0000921895-16-005805.txt : 20161004 0000921895-16-005805.hdr.sgml : 20161004 20161004172521 ACCESSION NUMBER: 0000921895-16-005805 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20161004 DATE AS OF CHANGE: 20161004 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Superior Drilling Products, Inc. CENTRAL INDEX KEY: 0001600422 STANDARD INDUSTRIAL CLASSIFICATION: OIL & GAS FILED MACHINERY & EQUIPMENT [3533] IRS NUMBER: 464341605 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88173 FILM NUMBER: 161920220 BUSINESS ADDRESS: STREET 1: 1583 SOUTH 1700 EAST CITY: VERNAL STATE: UT ZIP: 84078 BUSINESS PHONE: 435-789-0594 MAIL ADDRESS: STREET 1: 1583 SOUTH 1700 EAST CITY: VERNAL STATE: UT ZIP: 84078 FORMER COMPANY: FORMER CONFORMED NAME: SD Co Inc DATE OF NAME CHANGE: 20140218 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Lone Star Value Management LLC CENTRAL INDEX KEY: 0001589350 IRS NUMBER: 462567817 STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 53 FOREST AVENUE, 1ST FLOOR CITY: OLD GREENWICH STATE: CT ZIP: 06870 BUSINESS PHONE: (203) 542-0235 MAIL ADDRESS: STREET 1: 53 FOREST AVENUE, 1ST FLOOR CITY: OLD GREENWICH STATE: CT ZIP: 06870 SC 13D/A 1 sc13da509482013_10042016.htm AMENDMENT NO. 5 TO THE SCHEDULE 13D sc13da509482013_10042016.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. 5)1

Superior Drilling Products, Inc.
(Name of Issuer)

Common Stock, par value $0.001 per share
(Title of Class of Securities)

868153107
(CUSIP Number)

JEFFREY E. EBERWEIN
LONE STAR VALUE MANAGEMENT, LLC
53 Forest Avenue, 1st Floor
Old Greenwich, Connecticut 06870
(203) 489-9500
 
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  30, 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. 868153107
 
1
NAME OF REPORTING PERSON
 
LONE STAR VALUE INVESTORS, LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) x
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
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
1,725,889
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
1,725,889
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,725,889
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.5%
14
TYPE OF REPORTING PERSON
 
PN

 
2
 
CUSIP NO. 868153107
 
1
NAME OF REPORTING PERSON
 
LONE STAR VALUE CO-INVEST I, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) x
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
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
250,000
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
250,000
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
250,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.4%
14
TYPE OF REPORTING PERSON
 
OO

 
3
 
CUSIP NO. 868153107
 
1
NAME OF REPORTING PERSON
 
LONE STAR VALUE INVESTORS GP, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) x
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
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
1,975,889
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
1,975,889
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,975,889
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
10.8%
14
TYPE OF REPORTING PERSON
 
OO

 
4
 
CUSIP NO. 868153107
 
1
NAME OF REPORTING PERSON
 
LONE STAR VALUE MANAGEMENT, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) x
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF, OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
CONNECTICUT
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
2,502,589
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
2,502,589
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,502,589
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
13.7%
14
TYPE OF REPORTING PERSON
 
OO

 
5
 
CUSIP NO. 868153107
 
1
NAME OF REPORTING PERSON
 
JEFFREY E. EBERWEIN
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) x
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
 
2,502,589
8
SHARED VOTING POWER
 
-0-
9
SOLE DISPOSITIVE POWER
 
2,502,589
10
SHARED DISPOSITIVE POWER
 
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,502,589
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
13.7%
14
TYPE OF REPORTING PERSON
 
IN

 
6
 
CUSIP NO. 868153107
 
The following constitutes Amendment No. 5 to the Schedule 13D filed by the undersigned (“Amendment No. 5”).  This Amendment No. 5 amends the Schedule 13D as specifically set forth herein.
 
Item 2
Identity and Background
 
Item 2 is hereby amended and restated to read as follows:
 
 
(a)
This statement is filed by:
 
 
(i)
Lone Star Value Investors, LP, a Delaware limited partnership (“Lone Star Value Investors”);
 
 
(ii)
Lone Star Value Co-Invest I, LP, a Delaware limited partnership (“Lone Star Value Co-Invest I”);
 
 
(iii)
Lone Star Value Investors GP, LLC, a Delaware limited liability company (“Lone Star Value GP”), which serves as the general partner of Lone Star Value Investors and Lone Star Value Co-Invest I;
 
 
(iv)
Lone Star Value Management, LLC, a Connecticut limited liability company (“Lone Star Value Management”), which serves as the investment manager of Lone Star Value Investors, Lone Star Value Co-Invest I; and a certain managed account (the “Separately Managed Account I”); and
 
 
(v)
Jeffrey E. Eberwein, who serves as the manager of Lone Star Value GP and sole member of Lone Star Value Management.
 
