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CUSIP No. 868168105
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Page
5
of 8 Pages
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This Amendment No. 5 to the joint statement on Schedule 13D with respect to the common
stock, par value $0.01 per share (the Common Stock), of Superior Industries International, Inc., a Delaware corporation (the Issuer), filed by the Reporting Persons (as defined below) on August 16, 2021, as
amended by Amendment No. 1 on Schedule 13D with respect to the Common Stock filed by the Reporting Persons on September 3, 2021, as amended by Amendment No. 2 on Schedule 13D with respect to the Common Stock filed by the Reporting
Persons on September 10, 2021, as amended by Amendment No. 3 on Schedule 13D with respect to the Common Stock filed by the Reporting Persons on September 24, 2021 and as amended by Amendment No. 4 on Schedule 13D with respect to
the Common Stock filed by the Reporting Persons on October 15, 2021 (such joint statement, as amended herein, the Schedule 13D), amends the Schedule 13D as follows:
1.
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Item 3 of the Schedule 13D shall hereby be amended and restated in full as follows:
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Item 3. Source and Amount of Funds or Other Consideration
The Reporting Persons acquired beneficial ownership of an aggregate of 2,780,005 shares of Common Stock for $21,926,161.80 using working
capital from the Fund and the proceeds of margin loans under margin loan facilities maintained in the ordinary course of business by the Fund with a broker on customary terms and conditions.
2.
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Paragraphs (a), (b) and (c) of Item 5 of the Schedule 13D shall hereby be amended and restated in full as
follows:
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Item 5. Interest in Securities of the Issuer
(a, b) The percentages of beneficial ownership reported in this Item 5, and on each Reporting Persons cover page to this
Schedule 13D, are based on a total of 26,163,077 shares of Common Stock issued and outstanding as of October 28, 2021, as reported in the most recent quarterly report of the Issuer on Form 10-Q for the
fiscal quarter ended September 30, 2021. All of the share numbers reported below, and on each Reporting Persons cover page to this Schedule 13D, are as of November 24, 2021, unless otherwise indicated. The cover page to this Schedule
13D for each Reporting Person is incorporated by reference in its entirety into this Item 5(a, b).
The Fund directly
holds, and thus has sole voting and dispositive power over, 2,780,005 shares of Common Stock. The GP, as sole general partner of the Fund, also has sole authority to vote (or direct the vote of), and to dispose (or direct the disposal) of, these
shares on behalf of the Fund, and Mr. Lynch has shared authority to vote (or direct the vote of), and to dispose (or direct the disposal) of, these shares on behalf of the GP. Accordingly, each of the Reporting Persons beneficially owns
2,780,005 shares of Common Stock, or approximately 10.6% of the outstanding shares of Common Stock, and the Reporting Persons beneficially own, in the aggregate, 2,780,005 shares of Common Stock, or approximately 10.6% of the outstanding shares of
Common Stock.