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 Sections
240.13d-1(e),
(f) or (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
Section 240.13d-7
for other parties to whom copies are to be sent.
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
|
|
|
|
|
|
|
1
|
|
NAME OF
REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Reid
Walker
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ☐ (b) ☐
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS
PF
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e) ☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
1,200,000
|
|
8
|
|
SHARED VOTING POWER
0
|
|
9
|
|
SOLE DISPOSITIVE POWER
1,200,000
|
|
10
|
|
SHARED DISPOSITIVE POWER
0
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,200,000
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES ☐
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
4.9%
|
14
|
|
TYPE OF REPORTING PERSON
IN
|
AMENDMENT NO. 4
TO STATEMENT ON SCHEDULE 13D
Filed Pursuant to Rule
13d-1(a)
ITEM 1.
|
Security and Issuer
.
|
This Amendment No. 4 to Statement on Schedule 13D
(this Amended Schedule 13D) relates to the common stock, par value $0.001 per share (the Common Stock), of Superior Drilling Products, Inc., a Utah corporation (the Issuer), and is being filed by Reid Walker, a
resident of the State of Texas (the Reporting Person). The Issuers principal executive offices are located at 1583 South 1700 East, Vernal UT 84078. This Amended Schedule 13D further amends and restates, in its entirety, the
Statement on Schedule 13D previously filed by the Reporting Person and Hard 4 Holdings, LLC, a Texas limited liability company controlled by the Reporting Person (H4H), on or about June 6, 2014, as previously amended on or about
January 2, 2015, as further amended on or about December 9, 2015, and as further amended October 12, 2016 (collectively, the Prior Filings).
This Amended Schedule 13D is being filed to reflect the expiration of the Warrant (as defined in the Prior Filings) unexercised, the transfer
of the shares previously held by H4H to the Reporting Person on or about June 13, 2018, the removal of H4H from this Amended Schedule 13D, and the date on which the ownership percentage of the Reporting Person in the Issuer fell to less than
five percent (5%).
ITEM 2.
|
Identity and Background
.
|
|
(a)
|
Name
. The name of the Reporting Person is Reid Walker.
|
|
(b)
|
Business Address
. The business address of the Reporting Person is 3953 Maple Avenue, Suite #150, Dallas Texas 75219.
|
|
(c)
|
Occupation and Employment
.
|
The Reporting Person is a private businessman.
(d) and (e)
|
Proceedings
. During the previous five (5) years, the Reporting Person has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) nor has the Reporting
Person been party to a civil proceeding of a judicial or administrative body of competent jurisdiction such that, as a result of such proceeding, the Reporting Person was or is subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activity subject to, federal or state securities laws or finding any violation with respect to such laws.
|
The Reporting Person is a citizen of the United States.
ITEM 3.
|
Source and Amount of Funds or Other Consideration
.
|
The Reporting Person acquired
an aggregate of 296,217 shares of Common Stock in the Issuers initial public offering and in open market transactions subsequent thereto, and the remaining 903,783 shares of Common Stock were acquired, by way of transfer, from H4H. H4H had
previously acquired
shares of Common Stock upon conversion of a convertible note issued by the Issuer, in open market purchases, as a liquidating distribution from an entity in which H4H was a member and in an
underwritten secondary public offering by the Issuer (Registration No.
333-212477). Reference
is made to the Prior Filings for a more detailed description of H4Hs acquisition of
the shares of Common Stock of the Issuer. None of such shares were acquired with borrowed funds and none are pledged as security against any borrowed funds.
ITEM 4.
|
Purpose of Transaction
.
|
The shares of Common Stock beneficially owned by the
Reporting Person were acquired for investment purposes. The Reporting Person continues to periodically review his investment in the Issuer and, based on a number of factors, including the Reporting Persons evaluation of the Issuers
business prospects and financial condition, the market for the Issuers shares, the working capital needs of the Issuer, general economic and stock market conditions and other investment opportunities, may acquire additional securities of the
Issuer or through open market or privately negotiated transactions (including additional registered or private offerings by the Issuer), or may dispose of the shares of Common Stock through open market or privately negotiated transactions, as
applicable.
The Reporting Person and representatives of the Issuer engage in discussions, from time to time, with respect to general
industry trends, proposed operational changes, strategic business transactions and other matters the Reporting Person believes will increase shareholder value.
Except as set for the above, the Reporting Person does not have any additional plans or proposals which would relate to or would result in:
|
|
|
the acquisition of additional securities of the Issuer or the disposition of securities of the Issuer, although the Reporting Person reserves the right to exercise the Warrant at any time, or acquire or dispose of
securities of the Issuer, from time to time, based on their evaluation of the Issuer and market conditions (as discussed above);
|
|
|
|
any extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
|
|
|
|
a sale or transfer of a material amount of the assets of the Issuer or any of its subsidiaries;
|
|
|
|
any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;
|
|
|
|
any material change in the present capitalization or dividend policy of the Issuer;
|
|
|
|
any other material change in the Issuers business or corporate structure, including, but not limited to, if the Issuer is a registered
closed-end
investment company, any
plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940;
|
|
|
|
changes in the Issuers charter, bylaws or instruments corresponding thereto or other actions which may impede acquisition of control of the Issuer by any person;
|
|
|
|
causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities
association;
|
|
|
|
a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or
|
|
|
|
any action similar to any of those enumerated above.
|
The Reporting Person reserves the right to determine in the future to change the purpose or
purposes described above, or engage in any of the activities set forth above.
