Amended Statement of Beneficial Ownership (sc 13d/a)
April 29 2021 - 5:11PM
Edgar (US Regulatory)
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)1
Westwood Holdings Group, Inc.
(Name
of Issuer)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
961765104
(CUSIP Number)
James C. Pappas
JCP Investment
Management, LLC
1177 West Loop South, Suite 1320
Houston, TX 77027
(713) 333-5540
STEVE WOLOSKY
RYAN NEBEL
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)
April 27, 2021
(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).
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1
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NAME OF REPORTING PERSON
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JCP Investment Partnership, LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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TEXAS
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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412,925
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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- 0 -
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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412,925
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10
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SHARED DISPOSITIVE POWER
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- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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412,925
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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5.0%
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14
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TYPE OF REPORTING PERSON
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PN
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1
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NAME OF REPORTING PERSON
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JCP Asset Partnership VI, LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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TEXAS
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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430,214
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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- 0 -
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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430,214
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10
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SHARED DISPOSITIVE POWER
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- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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430,214
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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5.2%
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14
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TYPE OF REPORTING PERSON
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PN
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1
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NAME OF REPORTING PERSON
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JCP Investment Partners, LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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TEXAS
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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843,139
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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- 0 -
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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843,139
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10
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SHARED DISPOSITIVE POWER
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- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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843,139
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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10.2%
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14
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TYPE OF REPORTING PERSON
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PN
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1
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NAME OF REPORTING PERSON
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JCP Investment Holdings, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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TEXAS
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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843,139
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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- 0 -
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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843,139
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10
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SHARED DISPOSITIVE POWER
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- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
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843,139
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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10.2%
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14
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TYPE OF REPORTING PERSON
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OO
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1
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NAME OF REPORTING PERSON
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JCP Investment Management, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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AF, OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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TEXAS
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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860,416
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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- 0 -
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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860,416
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10
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SHARED DISPOSITIVE POWER
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- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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860,416
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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10.4%
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14
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TYPE OF REPORTING PERSON
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OO
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1
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NAME OF REPORTING PERSON
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James C. Pappas
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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AF
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5
|
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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USA
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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860,416
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OWNED BY
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8
|
|
SHARED VOTING POWER
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EACH
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|
|
|
|
REPORTING
|
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- 0 -
|
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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|
|
|
|
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|
|
|
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|
860,416
|
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|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
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- 0 -
|
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|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
860,416
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
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10.4%
|
|
|
14
|
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TYPE OF REPORTING PERSON
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IN
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The following constitutes Amendment
No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment No. 1 amends the Schedule 13D as specifically
set forth herein.
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Item 3.
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Source and Amount of Funds or Other Consideration.
|
Item 3 is hereby amended
and restated to read as follows:
The Shares purchased by JCP
Partnership and JCP Asset VI and held in the JCP Account were purchased with working capital (which may, at any given time, include margin
loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 412,925 Shares owned directly by
JCP Partnership is approximately $6,847,361, including brokerage commissions. The aggregate purchase price of the 430,214 Shares owned
directly by JCP Asset VI is approximately $7,134,064, including brokerage commissions. The aggregate purchase price of the 17,277 Shares
held in the JCP Account is approximately $286,506, including brokerage commissions.
|
Item 4.
|
Purpose of Transaction.
|
Item 4 is hereby amended and restated
to read as follows:
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. The Reporting Persons intend to
engage in communications with the Issuer’s Board of Directors (the “Board”) and management team regarding opportunities
to enhance stockholder value.
The Reporting Persons intend to
communicate with the Issuer’s management, Board and other interested parties, including potential acquirers, service providers and
financing sources, about a broad range of operational and strategic matters, and discuss with such persons a potential sale of the Issuer
or certain of its businesses or assets, in which the Reporting Persons may participate, as a means of enhancing stockholder value. The
Reporting Persons intend to consider, explore and/or develop plans and/or make proposals (whether preliminary or final) with respect to,
among other things, the Issuer's operations, management, Board structure (including Board composition), capital or corporate structure,
capital allocation policies, strategy and plans, and a potential strategic review or sale process involving the Issuer or certain of the
Issuer's businesses or assets, including transactions in which the Reporting Persons may seek to participate and potentially engage in,
whether independently or together with third parties.
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 and depending upon various factors,
including, without limitation, the Issuer’s financial position and strategic direction, overall market conditions, the outcome of
any discussions referenced above, other investment opportunities available to the Reporting Persons, and the availability of securities
of the Issuer at prices that would make the purchase or sale of such securities desirable, the Reporting Persons may endeavor to purchase
additional Shares, sell some or all of their Shares, or engage in short selling of or any hedging or similar transaction with respect
to the Shares. In addition, the Reporting Persons may, at any time and from time to time, (i) review or reconsider their position and/or
change their purpose and/or formulate plans or proposals with respect thereto and (ii) propose or consider one or more of the actions
described in subparagraphs (a) - (j) of Item 4 of Schedule 13D.
|
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 8,296,956 Shares outstanding as of April 23, 2021, 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 April 28, 2021.
|
(a)
|
As of the date hereof, JCP Partnership beneficially owned 412,925 Shares.
|
Percentage: Approximately
5.0%
|
(b)
|
1. Sole power to vote or direct vote: 412,925
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 412,925
4. Shared power to dispose or direct the disposition: 0
|
|
(a)
|
As of the date hereof, JCP Asset VI beneficially owned 430,214 Shares.
|
Percentage: Approximately
5.2%
|
(b)
|
1. Sole power to vote or direct vote: 430,214
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 430,214
4. Shared power to dispose or direct the disposition: 0
|
|
(a)
|
JCP Partners, as the general partner of JCP Partnership and JCP Asset VI, may be deemed the beneficial
owner of the (i) 412,925 Shares owned by JCP Partnership and (ii) 430,214 Shares owned by JCP Asset VI.
