Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:**
The information required in 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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CUSIP No. 140501107
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Page
2
of 13 Pages
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1
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|
N
AME
OF
R
EPORTING
P
ERSONS
.
I.R.S. I
DENTIFICATION
N
OS
.
OF
ABOVE
PERSONS
(
ENTITIES
ONLY
).
Moab Capital Partners, LLC
20-4093001
|
|
2
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|
C
HECK
THE
A
PPROPRIATE
B
OX
IF
A
M
EMBER
OF
A
G
ROUP
(S
EE
I
NSTRUCTIONS
)
(
A
) ☐ (
B
) ☐
|
|
3
|
|
SEC U
SE
O
NLY
|
|
4
|
|
C
ITIZENSHIP
OR
P
LACE
OF
O
RGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
S
OLE
V
OTING
P
OWER
1,480,237
|
|
|
6
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|
S
HARED
V
OTING
P
OWER
0
|
|
|
7
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|
S
OLE
D
ISPOSITIVE
P
OWER
1,480,237
|
|
|
8
|
|
S
HARED
D
ISPOSITIVE
P
OWER
0
|
|
9
|
|
A
GGREGATE
A
MOUNT
B
ENEFICIALLY
O
WNED
BY
E
ACH
R
EPORTING
P
ERSON
1,480,237
|
|
10
|
|
C
HECK
IF
THE
A
GGREGATE
A
MOUNT
IN
R
OW
(9) E
XCLUDES
C
ERTAIN
S
HARES
(S
EE
I
NSTRUCTIONS
)
☐
|
|
11
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|
P
ERCENT
OF
C
LASS
R
EPRESENTED
BY
A
MOUNT
IN
R
OW
(9)
9.14%
|
|
12
|
|
T
YPE
OF
R
EPORTING
P
ERSON
(S
EE
I
NSTRUCTIONS
)
IA
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CUSIP No. 140501107
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Page
3
of 13 Pages
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1
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N
AME
OF
R
EPORTING
P
ERSONS
.
I.R.S. I
DENTIFICATION
N
OS
.
OF
ABOVE
PERSONS
(
ENTITIES
ONLY
).
Moab Partners, L.P.
20-4092810
|
|
2
|
|
C
HECK
THE
A
PPROPRIATE
B
OX
IF
A
M
EMBER
OF
A
G
ROUP
(S
EE
I
NSTRUCTIONS
)
(
A
) ☐ (
B
) ☐
|
|
3
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SEC U
SE
O
NLY
|
|
4
|
|
C
ITIZENSHIP
OR
P
LACE
OF
O
RGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
S
OLE
V
OTING
P
OWER
1,480,237
|
|
|
6
|
|
S
HARED
V
OTING
P
OWER
0
|
|
|
7
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|
S
OLE
D
ISPOSITIVE
P
OWER
1,480,237
|
|
|
8
|
|
S
HARED
D
ISPOSITIVE
P
OWER
0
|
|
9
|
|
A
GGREGATE
A
MOUNT
B
ENEFICIALLY
O
WNED
BY
E
ACH
R
EPORTING
P
ERSON
1,480,237
|
|
10
|
|
C
HECK
IF
THE
A
GGREGATE
A
MOUNT
IN
R
OW
(9) E
XCLUDES
C
ERTAIN
S
HARES
(S
EE
I
NSTRUCTIONS
)
☐
|
|
11
|
|
P
ERCENT
OF
C
LASS
R
EPRESENTED
BY
A
MOUNT
IN
R
OW
(9)
9.14%
|
|
12
|
|
T
YPE
OF
R
EPORTING
P
ERSON
(S
EE
I
NSTRUCTIONS
)
PN
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CUSIP No. 140501107
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Page
4
of 13 Pages
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1
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N
AME
OF
R
EPORTING
P
ERSONS
.
I.R.S. I
DENTIFICATION
N
OS
.
OF
ABOVE
PERSONS
(
ENTITIES
ONLY
).
Michael M. Rothenberg
|
|
2
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|
C
HECK
THE
A
PPROPRIATE
B
OX
IF
A
M
EMBER
OF
A
G
ROUP
(S
EE
I
NSTRUCTIONS
)
(
A
) ☐ (
B
) ☐
|
|
3
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SEC U
SE
O
NLY
|
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4
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C
ITIZENSHIP
OR
P
LACE
OF
O
RGANIZATION
United States of America
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
S
OLE
V
OTING
P
OWER
1,572,259
|
|
|
6
|
|
S
HARED
V
OTING
P
OWER
0
|
|
|
7
|
|
S
OLE
D
ISPOSITIVE
P
OWER
1,572,259
|
|
|
8
|
|
S
HARED
D
ISPOSITIVE
P
OWER
0
|
|
9
|
|
A
GGREGATE
A
MOUNT
B
ENEFICIALLY
O
WNED
BY
E
ACH
R
EPORTING
P
ERSON
1,572,259
|
|
10
|
|
C
HECK
IF
THE
A
GGREGATE
A
MOUNT
IN
R
OW
(9) E
XCLUDES
C
ERTAIN
S
HARES
(S
EE
I
NSTRUCTIONS
)
☐
|
|
11
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P
ERCENT
OF
C
LASS
R
EPRESENTED
BY
A
MOUNT
IN
R
OW
(9)
9.71%
|
|
12
|
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T
YPE
OF
R
EPORTING
P
ERSON
(S
EE
I
NSTRUCTIONS
)
IN, HC
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CUSIP No. 140501107
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Page
5
of 13 Pages
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1
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N
AME
OF
R
EPORTING
P
ERSONS
.
