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*
Eberwein Jeffrey E.

(Last) (First) (Middle)
53 FOREST AVENUE, 1ST FLOOR

(Street)
OLD GREENWICH CT 06870

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Superior Drilling Products, Inc. [ SDPI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/22/2016
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) 03/22/2016 P 10,000 A $1.5083(4) 135,000 I By: Separately Managed Account(3)
Common Stock(1) 03/22/2016 P 179 A $1.51 135,179 I By: Separately Managed Account(3)
Common Stock(1) 03/23/2016 P 1,100 A $1.4982(5) 136,279 I By: Separately Managed Account(3)
Common Stock(1) 03/24/2016 P 8,721 A $1.509(6) 145,000 I By: Separately Managed Account(3)
Common Stock(1) 1,705,000 I By: Lone Star Value Investors, LP(2)
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*
Eberwein Jeffrey E.

(Last) (First) (Middle)
53 FOREST AVENUE, 1ST FLOOR

(Street)
OLD GREENWICH CT 06870

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Lone Star Value Investors LP

(Last) (First) (Middle)
53 FOREST AVENUE, 1ST FLOOR

(Street)
OLD GREENWICH CT 06870

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Lone Star Value Investors GP LLC

(Last) (First) (Middle)
53 FOREST AVENUE, 1ST FLOOR

(Street)
OLD GREENWICH CT 06870

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Lone Star Value Management LLC

(Last) (First) (Middle)
53 FOREST AVENUE, 1ST FLOOR

(Street)
OLD GREENWICH CT 06870

(City) (State) (Zip)
Explanation of Responses:
1. This Form 4 is filed jointly by Lone Star Value Investors, LP ("Lone Star Value Investors"), Lone Star Value Investors GP, LLC ("Lone Star Value GP"), Lone Star Value Management, LLC ("Lone Star Value Management") and Jeffrey E. Eberwein (collectively, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding shares of Common Stock. Each Reporting Person disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such shares of Common Stock for purposes of Section 16 or for any other purpose.
2. Securities owned directly by Lone Star Value Investors. Lone Star Value GP, as the general partner of Lone Star Value Investors, may be deemed the beneficial owner of the securities owned by Lone Star Value Investors. Lone Star Value Management, as the investment manager of Lone Star Value Investors, may be deemed the beneficial owner of the securities owned by Lone Star Value Investors. Mr. Eberwein, as the manager of Lone Star Value GP and sole member of Lone Star Value Management, may be deemed the beneficial owner of the securities owned by Lone Star Value Investors.
3. Securities held in an account separately managed by Lone Star Value Management ("Separately Managed Account I"). Lone Star Value Management, as the investment manager of Separately Managed Account I, may be deemed the beneficial owner of the securities held in Separately Managed Account I. Mr. Eberwein, as the sole member of Lone Star Value Management, may be deemed the beneficial owner of the securities held in Separately Managed Account I.
4. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $1.5000 to $1.5100. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in footnote 4 to this Form 4.
5. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $1.4900 to $1.5100. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in footnote 5 to this Form 4.
6. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $1.5000 to $1.5100. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in footnote 6 to this Form 4.
/s/ Jeffrey E. Eberwein 03/24/2016
Lone Star Value Investors, LP; By: Lone Star Value Investors GP, LLC; By: /s/ Jeffrey E. Eberwein, Authorized Signatory 03/24/2016
Lone Star Value Investors GP, LLC; By: /s/ Jeffrey E. Eberwein, Authorized Signatory 03/24/2016
Lone Star Value Management, LLC; By: /s/ Jeffrey E. Eberwein, Authorized Signatory 03/24/2016
** 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).
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