|
Percentage: Approximately
10.2%
|
(b)
|
1. Sole power to vote or direct vote: 843,139
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 843,139
4. Shared power to dispose or direct the disposition: 0
|
|
(a)
|
JCP Holdings, as the general partner of JCP Partners, may be deemed the beneficial owner of the (i) 412,925
Shares owned by JCP Partnership and (ii) 430,214 Shares owned by JCP Asset VI.
|
Percentage: Approximately
10.2%
|
(b)
|
1. Sole power to vote or direct vote: 843,139
2. Shared power to vote or direct vote: 0
s3. Sole power to dispose or direct the disposition: 843,139
4. Shared power to dispose or direct the disposition: 0
|
|
(a)
|
As of the date hereof, 17,277 Shares were held in the JCP Account. JCP Management, as the investment manager
of JCP Partnership, JCP Asset VI and the JCP Account, may be deemed the beneficial owner of the (i) 412,925 Shares owned by JCP Partnership,
(ii) 430,214 Shares owned by JCP Asset VI and (iii) 17,277 Shares held in the JCP Account.
|
Percentage: Approximately
10.4%
|
(b)
|
1. Sole power to vote or direct vote: 860,416
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 860,416
4. Shared power to dispose or direct the disposition: 0
|
|
(a)
|
Mr. Pappas, as the managing member of JCP Management and sole member of JCP Holdings, may be deemed the
beneficial owner of the (i) 412,925 Shares owned by JCP Partnership, (ii) 430,214 Shares owned by JCP Asset VI and (iii) 17,277 Shares
held in the JCP Account.
|
Percentage: Approximately
10.4%
|
(b)
|
1. Sole power to vote or direct vote: 860,416
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 860,416
4. Shared power to dispose or direct the disposition: 0
|
The filing of this Schedule
13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934,
as amended, the beneficial owners of any securities of the Issuer he or it does not directly own. Each of the Reporting Persons specifically
disclaims beneficial ownership of the securities reported herein that he or it does not directly own.
|
(c)
|
The transactions in the Shares by the Reporting Persons since the filing of the Schedule 13D are set forth
in Schedule A and are incorporated herein by reference. All of such transactions were effected in the open market unless otherwise noted
therein.
|
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: April 29, 2021
|
JCP Investment Partnership, LP
|
|
|
|
By:
|
JCP Investment Management, LLC
Investment Manager
|
|
|
|
By:
|
/s/ James C. Pappas
|
|
|
Name:
|
James C. Pappas
|
|
|
Title:
|
Managing Member
|
|
JCP Asset Partnership VI, LP
|
|
|
|
By:
|
JCP Investment Management, LLC
Investment Manager
|
|
|
|
By:
|
/s/ James C. Pappas
|
|
|
Name:
|
James C. Pappas
|
|
|
Title:
|
Managing Member
|
|
JCP Investment Partners, LP
|
|
|
|
By:
|
JCP Investment Holdings, LLC
General Partner
|
|
|
|
By:
|
/s/ James C. Pappas
|
|
|
Name:
|
James C. Pappas
|
|
|
Title:
|
Sole Member
|
|
JCP Investment Holdings, LLC
|
|
|
|
By:
|
/s/ James C. Pappas
|
|
|
Name:
|
James C. Pappas
|
|
|
Title:
|
Sole Member
|
|
JCP Investment Management, LLC
|
|
|
|
By:
|
/s/ James C. Pappas
|
|
|
Name:
|
James C. Pappas
|
|
|
Title:
|
Managing Member
|
|
/s/ James C. Pappas
|
|
James C. Pappas
|
SCHEDULE A
Transactions in the Shares Since the Filing of Amendment
No. 1 to the Schedule 13D
Shares of Common
Stock Purchased
|
Price Per
Share($)
|
Date of
Purchase
|
JCP
Investment Partnership, LP
7,580
|
16.5474
|
04/16/2021
|
1,130
|
16.6666
|
04/19/2021
|
11,497
|
16.4769
|
04/20/2021
|
3,005
|
16.8790
|
04/21/2021
|
6,793
|
16.4482
|
04/22/2021
|
4,125
|
16.4423
|
04/23/2021
|
2,437
|
16.6323
|
04/26/2021
|
10,144
|
16.8268
|
04/27/2021
|
12,155
|
16.9104
|
04/28/2021
|
11,995
|
17.8927
|
04/29/2021
|
JCP
Asset Partnership VI, LP
7,900
|
16.5474
|
04/16/2021
|
1,178
|
16.6666
|
04/19/2021
|
11,983
|
16.4769
|
04/20/2021
|
3,132
|
16.8790
|
04/21/2021
|
7,081
|
16.4482
|
04/22/2021
|
4,298
|
16.4423
|
04/23/2021
|
2,541
|
16.6323
|
04/26/2021
|
10,570
|
16.8268
|
04/27/2021
|
12,667
|
16.9104
|
04/28/2021
|
12,500
|
17.8927
|
04/29/2021
|
JCP
Investment Management, LLC
(Through the JCP Account)
320
|
16.5474
|
04/16/2021
|
48
|
16.6666
|
04/19/2021
|
486
|
16.4769
|
04/20/2021
|
127
|
16.8790
|
04/21/2021
|
287
|
16.4482
|
04/22/2021
|
173
|
16.4423
|
04/23/2021
|
103
|
16.6323
|
04/26/2021
|
426
|
16.8268
|
04/27/2021
|
512
|
16.9104
|
04/28/2021
|
505
|
17.8927
|
04/29/2021
|
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