%
14
TYPE OF REPORTING PERSON
 
PN

 
5

CUSIP NO. 125071100
 
1
NAME OF REPORTING PERSON
 
FMLP Inc.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
TEXAS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
1,100,000
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
1,100,000
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,100,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.9%
14
TYPE OF REPORTING PERSON
 
CO

 
6

CUSIP NO. 125071100
 
1
NAME OF REPORTING PERSON
 
Bradley L. Radoff
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
1,100,000
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
1,100,000
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,100,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.9%
14
TYPE OF REPORTING PERSON
 
IN

 
7

CUSIP NO. 125071100
 
1
NAME OF REPORTING PERSON
 
Joshua E. Schechter
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
PF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
13,890
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
13,890
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
13,890
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
IN

 
8

CUSIP NO. 125071100
 
The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).

Item 1.
Security and Issuer.

This statement relates to the common stock, par value $0.10 per share (the “Shares”), of CDI Corp., a Pennsylvania corporation (the “Issuer”).  The address of the principal executive offices of the Issuer is 1735 Market Street, Suite 200, Philadelphia, Pennsylvania 19103.
 
Item 2.
Identity and Background.
 
(a)           This statement is filed by:
 
 
(i)
BLR Partners LP, a Texas limited partnership (“BLR Partners”);
 
 
(ii)
BLRPart, LP, a Texas limited partnership (“BLRPart GP”), which serves as the general partner of BLR Partners;
 
 
(iii)
BLRGP Inc., a Texas S corporation (“BLRGP”), which serves as the general partner of BLRPart GP;
 
 
(iv)
Fondren Management, LP, a Texas limited partnership (“Fondren Management”), which serves as the investment manager of BLR Partners;
 
 
(v)
FMLP Inc., a Texas S corporation (“FMLP”), which serves as the general partner of Fondren Management;
 
 
(vi)
Bradley L. Radoff, who serves as the sole shareholder and sole director of each of BLRGP and FMLP; and
 
 
(vii)
Joshua E. Schechter.
 
Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”  Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6.  Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.
 
(b)           The address of the principal office of each of BLR Partners, BLRPart GP, BLRGP, Fondren Management, FMLP and Mr. Radoff is 1177 West Loop South, Suite 1625, Houston, Texas 77027. The address of the principal office of Mr. Schechter is 302 South Mansfield Avenue, Los Angeles, California 90036.
 
(c)           The principal business of BLR Partners is investing in securities.  The principal business of BLRPart GP is serving as the general partner of BLR Partners.  The principal business of BLRGP is serving as the general partner of BLRPart GP. The principal business of Fondren Management is serving as the investment manager of BLR Partners. The principal business of FMLP is serving as the general partner of Fondren Management. The principal occupation of Mr. Radoff is serving as the sole shareholder and sole director of each of BLRGP and FMLP. The principal occupation of Mr. Schechter is a private investor.
 
 
9

CUSIP NO. 125071100
 
(d)           No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
 
(e)           No Reporting Person 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)           Messrs. Radoff and Schechter are citizens of the United States of America.
 
Item 3.
Source and Amount of Funds or Other Consideration.
 
The Shares purchased by BLR Partners were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted.   The aggregate purchase price of the 1,100,000 Shares owned directly by BLR Partners is approximately $6,018,800, including brokerage commissions.
 
The Shares purchased by Mr. Schechter were purchased with personal funds (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted.  The aggregate purchase price of the 13,890 Shares owned directly by Mr. Schechter is approximately $72,202, including brokerage commissions.
 
Item 4.
Purpose of Transaction.
 
The Reporting Persons purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity.  Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.
 
Dating back to July 2014 when the Reporting Persons sent a private letter to the Issuer’s Board of Directors (the “Board”), the Reporting Persons have previously communicated their views and concerns to the Issuer’s management and Board regarding a myriad of issues, including the Issuer’s corporate governance and strategy. Specifically, the Reporting Persons are concerned that a majority of the Board is over-tenured (5 of 8 directors have served on the Board at least since 2003), directors are significantly overcompensated relative to the Issuer’s size and financial performance, and the continued relationship with Barton J. Winokur’s law firm while he serves as a director creates inherent conflicts of interest in the boardroom. The Reporting Persons believe that the size of the Board should be reduced, Board compensation should be brought in line with the Issuer’s market cap and performance, ties with Mr. Winokur and his law firm should be severed and the Issuer should pursue a strategic alternatives review process.
 
