(Amendment No. )1
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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STAR EQUITY FUND, LP |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(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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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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DELAWARE |
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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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350,000 |
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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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350,000 |
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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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350,000 |
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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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Less than 1.24% |
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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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STAR EQUITY FUND GP, LLC |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(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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DELAWARE |
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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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350,000 |
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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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350,000 |
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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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350,000 |
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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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1.24% |
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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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STAR INVESTMENT MANAGEMENT, LLC |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(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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CONNECTICUT |
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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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350,000 |
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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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350,000 |
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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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350,000 |
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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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1.24% |
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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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STAR EQUITY HOLDINGS, INC. |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(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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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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DELAWARE |
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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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350,000 |
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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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350,000 |
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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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350,000 |
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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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1.24% |
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14 |
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TYPE OF REPORTING PERSON |
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CO |
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1 |
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NAME OF REPORTING PERSON |
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JEFFREY E. EBERWEIN |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(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, PF |
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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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1,900,000 |
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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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1,900,000 |
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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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1,900,000 |
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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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6.73% |
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14 |
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TYPE OF REPORTING PERSON |
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IN |
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1 |
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NAME OF REPORTING PERSON |
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STAR VALUE, LLC |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(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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DELAWARE |
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NUMBER OF |
|
7 |
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SOLE VOTING POWER |
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SHARES |
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|
BENEFICIALLY |
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350,000 |
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OWNED BY |
|
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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350,000 |
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10 |
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SHARED DISPOSITIVE POWER |
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- 0 - |
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|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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|
|
|
|
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|
350,000 |
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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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1.24% |
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14 |
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TYPE OF REPORTING PERSON |
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CO |
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1 |
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NAME OF REPORTING PERSON |
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ROBERT G. PEARSE |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(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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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 |
|
7 |
|
SOLE VOTING POWER |
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SHARES |
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|
|
|
BENEFICIALLY |
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|
|
-0- |
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OWNED BY |
|
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 |
|
9 |
|
SOLE DISPOSITIVE POWER |
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-0- |
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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 |
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|
|
|
|
|
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-0- |
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|
12 |
|
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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0% |
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14 |
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TYPE OF REPORTING PERSON |
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IN |
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1 |
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NAME OF REPORTING PERSON |
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BASHARA BOYD |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(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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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 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
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USA |
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NUMBER OF |
|
7 |
|
SOLE VOTING POWER |
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SHARES |
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|
|
|
BENEFICIALLY |
|
|
|
|
-0- |
|
OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
EACH |
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|
REPORTING |
|
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|
-0- |
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PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
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|
-0- |
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|
10 |
|
SHARED DISPOSITIVE POWER |
|
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|
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|
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|
-0- |
|
|
11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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-0- |
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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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0% |
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14 |
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TYPE OF REPORTING PERSON |
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IN |
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The following constitutes the Schedule 13D
filed by the undersigned (the “Schedule 13D”).
| Item 1. | Security and Issuer. |
This statement relates to
the common stock, par value $0.001 per share (the “Shares”), of Superior Drilling
Products, Inc. a Utah corporation (the “Issuer”). The address of the principal executive offices of the Issuer
is 1583 South 1700 East, Vernal, Utah, 84078.
| Item 2. | Identity and Background. |
(a) This
statement is filed by:
| (i) | Star Equity Holdings, Inc., a Delaware corporation (“Star Equity Holdings”); |
| (ii) | Star Equity Fund, LP, a Delaware limited partnership (“Star Equity Fund”); |
| (iii) | Star Equity Fund GP, LLC, a Delaware limited liability company (“Star Equity GP”), which serves
as the general partner of Star Equity Fund; |
| (iv) | Star Investment Management, LLC, a Connecticut limited liability company (“Star Investment Management”),
which serves as the investment manager of Star Equity Fund; |
| (v) | Jeffrey E. Eberwein, who serves as the manager of Star Equity GP and Star Investment Management; |
| (vi) | Star Value, LLC., a Delaware limited liability company (“Star Value”); |
| (vii) | Robert G. Pearse; and |
Each of the foregoing is
referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons
is party to that certain Joint Filing and Solicitation Agreement, as further described in Item 6. Accordingly, the Reporting Persons are
hereby filing a joint Schedule 13D.
(b) The
address of the principal office of each of Star Equity Fund, Star Equity GP, Star Investment Management, Star Equity Holdings, Star Value
and Mr. Eberwein is 53 Forest Avenue, Suite 101, Old Greenwich, Connecticut 06870. The address of the principal office of Mr. Pearse is
12610 Arroyo De Arguello, Saratoga, California 95070. The address of the principal office of Mrs. Boyd is 5300 Memorial Drive, Suite 475,
Houston, Texas 77007.