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 the Reporting Persons is 53 Forest Avenue, 1st Floor, Old Greenwich, Connecticut 06870.
 
(c)           The principal business of each of Lone Star Value Investors and Lone Star Value Co-Invest I is investing in securities. The principal business of Lone Star Value GP is serving as the general partner of each of Lone Star Value Investors and Lone Star Value Co-Invest I. The principal business of Lone Star Value Management is serving as the investment manager of Lone Star Value Investors, Lone Star Value Co-Invest I, and Separately Managed Account I. The principal occupation of Mr. Eberwein is serving as the manager of Lone Star Value GP and the sole member of Lone Star Value Management.
 
(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)           Mr. Eberwein is a citizen of the United States of America.
 
 
7
 
CUSIP NO. 868153107
 
Item 3.
Source and Amount of Funds or Other Consideration.
 
Item 3 is hereby amended and restated to read as follows:
 
The Shares purchased by Lone Star Value Investors, Lone Star Co-Invest I and held in Separately Managed Account I 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, as set forth in Schedule A, which is incorporated by reference herein.  The aggregate purchase price of the 1,725,889 Shares beneficially owned by Lone Star Value Investors is approximately $3,750,923, including brokerage commissions. The aggregate purchase price of the 526,700 Shares held in Separately Managed Account I is approximately $807,458, including brokerage commissions.  The aggregate purchase price of the 250,000 Shares held in Lone Star Value Co-Invest I is approximately $252,500, including brokerage commissions
 
Item 5.
Interest in Securities of the Issuer.
 
Items 5(a) – (c) are hereby amended and restated to read as follows:
 
The aggregate percentage of Shares reported owned by each person named herein is based upon 18,211,631 Shares outstanding as of September 29, 2016, which is the total number of Shares reported outstanding in the Issuer’s Prospectus for Registration No. 333-212477, filed with the Securities and Exchange Commission on September 30, 2016.
 
A.
Lone Star Value Investors
 
 
(a)
As of the close of business on October 4, 2016, Lone Star Value Investors beneficially owned 1,725,889 Shares.
 
Percentage: Approximately 9.5%
 
 
(b)
1. Sole power to vote or direct vote: 1,725,889
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 1,725,889
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
Lone Star Value Investors has not entered into any transactions in the Shares during the past sixty days
 
B.
Lone Star Value Co-Invest I
 
 
(a)
As of the close of business on October 4, 2016, Lone Star Value Co-Invest I beneficially owned 250,000 Shares.
 
Percentage: Approximately 1.4%
 
 
(b)
1. Sole power to vote or direct vote: 250,000
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 250,000
 
4. Shared power to dispose or direct the disposition: 0
 
 
8
 
CUSIP NO. 868153107
 
 
(c)
The transactions in the Shares by Lone Star Value Co-Invest I during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
 
C.
Lone Star Value GP
 
 
(a)
Lone Star Value GP, as the general partner of Lone Star Value Investors and Lone Star Value Co-Invest I, may be deemed the beneficial owner of the (i) 1,725,889 Shares owned by Lone Star Value Investors and (ii) 250,000 Shares owned by Lone Star Value Co-Invest I.
 
Percentage: Approximately 10.8%
 
 
(b)
1. Sole power to vote or direct vote: 1,975,889
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 1,975,889
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
Lone Star Value GP has not entered into any transactions in the Shares during the past sixty days.  The transactions in the Shares on behalf of Lone Star Value Co-Invest I during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
 
D.
Lone Star Value Management
 
 
(a)
As of the close of business on October 4, 2016, 526,700 Shares were held in Separately Managed Account I. Lone Star Value Management, as the investment manager of Lone Star Value Investors, Lone Star Value Co-Invest I and Separately Managed Account I, may be deemed the beneficial owner of the (i) 1,725,889 Shares owned by Lone Star Value Investors, (ii) 250,000 Shares owned by Lone Star Value Co-Invest I and (ii) 526,700 Shares held in Separately Managed Account I.
 
Percentage: Approximately 13.7%
 
 
(b)
1. Sole power to vote or direct vote: 2,502,589
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 2,502,589
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
The transactions in the Shares by Lone Star Value Management through Separately Managed Account I and on behalf of Lone Star Value Co-Invest I during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
 
E.
Mr. Eberwein
 
 
(a)
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 (i) 1,725,889 Shares owned by Lone Star Value Investors, (ii) 250,000 Shares held in Lone Star Value Co-Invest I and (iii) 526,700 Shares held in Separately Managed Account I.
 