The Reporting Persons are concerned that the Issuer’s stock price will continue to deteriorate unless immediate action is taken to address their concerns and the Reporting Persons intend to engage in discussions with the Issuer’s management, the Board, stockholders of the Issuer and other interested parties regarding the Issuer’s corporate governance (including Board composition), operations, strategic plans and other means to enhance stockholder value.
 
No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein.  The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in additional communications with management and the Board of the Issuer, engaging in discussions with stockholders of the Issuer and others about the Issuer and the Reporting Persons’ investment, making proposals to the Issuer concerning changes to the capitalization, ownership structure, Board structure (including Board composition) or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or changing their intention with respect to any and all matters referred to in Item 4.
 
 
10

CUSIP NO. 125071100
 
Item 5.
Interest in Securities of the Issuer.
 
The aggregate percentage of Shares reported owned by each person named herein is based upon 18,598,044 Shares outstanding as of August 1, 2016, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 4, 2016.
 
A.
BLR Partners
 
 
(a)
As of September 28, 2016, BLR Partners beneficially owned 1,100,000 Shares.
 
Percentage: Approximately 5.9%
 
 
(b)
1. Sole power to vote or direct vote: 1,100,000
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 1,100,000
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
The transactions in the Shares by BLR Partners during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
 
B.
BLRPart GP
 
 
(a)
BLRPart GP, as the general partner of BLR Partners, may be deemed the beneficial owner of the 1,100,000 Shares owned by BLR Partners.
 
Percentage: Approximately 5.9%
 
 
(b)
1. Sole power to vote or direct vote: 1,100,000
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 1,100,000
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
BLRPart GP has not entered into any transactions in the Shares during the past 60 days.  The transactions in the Shares on behalf of BLR Partners during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
 
C.
BLRGP
 
 
(a)
BLRGP, as the general partner of BLRPart GP, may be deemed the beneficial owner of the 1,100,000 Shares owned by BLR Partners.
 
Percentage: Approximately 5.9%
 
 
(b)
1. Sole power to vote or direct vote: 1,100,000
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 1,100,000
 
4. Shared power to dispose or direct the disposition: 0
 
 
11

CUSIP NO. 125071100
 
 
(c)
BLRGP has not entered into any transactions in the Shares during the past 60 days.  The transactions in the Shares on behalf of BLR Partners during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
 
D.
Fondren Management
 
 
(a)
Fondren Management, as the investment manager of BLR Partners, may be deemed the beneficial owner of the 1,100,000 Shares owned by BLR Partners.
 
Percentage: Approximately 5.9%
 
 
(b)
1. Sole power to vote or direct vote: 1,100,000
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 1,100,000
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
Fondren Management has not entered into any transactions in the Shares during the past 60 days.  The transactions in the Shares on behalf of BLR Partners during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
 
E.
FMLP
 
 
(a)
FMLP, as the general partner of Fondren Management, may be deemed the beneficial owner of the 1,100,000 Shares owned by BLR Partners.
 
Percentage: Approximately 5.9%
 
 
(b)
1. Sole power to vote or direct vote: 1,100,000
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 1,100,000
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
FMLP has not entered into any transactions in the Shares during the past 60 days.  The transactions in the Shares on behalf of BLR Partners during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
 
F.
Mr. Radoff
 
 
(a)
Mr. Radoff, as the sole shareholder and sole director of each of BLRGP and FMLP, may be deemed the beneficial owner of the 1,100,000 Shares owned by BLR Partners.
 
Percentage: Approximately 5.9%
 
 
(b)
1. Sole power to vote or direct vote: 1,100,000
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 1,100,000
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
Mr. Radoff has not entered into any transactions in the Shares during the past 60 days.  The transactions in the Shares on behalf of BLR Partners during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
 
 
12

CUSIP NO. 125071100
 
G.
Mr. Schechter:
 
 
(a)
As of September 28, 2016, Mr. Schechter directly owned 13,890 Shares.
 
Percentage: Less than 1%
 
 
(b)
1. Sole power to vote or direct vote: 13,890
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 13,890
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
The transactions in the Shares by Mr. Schechter during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
 
An aggregate of 1,113,890 Shares, constituting approximately 6% of the Shares outstanding, are reported in this Schedule 13D.
 
The Reporting Persons, as members of a “group” for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons.  Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.
 
 
(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 proceeds from the sale of, the Shares.
 
 
(e)
Not applicable.
 
Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
 
On September 28, 2016, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law.  The Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
 
Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.
 
Item 7.
Material to be Filed as Exhibits.
 