(c) The
principal business of Star Equity Fund is investing in securities. The principal business of Star Equity GP is serving as the general
partner of Star Equity Fund. The principal business of Star Investment Management is serving as the investment manager of Star Equity.
The principal business of Star Equity Holdings, Inc. is serving as a diversified holding company with various divisions. The principal
business of Star Value is serving as sole member of Star Equity GP. The principal occupation of Mr. Eberwein is serving as the Executive
Chairman of Star Equity Holdings, and CEO and board member of Hudson Global Inc. He also serves as manager of Star Equity GP and Star
Investment Management. Mr. Pearse’s principal occupation is serving as a Managing Partner at Yucatan Rock Ventures, where he specializes
in technology investments and consulting. Ms. Boyd’s principal occupation is serving as partner for Walker Eisenbraun, LLC.
(d) No
Reporting Person, nor any person listed on Schedule A, annexed hereto, has, during the last five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) Other
than as set forth here in this paragraph, no Reporting Person, has during the last five years, been party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
Mr. Eberwein and Lone Star
Value Management, LLC (“LSVM”) are subject to an SEC administrative order dated February 14, 2017, File No. 3-17847 (the “Consent
Agreement”). Without admitting or denying the findings set forth in the Consent Agreement, among other things, (A) Mr. Eberwein
and LSVM consented to ceasing and desisting from committing or causing any violations and any future violations of Section 13(d) of the
Securities Exchange Act of 1934, as amended, and Rules 13d-1 and 13d-2 promulgated thereunder, (B) Mr. Eberwein consented to ceasing and
desisting from committing or causing any violations and any future violations of Section16(a) of the Exchange Act and Rules 16a-2 and
16a-3 promulgated thereunder, (C) Mr. Eberwein agreed to pay a civil money penalty in the amount of $90,000 to the SEC, and (D) LSVM agreed
to pay a civil money penalty in the amount of $120,000 to the SEC. The Consent Agreement did not include any finding that (i) Mr. Eberwein
and LSVM or any of their affiliates committed any violations of the federal securities laws, or (ii) there was any harm to any investor
in Lone Star or its affiliates. On February 24, 2020, the SEC issued an order (Securities Exchange Act Release No. 5448) (the “Advisers
Act Order”) relating to allegations, among other things, that LSVM failed to properly disclose certain specific transactions in
advance and obtain client consent for these transactions prior to their completion and that LSVM failed to implement certain written policies
and procedures. The Advisers Act Order alleged violations of Section 206(3) and 206(4) of the Investment Advisers Act of 1940 (“Advisers
Act”) and Rule 206(4)-7 thereunder by Mr. Eberwein and LSVM. Without admitting or denying the findings, they consented to the Advisers
Act Order and agreed to cease and desist from committing or causing any violations of the above-referenced Advisers Act provisions, for
LSVM to be censured and to pay civil penalties of $25,000 for Mr. Eberwein and $100,000 for LSVM.
(f) Messrs.
Eberwein and Pearse, and Ms. Boyd are citizens of the United States of America.
| Item 3. | Source and Amount of Funds or Other Consideration. |
The Shares purchased by Star
Equity Fund (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market
purchases, except as otherwise noted, as set forth in Schedule B, which is incorporated by reference herein. The aggregate purchase price
of the 350,000 Shares beneficially owned by Star Equity Fund is approximately $363,142, including brokerage commissions. The aggregate
purchase price of the 1,550,000 Shares beneficially owned by Mr. Eberwein is approximately $1,530,866, including brokerage commissions.
| Item 4. | Purpose of Transaction. |
On May 9, 2022 Star Equity
Fund (together with the other Reporting Persons, the “Shareholder Group”) delivered a letter to the Issuer (the “Nomination
Letter”) nominating the Nominees, as set forth therein, for selection to the Board at the Issuer’s 2022 annual meeting of
shareholders (including any other meeting of shareholders held in lieu thereof, and any adjournments, postponements, reschedulings or
continuations thereof, the “Annual Meeting”). The Reporting Persons believe the nominees Robert G. Pearse and BaShara Boyd
(the “Nominees”) are highly qualified director nominees who will be fully committed to ensuring that the best interests of
stockholders are properly prioritized.
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 have
engaged, and may continue to engage, in general discussions with the Issuer’s Board of Directors (the “Board”) and management
team, including with respect to the composition of the Board.
