SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_______________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 12)
| Superior Industries international, inc. |
| (Name of Issuer) |
| Common Stock, no par value |
| (Title of Class of Securities) |
| 868168105 |
| (CUSIP Number) |
|
Steven J. Borick 2707 Kipling Street Houston, Texas 77098
|
|
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
| 02/13/2017 |
| (Date of Event Which Requires Filing of this Statement) |
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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.
| CUSIP No. 251591103 | SCHEDULE 13D | Page 2 of 8 Pages |
| 1 |
NAME OF REPORTING PERSONS
Steven J. Borick
| |||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) x | |||
| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS (See Instructions) Not applicable | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
o
| ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION United States of America | |||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER 1* (see Item 5) | ||
| 8 |
SHARED VOTING POWER 1,583,101 (see Item 5) | |||
| 9 |
SOLE DISPOSITIVE POWER 1* (see Item 5) | |||
| 10 |
SHARED DISPOSITIVE POWER 1,538,101 (see Item 5) | |||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,538,101* (see Item 5) | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | o | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.0% (see Item 5)
| |||
| 14 |
TYPE OF REPORTING PERSON (See Instructions) IND | |||
* Includes shares of common stock beneficially owned and the right to acquire shares of common stock pursuant to options to purchase shares of common stock. See Items 2 and 5
| CUSIP No. 251591103 | SCHEDULE 13D | Page 3 of 8 Pages |
| 1 |
NAME OF REPORTING PERSONS
The Louis L. Borick Foundation | |||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) x | |||
| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS (See Instructions) Not applicable | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
o
| ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER 0 (see Item 5) | ||
| 8 |
SHARED VOTING POWER 1,500,100 (see Item 5) | |||
| 9 |
SOLE DISPOSITIVE POWER 0 (see Item 5) | |||
| 10 |
SHARED DISPOSITIVE POWER 1,500,100 (see Item 5) | |||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,500,100 (see Item 5) | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | o | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.9% (see Item 5)
| |||
| 14 |
TYPE OF REPORTING PERSON (See Instructions) OO | |||
| CUSIP No. 251591103 | SCHEDULE 13D | Page 4 of 8 Pages |
| Item 1. | Security and Issuer |
The class of securities to which this Schedule 13D/A relates is the common stock, no par value (the "Common Stock"), of Superior Industries International, Inc., a Delaware corporation (the "Issuer"). The address of the Issuer's World Office Headquarters is 24800 Denso Drive, Suite 225, Southfield, Michigan 48033.
| Item 2. | Identity and Background. |
This filing amends that certain Schedule 13D filed on June 7, 2012, as amended by that certain Schedule 13D Amendment No. 1 filed by the Reporting Persons on January 10, 2013 and that certain Schedule 13D Amendment No. 2 filed by the Reporting Persons on May 20, 2014 and that certain Schedule 13D Amendment No. 3 as filed by the Reporting Persons on July 18, 2014 and that certain Schedule 13D Amendment No. 4 as filed by the Reporting Persons on March 3, 2015 and that certain Schedule 13D Amendment No. 5 as filed by the Reporting Persons on April 23, 2015 and that certain Schedule 13D Amendment No. 6 as filed by the Reporting Persons on April 30, 2015 and that certain Schedule 13D Amendment No.7 as filed by the Reporting Persons on June 1,2015 and that certain Schedule 13D Amendment No. 8 as filed by the Reporting Persons on December 1, 2015 and that certain Schedule 13D Amendment No. 9 as filed by the Reporting Persons on March 8, 2016 and that certain Schedule 13D Amendment No. 10 as filed by the Reporting Persons on April 13, 2016 and that certain Schedule 13D Amendment No. 11 as filed by the Reporting Persons on September 9, 2016. This Schedule 13D Amendment No. 12 (“Amendment No. 12”) is being filed by the following persons (each a “Reporting Person” and collectively, the “Reporting Persons”):
a. Steven J. Borick is an investor. His business address is 2707 Kipling Street Houston, Texas 77098.
b. The Louis L. Borick Foundation (the "Foundation") is a private Delaware foundation of which Mr. Borick is the president. Mr. Borick, Robert Borick and Linda Borick Davidson are the directors of the Foundation. The principal address of the Foundation is 2707 Kipling Street Houston, Texas 77098. Mr. Borick disclaims beneficial ownership of all shares owned by the Foundation.
c. During the last five years, none of the Reporting Persons has (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), (ii) been a 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.
d. Mr. Borick is a citizen of the United States of America. The Foundation is a private foundation formed in Delaware.
Although this filing is being made jointly by the Reporting Persons pursuant to the Joint Filing Agreement filed herewith, each of the Reporting Persons expressly disaffirms membership in any group under Rule 13d-5 under the Securities Exchange Act of 1934, as amended, or otherwise.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Not applicable.
| CUSIP No. 251591103 | SCHEDULE 13D | Page 5 of 8 Pages |
| Item 4. | Purpose of Transaction. |
Reporting sales.
| Item 5. | Interest in Securities of the Issuer. |
(a) On October 25, 2016, there were 25,445,075 shares of Common Stock outstanding (based on Form 10-Q filed by the issuer with the SEC on October 28, 2016).