 
99.1
Joint Filing Agreement, dated September 28, 2016.
 
 
13

CUSIP NO. 125071100
 
SIGNATURES
 
After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Dated: September 28, 2016

 
BLR Partners LP
   
 
By:
BLRPart, LP
General Partner
     
 
By:
BLRGP Inc.
General Partner
     
 
By:
/s/ Bradley L. Radoff
   
Name:
Bradley L. Radoff
   
Title:
Sole Director


 
BLRPart, LP
   
 
By:
BLRGP Inc.
General Partner
     
 
By:
/s/ Bradley L. Radoff
   
Name:
Bradley L. Radoff
   
Title:
Sole Director

 
BLRGP Inc.
   
 
By:
/s/ Bradley L. Radoff
   
Name:
Bradley L. Radoff
   
Title:
Sole Director


 
Fondren Management, LP
   
 
By:
FMLP Inc.
General Partner
     
 
By:
/s/ Bradley L. Radoff
   
Name:
Bradley L. Radoff
   
Title:
Sole Director
 
 
14

CUSIP NO. 125071100
 
 
FMLP Inc.
   
 
By:
/s/ Bradley L. Radoff
   
Name:
Bradley L. Radoff
   
Title:
Sole Director

   
 
/s/ Bradley L. Radoff
 
Bradley L. Radoff

   
 
/s/ Joshua E. Schechter
 
Joshua E. Schechter

 
15

CUSIP NO. 125071100
 
SCHEDULE A

Transactions in the Securities of the Issuer During the Past Sixty Days
 
Nature of Transaction
Securities
Purchased/(Sold)
Price per Share ($)
Date of
Purchase / Sale
 
BLR PARTNERS LP
 
Purchase of Common Stock
2,300
5.4365
09/28/2016
Purchase of Common Stock
31,760
5.3708
09/27/2016
Purchase of Common Stock
5,940
5.3329
09/26/2016
Purchase of Common Stock
10,000
5.3020
09/23/2016
Purchase of Common Stock
37,500
5.2020
09/21/2016
Purchase of Common Stock
17,709
5.1383
09/20/2016
Purchase of Common Stock
150,000
5.0904
09/19/2016
Purchase of Common Stock
6,082
5.3304
09/16/2016
Purchase of Common Stock
33,791
5.3299
09/16/2016
Purchase of Common Stock
7,500
5.6249
09/15/2016
Purchase of Common Stock
42,418
5.5833
09/14/2016
Purchase of Common Stock
17,575
5.5552
09/13/2016
Purchase of Common Stock
21,840
5.6661
09/12/2016
Purchase of Common Stock
39,499
5.6909
09/09/2016
Purchase of Common Stock
23,150
5.7123
09/08/2016
Purchase of Common Stock
28,279
5.6727
09/07/2016
Purchase of Common Stock
33,071
5.6568
09/06/2016
Purchase of Common Stock
74,630
5.6786
09/02/2016
Purchase of Common Stock
12,410
5.6611
09/01/2016
Purchase of Common Stock
14,814
5.6665
08/31/2016
Purchase of Common Stock
2,591
5.6844
08/30/2016
Purchase of Common Stock
18,946
5.6997
08/29/2016
Purchase of Common Stock
3,400
5.6109
08/26/2016
Purchase of Common Stock
11,879
5.5811
08/25/2016
Purchase of Common Stock
25,456
5.6097
08/24/2016
Purchase of Common Stock
117,933
5.6171
08/23/2016
Purchase of Common Stock
25,945
5.5686
08/22/2016
Purchase of Common Stock
36,192
5.5728
08/19/2016
Purchase of Common Stock
88,269
5.6043
08/17/2016
Purchase of Common Stock
33,114
5.5652
08/16/2016
Purchase of Common Stock
48,658
5.5127
08/15/2016
Purchase of Common Stock
30,000
5.4626
08/12/2016
Purchase of Common Stock
7,349
5.4353
08/11/2016

JOSHUA E. SCHECHTER
 
Purchase of Common Stock
790
5.1189
09/20/2016
Purchase of Common Stock
100
5.1139
09/20/2016
Purchase of Common Stock
3,000
5.1226
09/20/2016
Purchase of Common Stock
2,285
5.2216
09/19/2016
Purchase of Common Stock
2,515
5.2116
09/19/2016
Purchase of Common Stock
200
5.2016
09/19/2016
Purchase of Common Stock
5,000
5.2401
09/19/2016
 
 
 

 
 