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. Depending on various
factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares,
conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions
with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in additional communications
with management and the Board of the Issuer, engaging in discussions with stockholders of the Issuer and others about the Issuer and the
Reporting Persons’ investment, making proposals to the Issuer concerning changes to the capitalization, ownership structure, board
structure (including Board composition) or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares,
engaging in short selling of or any hedging or similar transaction with respect to the Shares, or changing their intention with respect
to any and all matters referred to in Item 4.
| Item 5. | Interest in Securities of the Issuer. |
The aggregate percentage
of Shares reported owned by each person named herein is based upon 28,235,001 Shares outstanding as of March 23, 2022, which is the total
number of Shares reported outstanding in the Issuer’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission
on March 24, 2022.
| (a) | Star Equity Holdings, as the parent of Star Value, sole member of Star Management, and limited partner
of Star Equity Fund may be deemed the beneficial owner of the aggregate 350,000 Shares beneficially owned by Star Equity Fund. |
Percentage: Approximately
1.24%
| (b) | 1. Sole power to vote or direct vote: 350,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 350,000
4. Shared power to dispose or direct the disposition: 0 |
| (c) | Star Equity Holdings has not entered into any transactions in the
Shares during the past 60 days. The transactions in the Shares on behalf of Star Equity Fund during the past 60 days are set forth in
Schedule A and are incorporated herein by reference. |
| (a) | As of the close of business on May 9, 2022, Star Equity Fund beneficially owned 350,000 Shares. |
Percentage: Approximately
1.24%
| (b) | 1. Sole power to vote or direct vote: 350,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 350,000
4. Shared power to dispose or direct the disposition: 0 |
| (c) | The transactions in the Shares by Star Equity Fund during the past
60 days are set forth in Schedule A and are incorporated herein by reference |
| (a) | Star Equity GP, as the general partner of Star Equity Fund, may be deemed the beneficial owner of the
aggregate 350,000 Shares owned by Star Equity Fund. |
Percentage: Approximately
1.24%
| (b) | 1. Sole power to vote or direct vote: 350,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 350,000
4. Shared power to dispose or direct the disposition: 0 |
| (c) | Star Equity GP has not entered into any transactions in the Shares
during the past 60 days. The transactions in the Shares on behalf of Star Equity Fund during the past 60 days are set forth in Schedule
A and are incorporated herein by reference |
| D. | Star Investment Management |
| (a) | Star Investment Management, as the investment manager of Star Equity Fund, may deemed the beneficial owner
of the aggregate 350,000 Shares beneficially owned by Star Equity Fund. |
Percentage: Approximately
1.24%
| (b) | 1. Sole power to vote or direct vote: 350,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 350,000
4. Shared power to dispose or direct the disposition:
0 |
| (c) | Star Investment Management has not entered into any transactions
in the Shares during the past 60 days. The transactions in the Shares on behalf of Star Equity Fund during the past 60 days are set forth
in Schedule A and are incorporated herein by reference |
| (a) | As of the close of business on May 9, 2022, Mr. Eberwein directly owned 1,550,00 Shares of common stock.
Additionally, Mr. Eberwein, as the manager of Star Equity GP and Star Equity Management, may be deemed the beneficial owner of the 350,000
Shares owned by Star Equity Fund. In total Mr. Eberwein may be deemed the beneficial owner of the aggregate 1,900,000 Shares of common
stock. |
Percentage: Approximately
6.73%
| (b) | 1. Sole power to vote or direct vote: 1,900,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,900,000
4. Shared power to dispose or direct the disposition: 0 |
| (c) | The transactions in the Shares by Mr. Eberwein and Star Equity Fund
during the past 60 days are set forth in Schedule A and are incorporated herein by reference. |
| (a) | Star Value, as the sole member of Star Equity GP and wholly owned subsidiary of Star Equity Holdings may
be deemed the beneficial owner of the Shares of common stock owned by Star Equity Fund |
Percentage: Approximately
1.24%
| (b) | 1. Sole power to vote or direct vote: 350,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 350,000
4. Shared power to dispose or direct the disposition: 0 |
| (c) | Star Value has not entered into any transactions in the Shares during
the past 60 days. The transactions in the Shares on behalf of Star Equity Fund during the past 60 days are set forth in Schedule A and
are incorporated herein by reference. |
| (a) | As of the close of business on May 9, 2022, Mr. Pearse did not beneficially own any Shares. |
Percentage: 0%
| (b) | 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 0 |
| (c) | Mr. Pearse has not entered into any transactions in the Shares during the past 60 days. |
| (a) | As of the close of business on May 9, 2022, Ms. Boyd did not beneficially own any Shares. |
Percentage: 0%
| (b) | 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 0 |
| (c) | Ms. Boyd has not entered into any transactions in the Shares during the past 60 days. |
The Reporting Persons, as
members of a “group” for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed
the beneficial owner of the Shares directly owned by the other Reporting Persons. Each Reporting Person disclaims beneficial
ownership of such Shares except to the extent of his or its pecuniary interest therein.
(d) No
person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or
proceeds from the sale of, the Shares.
(e) Not
applicable.