I.R.S. I
DENTIFICATION
N
OS
.
OF
ABOVE
PERSONS
(
ENTITIES
ONLY
).
Moab Private Investments, L.P.
82-3787652
|
|
2
|
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C
HECK
THE
A
PPROPRIATE
B
OX
IF
A
M
EMBER
OF
A
G
ROUP
(S
EE
I
NSTRUCTIONS
)
(
A
) ☐ (
B
) ☐
|
|
3
|
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SEC U
SE
O
NLY
|
|
4
|
|
C
ITIZENSHIP
OR
P
LACE
OF
O
RGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
S
OLE
V
OTING
P
OWER
92,022
|
|
|
6
|
|
S
HARED
V
OTING
P
OWER
0
|
|
|
7
|
|
S
OLE
D
ISPOSITIVE
P
OWER
92,022
|
|
|
8
|
|
S
HARED
D
ISPOSITIVE
P
OWER
0
|
|
9
|
|
A
GGREGATE
A
MOUNT
B
ENEFICIALLY
O
WNED
BY
E
ACH
R
EPORTING
P
ERSON
92,022
|
|
10
|
|
C
HECK
IF
THE
A
GGREGATE
A
MOUNT
IN
R
OW
(9) E
XCLUDES
C
ERTAIN
S
HARES
(S
EE
I
NSTRUCTIONS
)
☐
|
|
11
|
|
P
ERCENT
OF
C
LASS
R
EPRESENTED
BY
A
MOUNT
IN
R
OW
(9)
Less than 1%
|
|
12
|
|
T
YPE
OF
R
EPORTING
P
ERSON
(S
EE
I
NSTRUCTIONS
)
IA
|
|
|
|
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CUSIP No. 140501107
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Page
6
of 13 Pages
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|
|
1
|
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N
AME
OF
R
EPORTING
P
ERSONS
.
I.R.S. I
DENTIFICATION
N
OS
.
OF
ABOVE
PERSONS
(
ENTITIES
ONLY
).
Moab PI GP, LLC
82-3819492
|
|
2
|
|
C
HECK
THE
A
PPROPRIATE
B
OX
IF
A
M
EMBER
OF
A
G
ROUP
(S
EE
I
NSTRUCTIONS
)
(
A
) ☐ (
B
) ☐
|
|
3
|
|
SEC U
SE
O
NLY
|
|
4
|
|
C
ITIZENSHIP
OR
P
LACE
OF
O
RGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
S
OLE
V
OTING
P
OWER
92,022
|
|
|
6
|
|
S
HARED
V
OTING
P
OWER
0
|
|
|
7
|
|
S
OLE
D
ISPOSITIVE
P
OWER
92,022
|
|
|
8
|
|
S
HARED
D
ISPOSITIVE
P
OWER
0
|
|
9
|
|
A
GGREGATE
A
MOUNT
B
ENEFICIALLY
O
WNED
BY
E
ACH
R
EPORTING
P
ERSON
92,022
|
|
10
|
|
C
HECK
IF
THE
A
GGREGATE
A
MOUNT
IN
R
OW
(9) E
XCLUDES
C
ERTAIN
S
HARES
(S
EE
I
NSTRUCTIONS
)
☐
|
|
11
|
|
P
ERCENT
OF
C
LASS
R
EPRESENTED
BY
A
MOUNT
IN
R
OW
(9)
Less than 1%
|
|
12
|
|
T
YPE
OF
R
EPORTING
P
ERSON
(S
EE
I
NSTRUCTIONS
)
HC
|
Capital Southwest Corp.
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(b)
|
Address of Issuer’s Principal Executive Offices
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5400 Lyndon B. Johnson Freeway, Suite
1300
Dallas, Texas 75230
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(a)
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Name of Person Filing
|
This Schedule 13G is being filed on behalf of Moab Capital Partners, LLC
(“Moab LLC”); Moab Private Investments, LP (“MPI”); Moab PI GP, LLC (“MPI GP”); Moab Partners, L.P. (“Moab LP”); and Mr. Michael M. Rothenberg (each, a “Reporting Person”).
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(b)
|
Address of Principal Business office or, if None, Residence
|
For each Reporting Person,
152 West 57th Street, 9th Floor New York, New York 10019
Moab LLC is a Delaware limited liability company
MPI is a Delaware limited partnership
MPI GP is a Delaware limited liability company
Moab LP is a Delaware limited partnership
Mr. Rothenberg is a United States citizen
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(d)
|
Title of Class of Securities
|
Common Stock, $0.25 par value
140501107
|
Item 3.
|
If this statement is filed pursuant to §§
240.13d-1(b),
or
240.13d-2(b)
or (c), check whether the person filing is a:
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(a)
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|
☐
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78c).