Sale of Common Stock
(4,000)
5.3490
09/16/2016
Sale of Common Stock
(94)
5.3489
09/16/2016
Sale of Common Stock
(200)
5.3490
09/16/2016
Sale of Common Stock
(300)
5.3490
09/16/2016
Sale of Common Stock
(100)
5.3490
09/16/2016
Sale of Common Stock
(100)
5.3690
09/16/2016
Sale of Common Stock
(1,350)
5.3791
09/16/2016
Sale of Common Stock
(600)
5.3800
09/16/2016
Sale of Common Stock
(600)
5.3846
09/16/2016
Sale of Common Stock
(100)
5.3790
09/16/2016
Sale of Common Stock
(700)
5.3500
09/16/2016
Sale of Common Stock
(400)
5.3590
09/16/2016
Sale of Common Stock
(99)
5.4443
09/16/2016
Sale of Common Stock
(200)
5.4746
09/16/2016
Sale of Common Stock
(200)
5.4842
09/16/2016
Sale of Common Stock
(100)
5.4747
09/16/2016
Sale of Common Stock
(800)
5.4752
09/16/2016
Purchase of Common Stock
503
5.6440
09/06/2016
Purchase of Common Stock
797
5.6439
09/06/2016
Purchase of Common Stock
600
5.6430
09/06/2016
Purchase of Common Stock
100
5.6390
09/06/2016
Purchase of Common Stock
100
5.6642
09/02/2016
Purchase of Common Stock
100
5.6641
09/02/2016
Purchase of Common Stock
749
5.6641
09/02/2016
Purchase of Common Stock
839
5.6625
09/02/2016
Purchase of Common Stock
155
5.6633
09/02/2016
Purchase of Common Stock
13
5.5562
08/16/2016
Purchase of Common Stock
200
5.5513
08/16/2016
Purchase of Common Stock
100
5.5513
08/16/2016
Purchase of Common Stock
100
5.5513
08/16/2016
Purchase of Common Stock
100
5.5513
08/16/2016
Purchase of Common Stock
200
5.5513
08/16/2016
Purchase of Common Stock
100
5.5513
08/16/2016
Purchase of Common Stock
200
5.5513
08/16/2016
Purchase of Common Stock
100
5.5513
08/16/2016
Purchase of Common Stock
200
5.5513
08/16/2016
Purchase of Common Stock
100
5.5513
08/16/2016
Purchase of Common Stock
200
5.5513
08/16/2016
Purchase of Common Stock
1,000
5.5513
08/16/2016
Purchase of Common Stock
200
5.5513
08/16/2016
Purchase of Common Stock
100
5.5513
08/16/2016
Purchase of Common Stock
70
5.5513
08/16/2016
Purchase of Common Stock
1,251
5.5511
08/16/2016
Purchase of Common Stock
366
5.5412
08/16/2016
Purchase of Common Stock
900
5.5413
08/16/2016
Purchase of Common Stock
500
5.5403
08/16/2016
 
EX-99.1 2 ex991to13d09076006_09282016.htm JOINT FILING AGREEMENT, DATED SEPTEMBER 28, 2016 ex991to13d09076006_09292016.htm
Exhibit 99.1
 
JOINT FILING AGREEMENT
 
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of common stock, $0.10 par value per share, of CDI Corp., a Pennsylvania corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
 
Dated:  September 28, 2016
 
 
BLR Partners LP
   
 
By:
BLRPart, LP
General Partner
     
 
By:
BLRGP Inc.
General Partner
     
 
By:
/s/ Bradley L. Radoff
   
Name:
Bradley L. Radoff
   
Title:
Sole Director

 
BLRPart, LP
   
 
By:
BLRGP Inc.
General Partner
     
 
By:
/s/ Bradley L. Radoff
   
Name:
Bradley L. Radoff
   
Title:
Sole Director

 
BLRGP Inc.
   
 
By:
/s/ Bradley L. Radoff
   
Name:
Bradley L. Radoff
   
Title:
Sole Director

 
Fondren Management, LP
   
 
By:
FMLP Inc.
General Partner
     
 
By:
/s/ Bradley L. Radoff
   
Name:
Bradley L. Radoff
   
Title:
Sole Director
 
 
 

 
 
 
FMLP Inc.
   
 
By:
/s/ Bradley L. Radoff
   
Name:
Bradley L. Radoff
   
Title:
Sole Director
 
   
 
/s/ Bradley L. Radoff
 
Bradley L. Radoff
 
   
 
/s/ Joshua E. Schechter
 
Joshua E. Schechter