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
On May 6, 2022, the Reporting
Persons entered into a Joint Filing and Solicitation Agreement in which, among other things, (a) the parties agreed to the joint filing
on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer, (b) the parties agreed to form a
group for the purpose of (i) soliciting written consents or proxies for the election of the Nominees to the Board at the Annual Meeting
(the “Solicitation”), (ii) taking such other actions as the parties deem advisable, and (iii) taking all other action necessary
or advisable to achieve the foregoing, and (c) Star Equity Fund agreed to bear all pre-approved expenses incurred in connection with the
solicitation. A copy of the Joint Filing and Solicitation Agreement is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
Pursuant to letter agreements,
Star Equity Fund has agreed to indemnify each of the Nominees against claims arising from the Solicitation and related transactions. A
form of the indemnification letter agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
Each of the Nominees has
granted Mr. Eberwein powers of attorney in connection with the Solicitation. A form of the power of attorney agreement is attached hereto
as Exhibit 99.3 and is incorporated herein by reference.
Other than as described herein,
there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and
any other person, with respect to the securities of the Issuer.
| Item 7. | Material to be Filed as Exhibits. |
Item 7 is hereby amended
to add the following exhibits:
| 99.1 | Joint Filing and Solicitation Agreement, dated May 6, 2022. |
| 99.2 | Form of Indemnification Agreement. |
| 99.3 | Form of Power of Attorney. |
SIGNATURES
After reasonable inquiry
and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: May 9, 2022
|
Star Equity Holdings, Inc. |
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By: |
/s/ Jeffrey E. Eberwein |
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Name: |
Jeffrey E. Eberwein |
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Title: |
Executive Chairman |
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Star Equity Fund, LP |
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By: |
Star Equity Fund GP, LLC
General Partner |
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By: |
/s/ Jeffrey E. Eberwein |
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Name: |
Jeffrey E. Eberwein |
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Title: |
Manager |
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Star Equity Fund GP, LLC |
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By: |
/s/ Jeffrey E. Eberwein |
|
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Name: |
Jeffrey E. Eberwein |
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Title: |
Manager |
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Star Investment Management, LLC |
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By: |
/s/ Jeffrey E. Eberwein |
|
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Name: |
Jeffrey E. Eberwein |
|
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Title: |
Manager |
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/s/ Jeffrey E. Eberwein |
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JEFFREY E. EBERWEIN
Individually and as attorney-in-fact for Robert G. Pearse and BaShara Boyd |
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Star Value, LLC |
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By: |
Star Equity Holdings, Inc. |
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By: |
/s/ Jeffrey E. Eberwein |
|
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Name: |
Jeffrey E. Eberwein |
|
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Title: |
Executive Chairman |
SCHEDULE A
Transactions in the Securities of the
Issuer During the Past Sixty Days
Shares of Common Stock
Purchased/(Sold) |
Price Per
Share ($) |
Date of
Purchase / Sale |
STAR EQUITY FUND, LP
Common Stock |
1,000 |
4/22/2022 |
Common Stock |
25,000 |
5/2/2022 |
Common Stock |
25,000 |
5/3/2022 |
Common Stock |
92,864 |
5/4/2022 |
Common Stock |
46,689 |
5/5/2022 |
Common Stock |
34,214 |
5/6/2022 |
Common Stock |
125,233 |
5/9/2022 |
JEFFREY E. EBERWEIN
Common Stock |
200,000 |
3/14/2022 |
Common Stock |
336,014 |
3/15/2022 |
Common Stock |
120,011 |
3/16/2022 |
Common Stock |
5,680 |
3/17/2022 |
Common Stock |
23,431 |
3/21/2022 |
Common Stock |
477 |
3/29/2022 |
Common Stock |
195,535 |
3/30/2022 |
Common Stock |
44,399 |
3/31/2022 |
Common Stock |
61,401 |
4/1/2022 |
Common Stock |
24,750 |
4/4/2022 |
Common Stock |
88,302 |
4/5/2022 |
Common Stock |
54,630 |
4/6/2022 |
Common Stock |
35,858 |
4/7/2022 |
Common Stock |
23,082 |
4/8/2022 |
Common Stock |
48,494 |
4/11/2022 |
Common Stock |
90,682 |
4/12/2022 |
Common Stock |
13,143 |
4/13/2022 |
Common Stock |
5,821 |
4/14/2022 |
Common Stock |
(17,050) |
4/18/2022 |
Common Stock |
23,348 |
4/20/2022 |
Common Stock |
100 |
4/22/2022 |
Common Stock |
100 |
4/25/2022 |
Common Stock |
19,679 |
4/26/2022 |
Common Stock |
53,551 |
4/27/2022 |
Common Stock |
48,562 |
4/28/2022 |
Common Stock |
25,800 |
4/29/2022 |
Common Stock |
24,200 |
5/2/2022 |