ITEM 5.
|
Interests in Securities of the Issuer
.
|
|
(a)
|
Aggregate Number and Percentage of Securities
.
|
As of the date of this Amended
Schedule 13D, the Reporting Person beneficially owns an aggregate of 1,200,000 shares of Common Stock of the Issuer (representing approximately 4.9% of the Issuers Common Stock).
|
(b)
|
Power to Vote and Dispose
.
|
The Reporting Person has sole power to direct the
vote or disposition of the 1,200,000 shares of Common Stock reported herein.
|
(c)
|
Transactions Within the Past 60 Days
.
|
During the
60-day
period immediately preceding the filing date of this Amended Schedule 13D, H4H sold (disposed of) an aggregate of 100,000 shares of Common Stock, permitted the Warrant to expire unexercised, and
transferred all remaining shares held by H4H to the Reporting Person, each as more particularly set forth in the table below:
|
|
|
|
|
|
|
|
|
|
|
Date of
Disposition
|
|
Number of Shares of
Common Stock
Disposed
|
|
|
Price Per
Share
|
|
|
Type and Manner of
Acquisition
|
04/25/2018
|
|
|
15,697
|
|
|
$
|
1.92
|
|
|
Open Market Sale
|
04/26/2018
|
|
|
11,275
|
|
|
$
|
1.90
|
|
|
Open Market Sale
|
04/27/2018
|
|
|
14,029
|
|
|
$
|
1.90
|
|
|
Open Market Sale
|
04/30/2018
|
|
|
11,199
|
|
|
$
|
1.91
|
|
|
Open Market Sale
|
05/3/2018
|
|
|
1,301
|
|
|
$
|
1.90
|
|
|
Open Market Sale
|
05/4/2018
|
|
|
12,087
|
|
|
$
|
1.90
|
|
|
Open Market Sale
|
05/7/2018
|
|
|
7,108
|
|
|
$
|
1.90
|
|
|
Open Market Sale
|
05/9/2018
|
|
|
13,023
|
|
|
$
|
1.90
|
|
|
Open Market Sale
|
05/10/2018
|
|
|
350
|
|
|
$
|
1.99
|
|
|
Open Market Sale
|
05/10/2018
|
|
|
37
|
|
|
$
|
1.99
|
|
|
Open Market Sale
|
05/10/2018
|
|
|
100
|
|
|
$
|
1.99
|
|
|
Open Market Sale
|
05/10/2018
|
|
|
1,000
|
|
|
$
|
1.99
|
|
|
Open Market Sale
|
05/10/2018
|
|
|
100
|
|
|
$
|
1.99
|
|
|
Open Market Sale
|
05/10/2018
|
|
|
100
|
|
|
$
|
1.99
|
|
|
Open Market Sale
|
|
|
|
|
|
|
|
|
|
|
|
Date of
Disposition
|
|
Number of Shares of
Common Stock
Disposed
|
|
|
Price Per
Share
|
|
|
Type and Manner of
Acquisition
|
05/10/2018
|
|
|
1
|
|
|
$
|
1.99
|
|
|
Open Market Sale
|
05/10/2018
|
|
|
900
|
|
|
$
|
1.99
|
|
|
Open Market Sale
|
05/10/2018
|
|
|
200
|
|
|
$
|
1.99
|
|
|
Open Market Sale
|
05/10/2018
|
|
|
5
|
|
|
$
|
1.99
|
|
|
Open Market Sale
|
05/11/2018
|
|
|
3,166
|
|
|
$
|
1.99
|
|
|
Open Market Sale
|
05/11/2018
|
|
|
700
|
|
|
$
|
1.99
|
|
|
Open Market Sale
|
05/11/2018
|
|
|
2,500
|
|
|
$
|
1.99
|
|
|
Open Market Sale
|
05/11/2018
|
|
|
5,122
|
|
|
$
|
1.99
|
|
|
Open Market Sale
|
05/23/2018
|
|
|
357,143
|
|
|
$
|
0.00
|
|
|
Expiration of Warrant (See Prior Filings)
|
06/13/2018
|
|
|
903,782
|
|
|
$
|
0.00
|
|
|
Transfer (by distribution) to the Reporting Person
|
Except for the transactions reflected above, neither the Reporting Person nor H4H has effected any other
transactions in the Issuers securities, including its shares of Common Stock, within sixty (60) days preceding the date hereof.
In addition to the transactions reflected above, during the months of March, April, May, October, November and December 2017, H4H acquired and
disposed of shares in open market transactions. No amendments were made to the Prior Filings as such acquisitions or dispositions did not result in a material change in the information reflected in the Prior Filings.
|
(d)
|
Certain Rights of Other Persons
.
|
Not applicable.
|
(e)
|
Date Ceased to be a 5% Owner
|
May 23, 2018.
ITEM 6.
|
Contracts, Arrangements, or Understandings or Relationships with Respect to Securities of the Issuer
.
|
1. None.
ITEM 7.
|
Material to be Filed as Exhibits
.
|
After reasonable inquiry, and to the best of the undersigneds knowledge and belief, the
undersigned certifies that the information set forth in this Amendment No. 4 to Schedule 13D is true, complete and correct.
Date: June 14, 2018
|
REPORTING PERSON:
|
|
/s/ REID WALKER
|
REID WALKER
|
Attention: Intentional misstatements or
omissions of fact constitute Federal
criminal violations (See 18 U.S.C. § 1001).
[Signature Page to Amendment No. 4 to Schedule 13D]
INDEX OF EXHIBITS
None.