Statement of Changes in Beneficial Ownership (4)
May 03 2021 - 4:47PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN 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
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1. Name and Address of Reporting Person
*
JCP Investment Management, LLC |
2. Issuer Name and Ticker or Trading Symbol
WESTWOOD HOLDINGS GROUP INC
[
WHG
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
1177 WEST LOOP SOUTH, SUITE 1320 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
4/29/2021 |
(Street)
HOUSTON, TX 77027
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock, $0.01 par value (1) | 4/29/2021 | | P | | 11995 | A | $17.8927 | 412925 | I | By: JCP Investment Partnership, LP (2) |
Common Stock, $0.01 par value (1) | 4/29/2021 | | P | | 12500 | A | $17.8927 | 430214 | I | By: JCP Asset Partnership VI, LP (3) |
Common Stock, $0.01 par value (1) | 4/29/2021 | | P | | 505 | A | $17.8927 | 17277 | I | By: Managed Account of JCP Investment Management, LLC (4) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
Explanation of Responses: |
(1) | This Form 4 is filed jointly by JCP Investment Partnership, LP ("JCP Partnership"), JCP Asset Partnership VI, LP ("JCP Partnership VI"), JCP Investment Partners, LP ("JCP Partners"), JCP Investment Holdings, LLC ("JCP Holdings"), JCP Investment Management, LLC ("JCP Management") and James C. Pappas (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 of the Reporting Persons disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of his or its pecuniary interest therein. |
(2) | Represents shares of Common Stock owned directly by JCP Partnership. JCP Partners, as the general partner of JCP Partnership, may be deemed to beneficially own the shares of Common Stock owned directly by JCP Partnership. JCP Holdings, as the general partner of JCP Partners, may be deemed to beneficially own the shares of Common Stock owned directly by JCP Partnership. JCP Management, as the investment manager of JCP Partnership, may be deemed to beneficially own the shares of Common Stock owned directly by JCP Partnership. Mr. Pappas, as the managing member of JCP Management and the sole member of JCP Holdings, may be deemed to beneficially own the shares of Common Stock owned directly by JCP Partnership. |
(3) | Represents shares of Common Stock owned directly by JCP Partnership VI. JCP Partners, as the general partner of JCP Partnership VI, may be deemed to beneficially own the shares of Common Stock owned directly by JCP Partnership VI. JCP Holdings, as the general partner of JCP Partners, may be deemed to beneficially own the shares of Common Stock owned directly by JCP Partnership VI. JCP Management, as the investment manager of JCP Partnership VI, may be deemed to beneficially own the shares of Common Stock owned directly by JCP Partnership VI. Mr. Pappas, as the managing member of JCP Management and the sole member of JCP Holdings, may be deemed to beneficially own the shares of Common Stock owned directly by JCP Partnership VI. |
(4) | Represents shares of Common Stock held in a certain account managed by JCP Management (the "JCP Account"). JCP Management, as the investment manager of the JCP Account, may be deemed to beneficially own the shares of Common Stock held in the JCP Account. Mr. Pappas, as the managing member of JCP Management, may be deemed to beneficially own the shares of Common Stock held in the JCP Account. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
JCP Investment Management, LLC 1177 WEST LOOP SOUTH SUITE 1320 HOUSTON, TX 77027 |
| X |
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JCP Investment Partnership, LP 1177 WEST LOOP SOUTH SUITE 1320 HOUSTON, TX 77027 |
| X |
| See Footnote 1 |
JCP Asset Partnership VI, LP 1177 WEST LOOP SOUTH SUITE 1320 HOUSTON, TX 77027 |
| X |
| See Footnote 1 |
JCP Investment Partners, LP 1177 WEST LOOP SOUTH SUITE 1320 HOUSTON, TX 77027 |
| X |
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JCP Investment Holdings, LLC 1177 WEST LOOP SOUTH SUITE 1320 HOUSTON, TX 77027 |
| X |
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Pappas James C 1177 WEST LOOP SOUTH SUITE 1320 HOUSTON, TX 77027 |
| X |
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Signatures
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JCP Investment Management, LLC, By: /s/ James C. Pappas, Managing Member | | 5/3/2021 |
**Signature of Reporting Person | Date |
JCP Investment Partnership, LP, By: JCP Investment Management, LLC, Investment Manager, By: /s/ James C. Pappas, Managing Member | | 5/3/2021 |
**Signature of Reporting Person | Date |
JCP Asset Partnership VI, LP, By: JCP Investment Management, LLC, Investment Manager, By: /s/ James C. Pappas, Managing Member | | 5/3/2021 |
**Signature of Reporting Person | Date |
JCP Investment Partners, LP, By: JCP Investment Holdings, LLC, General Partner, By: /s/ James C. Pappas, Sole Member | | 5/3/2021 |
**Signature of Reporting Person | Date |
JCP Investment Holdings, LLC, By: /s/ James C. Pappas, Sole Member | | 5/3/2021 |
**Signature of Reporting Person | Date |
/s/ James C. Pappas | | 5/3/2021 |
**Signature of Reporting Person | Date |
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