UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No 3.)
| Select Interior Concepts, Inc. |
| (Name of Issuer) |
| Common Stock, $.01 par value |
| (Title of Class of Securities) |
| 816120307 |
| (CUSIP Number) |
|
ADW Capital Management, LLC 1133 Broadway Suite 719 New York, NY 10010 (646) 684 4086 |
| (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
|
April 9, 2019 |
| (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(b) 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).
SCHEDULE 13D
| CUSIP No. | 816120307 |
| 1 |
NAMES OF REPORTING PERSONS ADW Capital Partners, L.P. | ||
| 27-3514468 | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
|
(a) ☐ (b) ☒ | |||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS (See Instructions) | ||
| WC | |||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) | ||
| ☐ | |||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
| Delaware, United States of America | |||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER | |
| 8 | SHARED VOTING POWER | ||
| 2,514,900 | |||
| 9 | SOLE DISPOSITIVE POWER | ||
| 10 | SHARED DISPOSITIVE POWER | ||
| 2,514,900 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
| 2,514,900 | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | ||
| ☐ | |||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||
| 9.73%* | |||
| 14 | TYPE OF REPORTING PERSON (See Instructions) | ||
| PN | |||
*Based upon 25,839,670 shares of common stock outstanding as of March 11, 2019, as disclosed in its Form 10-Q that was filed on March 15, 2019, by the Issuer with the Securities and Exchange Commission.
Page 2
SCHEDULE 13D
| CUSIP No. | 816120307 |
| 1 |
NAMES OF REPORTING PERSONS Adam D. Wyden | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
|
(a) ☐ (b) ☒ | |||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS (See Instructions) | ||
| OO | |||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) | ||
| ☐ | |||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
| New York, United States of America | |||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER | |
| 8 | SHARED VOTING POWER | ||
| 2,514,900 | |||
| 9 | SOLE DISPOSITIVE POWER | ||
| 10 | SHARED DISPOSITIVE POWER | ||
| 2,514,900 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
| 2,514,900 | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | ||
| ☐ | |||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||
| 9.73%* | |||
| 14 | TYPE OF REPORTING PERSON (See Instructions) | ||
| HC, IN | |||
*Based upon 25,839,670 shares of common stock outstanding as of March 11, 2019, as disclosed in its Form 10-Q that was filed on March 15, 2019, by the Issuer with the Securities and Exchange Commission.
Page 3
SCHEDULE 13D
| CUSIP No. | 816120307 |
| 1 |
NAMES OF REPORTING PERSONS ADW Capital Management, LLC | ||
| 47-1516657 | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
|
(a) ☐ (b) ☒ | |||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS (See Instructions) | ||
| WC | |||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) | ||
| ☐ | |||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
| Delaware, United States of America | |||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER | |
| 8 | SHARED VOTING POWER | ||
| 2,514,900 | |||
| 9 | SOLE DISPOSITIVE POWER | ||
| 10 | SHARED DISPOSITIVE POWER | ||
| 2,514,900 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
| 2,514,900 | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | ||
| ☐ | |||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||
| 9.73%* | |||
| 14 | TYPE OF REPORTING PERSON (See Instructions) | ||
| HC, IA | |||
*Based upon 25,839,670 shares of common stock outstanding as of March 11, 2019, as disclosed in its Form 10-Q that was filed on March 15, 2019, by the Issuer with the Securities and Exchange Commission.
Page 4
This statement relates to the common stock, par value $0.01 per share (the “Shares”), of Select Interior Concepts, Inc. a Delaware corporation (the “Issuer”), beneficially owned by the Reporting Persons as of April 9, 2019, and amends and supplements the Schedule 13D, as previously amended on March 22, 2019 and on April 8, 2019 (as amended, the “Schedule 13D”). Except as set forth herein, the Schedule 13D is unmodified.
| Item 4. | Purpose of Transaction |
Item 4 of the Schedule 13D has been replaced in its entirety with the following:
The purpose for which the Shares were acquired by the Reporting Persons was for investment. Depending upon market conditions and other factors that they may deem material, the Reporting Persons may purchase additional shares and/or related securities or may dispose of all or a portion of the Shares or related securities that they now beneficially own or may hereafter acquire and/or may enter into transactions that increase or hedge its economic exposure to the Shares without affecting their beneficial ownership.
On April 5, 2019, the Issuer filed a definitive proxy statement for its annual meeting of stockholders to be held on May 15, 2019, for the election of the directors, the approval of the Issuer’s incentive plan, and the ratification of the appointment of its independent registered public accounting firm for the year ending December 31, 2019.
On April 7, 2019, ADW Capital Partners, L.P. issued a press release transmitting a letter to the board of director and management of the Issuer demanding public strategic alternatives process, announcing its own public investor meeting to discuss the mismanagement of the Issuer and encouraging all investors to refrain from voting their shares at the annual meeting to deny quorum. A copy of the press release is filed herewith as an exhibit and incorporated herein by reference, and any descriptions herein of the press release are qualified in their entirety by reference to the press release filed herewith.
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, communications with management and the Board of the Issuer regarding, among other things, the strategic direction and capital allocation of the Issuer, engaging in discussions with third parties, including other stockholders of the Issuer, about the Issuer and the Reporting Persons’ investment, making proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure (including seeking board representation) 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. Such plans or proposals may include one or more plans that relate to or would result in any of the actions set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D; provided that the Reporting Persons do not have the intent to, nor are they reserving the right to, engage in a control transaction or any contested solicitation for the election of directors.
Page 5
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
The information set forth above in Item 4 is incorporated herein by reference.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
ADW Capital Partners, L.P.
By: ADW Capital Management, LLC Its: General Partner
| ||
| Signature: | /s/ Adam D. Wyden | |
| Name: | Adam D. Wyden | |
| Title: | Sole Manager | |
| ADW Capital Management, LLC | ||
| By: | /s/ Adam D. Wyden | |
| Name: | Adam D. Wyden | |
| Title: | Sole Manager | |
| Adam D. Wyden | |
| /s/ Adam D. Wyden |
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).
Page 6
JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(f)(1)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that it knows or has reason to believe that such information is inaccurate.
| Dated, April 9, 2019 | ||
|
ADW Capital Partners, L.P.
By: ADW Capital Management Its: General Partner
| ||
| Signature: | /s/ Adam D. Wyden | |
| Name: | Adam D. Wyden | |
| Title: | Sole Manager | |
| ADW Capital Management, LLC | ||
| By: | /s/ Adam D. Wyden | |
| Name: | Adam D. Wyden | |
| Title: | Sole Manager | |
| Adam D. Wyden | |
| /s/ Adam D. Wyden |