(b) Ownership of Common Stock by the Reporting Persons is as follows:
(i) Mr. Borick holds 1 share of Common Stock. Mr. Borick has sole voting and dispositive power over the Common Stock. In addition, Mr. Borick may be deemed to have shared voting and dispositive power with respect to: (a) 8,000 shares of Common Stock held by the Blake Mills Davidson Trust, of which Mr. Borick is the sole trustee and (b) 30,000 shares of Common Stock held by the Liatis Foundation, of which Mr. Borick is the President and a member of the board of directors.
(ii) 1,500,100 shares of Common Stock are held by the Foundation. Mr. Borick shares voting and dispositive power over the Common Stock held by the Foundation with Robert Borick and Linda Borick Davidson but disclaims beneficial ownership of all Common Stock held by the Foundation.
The voting and dispositive power of the Reporting Persons is summarized below:
| Steven J. Borick | The Foundation | |
| Sole Voting and Dispositive Power | 1 | 0 |
| Shared Voting and Dispositive Power | 1,538,101 |
1,500,100
|
(c) The following list sets forth all transactions in the Issuer’s Common Stock conducted by the Reporting Persons preceding the filing of Amendment No. 10:
On November 7, 2016, the Foundation sold 20,000 shares of Common Stock in market transactions at an average price of $23.36 per share.
On November 8, 2016, the Foundation sold 10,000 shares of Common Stock in market transactions at an average price of $23.53 per share.
On November 9, 2016, the Foundation sold 10,000 shares of Common Stock in market transactions at an average price of $23.54 per share.
On November 10, 2016, the Foundation sold 30,000 shares of Common Stock in market transactions at an average price of $24.05 per share.
On November 11, 2016, the Foundation sold 20,000 shares of Common Stock in market transactions at an average price of $25.13 per share.
| CUSIP No. 251591103 | SCHEDULE 13D | Page 6 of 8 Pages |
On November 11, 2016, the Liatis Foundation sold 10,000 shares of Common Stock in market transactions at an average price of $25.25 per share.
On November 15, 2016, the Foundation sold 20,000 shares of Common Stock in market transactions at an average price of $25.02 per share.
On November 16, 2016, the Foundation sold 10,000 shares of Common Stock in market transactions at an average price of $25.02 per share.
On November 17, 2016, the Foundation sold 5,000 shares of Common Stock in market transactions at an average price of $25.25 per share.
On November 22, 2016, the Foundation sold 15,000 shares of Common Stock in market transactions at an average price of $25.20 per share.
On November 23, 2016, the Foundation sold 5,000 shares of Common Stock in market transactions at an average price of $25.35 per share.
On December 5, 2016, the Foundation sold 20,000 shares of Common Stock in market transactions at an average price of $25.86 per share.
On December 7, 2016, the Foundation sold 10,000 shares of Common Stock in market transactions at an average price of $26.37 per share.
On December 8, 2016, the Foundation sold 10,000 shares of Common Stock in market transactions at an average price of $26.96 per share.
On December 9, 2016, the Foundation sold 15,000 shares of Common Stock in market transactions at an average price of $27.37 per share.
On January 24, 2017, the Foundation sold 15,000 shares of Common Stock in market transactions at an average price of $24.32 per share.
On February 10, 2017, the Foundation sold 44,000 shares of Common Stock in market transactions at an average price of $23.66 per share.
On February 13, 2017, the Foundation sold 41,000 shares of Common Stock in market transactions at an average price of $23.93 per share.
| Item 7. | Material to Be Filed as Exhibits. |
| Exhibit 1 | Joint Filing Agreement, dated January 10, 2013, by and among Steven J. Borick, the Nita Borick Management Trust and the Louis L. Borick Foundation. |
| CUSIP No. 251591103 | SCHEDULE 13D | Page 7 of 8 Pages |
Signature
After reasonable inquiry and to the best of our knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Date: February 13, 2017 | ||
| STEVEN J. BORICK | ||
| /s/ Steven J. Borick | ||
| LOUIS L. BORICK FOUNDATION | ||
| By: | /s/ Steven J. Borick | |
| Steven J. Borick, President and Director | ||
| CUSIP No. 251591103 | SCHEDULE 13D | Page 8 of 8 Pages |
Exhibit 1
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree that the Amendment No. 1, and any subsequent amendments thereto, to which this exhibit is attached is filed on behalf of each of them in the capacities set forth below.
IN WITNESS WHEREOF, the undersigned have executed this Joint Filing Agreement as of the 10th day of January 2013.
| STEVEN J. BORICK | ||
| /s/ Steven J. Borick | ||
|
THE NITA BORICK MANAGEMENT TRUST
| ||
| By: | /s/ Steven J. Borick | |
| Name: | Steven J. Borick | |
| Title: | Trustee | |
|
THE LOUIS L. BORICK FOUNDATION
| ||
| By: | /s/ Steven J. Borick | |
| Name: | Steven J. Borick | |
| Title: | President and Director | |