FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Lone Star Value Management LLC

2. Date of Event Requiring Statement (MM/DD/YYYY)
1/27/2017 

3. Issuer Name and Ticker or Trading Symbol

Superior Drilling Products, Inc. [SDPI]

(Last)        (First)        (Middle)

53 FOREST AVENUE, 1ST FLOOR

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            ___ X ___ 10% Owner
_____ Officer (give title below)          _____ Other (specify below)

(Street)

OLD GREENWICH, CT 06870       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock   (1) 2212739   I   By: Lone Star Value Investors, LP   (2)
Common Stock   (1) 200000   I   By: Lone Star Value Co-Invest I, LP   (3)
Common Stock   (1) 266740   I   By: Separately Managed Account   (4)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  This Form 3 is filed jointly by Lone Star Value Investors, LP ("Lone Star Value Investors"), Lone Star Value Co-Invest I, LP ("Lone Star Value Co-Invest"), 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 owned directly by Lone Star Value Co-Invest. Lone Star Value GP, as the general partner of Lone Star Value Co-Invest, may be deemed the beneficial owner of the securities owned by Lone Star Value Co-Invest. Lone Star Value Management, as the investment manager of Lone Star Value Co-Invest, may be deemed the beneficial owner of the securities owned by Lone Star Value Co-Invest. Mr. Eberwein, as the sole investor and sole owner of Lone Star Value Co-Invest, 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 Co-Invest.
( 4)  Securities held in an account separately managed by Lone Star Value Management (the "Separately Managed Account"). Lone Star Value Management, as the investment manager of the Separately Managed Account, may be deemed the beneficial owner of the securities held in the Separately Managed Account. Mr. Eberwein, as the sole member of Lone Star Value Management, may be deemed the beneficial owner of the securities held in the Separately Managed Account.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Lone Star Value Management LLC
53 FOREST AVENUE, 1ST FLOOR
OLD GREENWICH, CT 06870

X

Lone Star Value Investors LP
53 FOREST AVENUE, 1ST FLOOR
OLD GREENWICH, CT 06870



See Footnote 1
Lone Star Value Co-Invest I, LP
53 FOREST AVENUE, 1ST FLOOR
OLD GREENWICH, CT 06870



See Footnote 1
Lone Star Value Investors GP LLC
53 FOREST AVENUE, 1ST FLOOR
OLD GREENWICH, CT 06870

X

Eberwein Jeffrey E.
53 FOREST AVENUE, 1ST FLOOR
OLD GREENWICH, CT 06870

X


Signatures
Lone Star Value Management, LLC; By: /s/ Jeffrey E. Eberwein, Authorized Signatory 2/3/2017
** Signature of Reporting Person Date

Lone Star Value Investors, LP; By: Lone Star Value Investors GP, LLC; By: /s/ Jeffrey E. Eberwein, Authorized Signatory 2/3/2017
** Signature of Reporting Person Date

Lone Star Value Co-Invest I, LP; By: /s/ Lone Star Value Investors GP, LLC; By: /s/ Jeffrey E. Eberwein, Authorized Signatory 2/3/2017
** Signature of Reporting Person Date

Lone Star Value Investors GP, LLC; By: /s/ Jeffrey E. Eberwein, Authorized Signatory 2/3/2017
** Signature of Reporting Person Date

/s/ Jeffrey E. Eberwein 2/3/2017
** 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 5(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 control number.
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