Percentage: Approximately 13.7%
 
 
9
 
CUSIP NO. 868153107
 
 
(b)
1. Sole power to vote or direct vote: 2,502,589
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 2,502,589
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
Mr. Eberwein has not entered into any transactions in the Shares during the past sixty days.  The transactions in the Shares on behalf of Lone Star Value Co-Invest I and Separately Managed Account I during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
 
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.
 
Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. 
 
Item 6 is hereby amended to add the following:
 
On October 3, 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 securities of the Issuer, to the extent required by applicable law.  A copy of this agreement is attached as exhibit 99.1 hereto and is incorporated herein by reference.
 
Item 7.
Material to be Filed as Exhibits.
 
Item 7 is hereby amended to add the follow exhibits:
 
99.1           Joint Filing Agreement, dated October 3, 2016
 
 
10
 
CUSIP NO. 868153107
 
SIGNATURES
 
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Dated:  October 4, 2016

 
 
Lone Star Value Investors, LP
   
 
By:
Lone Star Value Investors GP, LLC
General Partner
   
 
By:
/s/ Jeffrey E. Eberwein
   
Name:
Jeffrey E. Eberwein
   
Title:
Manager

 
Lone Star Value Co-Invest I, LP
 
By:
Lone Star Value Investors GP, LLC
General Partner
   
 
By:
/s/ Jeffrey E. Eberwein
   
Name:
Jeffrey E. Eberwein
   
Title:
Manager
       
       
 
Lone Star Value Investors GP, LLC
     
   
 
By:
/s/ Jeffrey E. Eberwein
   
Name:
Jeffrey E. Eberwein
   
Title:
Manager


 
Lone Star Value Management, LLC
     
   
 
By:
/s/ Jeffrey E. Eberwein
   
Name:
Jeffrey E. Eberwein
   
Title:
Sole Member


 
/s/ Jeffrey E. Eberwein
 
Jeffrey E. Eberwein

 
11
 
CUSIP NO. 868153107
 
SCHEDULE A
 
Transactions in the Shares During the Past Sixty Days
 
Shares of Common Stock
Purchased/(Sold)
Price Per
Share ($)
Date of
Purchase / Sale
 
LONE STAR VALUE CO-INVEST I, LP
 
250,000*
1.0000
09/30/2016
 
LONE STAR VALUE MANAGEMENT, LLC
(Through Separately Managed Account I)

500
1.4100
08/02/2016
2,138
1.3802
08/03/2016
10,496
1.3789
08/04/2016
3,901
1.3871
08/05/2016
4,258
1.3950
08/08/2016
6,976
1.4043
08/09/2016
2,527
1.4072
08/10/2016
1,230
1.4071
08/11/2016
6,108
1.3800
08/12/2016
1,700
1.1300
08/26/2016
250,000*
1.0000
09/30/2016
 
 
 
 
 
 
* Acquired pursuant to the Issuer’s underwritten registered offering of 5,000,000 shares of common stock at a price to the public of $1.00 per share. The offering is expected close on or about October 5, 2016, subject to satisfaction of customary closing conditions.
 

 
 EX-99.1 2 ex991to13da509482013_100416.htm JOINT FILING AGREEMENT ex991to13da509482013_100416.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, $.001 par value per share, of Superior Drilling Products, Inc., a Utah corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
 
Dated:  October 3, 2016
 
 
Lone Star Value Investors, LP
   
 
By:
Lone Star Value Investors GP, LLC
General Partner
   
 
By:
/s/ Jeffrey E. Eberwein
   
Name:
Jeffrey E. Eberwein
   
Title:
Manager


 
Lone Star Value Co-Invest I, LP
   
 
By:
Lone Star Value Investors GP, LLC
General Partner
   
 
By:
/s/ Jeffrey E. Eberwein
   
Name:
Jeffrey E. Eberwein
   
Title:
Manager


 
Lone Star Value Investors GP, LLC
     
   
 
By:
/s/ Jeffrey E. Eberwein
   
Name:
Jeffrey E. Eberwein
   
Title:
Manager


 
Lone Star Value Management, LLC
     
   
 
By:
/s/ Jeffrey E. Eberwein
   
Name:
Jeffrey E. Eberwein
   
Title:
Sole Member

 
 
/s/ Jeffrey E. Eberwein
 
JEFFREY E. EBERWEIN