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(b)
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☐
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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☐
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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☐
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Investment company registered under section 8 of the Investment Company Act (15 U.S.C.
80a-8).
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(e)
|
|
☒
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An investment adviser in accordance with §
240.13d-1(b)(1)(ii)(E).*
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(f)
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☐
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An employee benefit plan or endowment fund in accordance with §
240.13d-1(b)(ii)(F).
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(g)
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☒
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A parent holding company or control person in accordance with §
240.13d-1(b)(1)(ii)(G).**
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(h)
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☐
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
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(i)
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|
☐
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.
80a-3).
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(j)
|
|
☐
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Group in accordance with §
240.13d-1(b)(ii)(J).
|
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*
|
Moab LLC and MPI are investment advisers in accordance with §
240.13d-1(b)(1)(ii)(E).
|
|
**
|
Mr. Rothenberg is a control person of Moab LLC in accordance with
§240.13d-1(b)(1)(ii)(G).
Mr. Rothenberg and MPI GP are control persons of MPI in accordance with
§240.13d-1(b)(1)(ii)(G).
|
For Mr. Rothenberg:
(a) Amount beneficially owned:
1,572,259
(b) Percent of class: 9.71%*
(c)
Number of shares to which the Mr. Rothenberg has:
(i) Sole power to vote or to direct the vote:
1,572,259
(ii) Shared power to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of:
1,572,259
(iv) Shared power to dispose or to direct the disposition of: 0
For each of Moab LLC and Moab LP:
(a) Amount beneficially owned:
1,480,237
(b) Percent of class: 9.14%*
(c)
Number of shares to which Moab LLC and Moab LP have:
(i) Sole power to vote or to direct the vote:
1,480,237
(ii) Shared power to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of:
1,480,237
(iv) Shared power to dispose or to direct the disposition of: 0
For MPI and MPI GP:
(a) Amount
beneficially owned:
92,022
(b) Percent of class: Less than 1%*
(c) Number of shares to which MPI and MPI GP have:
(i) Sole power to vote or to direct the vote:
92,022
(ii) Shared power to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of:
92,022
(iv) Shared power to dispose or to direct the disposition of: 0
|
*
|
The Company’s quarterly report filed on February 6, 2018 indicated that the total number of shares of Common Stock outstanding was 16,186,941 as of February 2, 2018.
|
Moab LP is managed by Moab LLC on a discretionary basis. Moab LLC, in its capacity as investment adviser to Moab LP, may be deemed to be the
beneficial owner of the securities owned by Moab LP, as in its capacity as investment adviser it has the power to dispose of, direct the disposition of, and vote such securities.
A separately managed account is managed by MPI on a discretionary basis. MPI GP is the general partner of MPI. By virtue of these
relationships, each of MPI and MPI GP may be deemed to be the beneficial owner of the securities owned by such account, as in such capacities, MPI and MPI GP have the power to dispose of, direct the disposition of, and vote such securities.
Michael M. Rothenberg is an owner and a Managing Member of Moab LLC and MPI GP. As a control person of Moab LLC, MPI and MPI GP,
Mr. Rothenberg may be deemed to beneficially own the securities owned by Moab LP and the separately managed account. Pursuant to Rule
13d-4,
Michael M. Rothenberg, Moab LLC, MPI GP and MPI each disclaim
beneficial ownership of the securities owned by Moab LP and the separately managed account.
|
Item 5.
|
Ownership of Five Percent or Less of a Class.
|
If this statement is being filed to report the
fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class securities, check the following ☐
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person.
|
See Item 4 above.
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
|
N/A
|
Item 8.
|
Identification and Classification of Members of the Group.
|
N/A
|
Item 9.
|
Notice of Dissolution of Group.
|
N/A
By signing below, I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the purpose or with the effect of changing or influencing the control of the issuer and were not acquired and are not held in connection with or as a participant in any transaction
having that purpose or effect.
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.
Date: February 12, 2018
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Moab Partners, L.P.
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By: Moab GP, LLC,
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its General Partner
|
|
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By: Moab Capital Partners, LLC,
its
Managing Member
|
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|
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By:
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/s/ Michael M. Rothenberg
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Michael M. Rothenberg, Managing Director
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Moab Private Investments, L.P.
|
|
|
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By: Moab PI GP, LLC,
its General
Partner
|
|
|
|
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By:
|
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/s/ Michael M. Rothenberg
|
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Michael M. Rothenberg, Managing Member
|
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Moab PI GP, LLC
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By:
|
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/s/ Michael M. Rothenberg
|
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Michael M. Rothenberg, Managing Member
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Moab Capital Partners, LLC
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|
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By:
|
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/s/ Michael M. Rothenberg
|
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Michael M. Rothenberg, Managing Director
|
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|
|
/s/ Michael M. Rothenberg
|
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Michael M. Rothenberg
|