SC 13D/A 1 sc13da.htm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D/A

 

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

 

WRIGHT INVESTORS’ SERVICE HOLDINGS, INC.

 

(Name of Issuer)

 

Common Stock, par value $0.01 per share

 

(Title of Class of Securities)

 

982345100

 

(CUSIP Number)

 

Jeffrey Bronchick

2101 El Segundo Blvd., Suite 302

El Segundo, California 90245

(424) 221-5897

 

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

July 29, 2019

 

(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: [  ]

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7(b) for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

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).

 

 

 

   
 

 

CUSIP No. 982345100 13D/A Page 2 of 9 Pages

 

1

NAME OF REPORTING PERSON

 

Cove Street Capital, LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:  
    (a) [X]
    (b) [  ]
3 SEC USE ONLY
   
4

SOURCE OF FUNDS

 

WC

5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
  [  ]
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
7

SOLE VOTING POWER

 

105,000

8

SHARED VOTING POWER

 

863,940

9

SOLE DISPOSITIVE POWER

 

105,000

10

SHARED DISPOSITIVE POWER

 

863,940

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

968,940

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
    [  ]
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

4.91%

14

TYPE OF REPORTING PERSON

 

IA

 

   
 

 

CUSIP No. 982345100 13D/A Page 3 of 9 Pages

 

1

NAME OF REPORTING PERSON

 

Jeffrey Bronchick

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:  
    (a) [X]
    (b) [  ]
3 SEC USE ONLY
   
4

SOURCE OF FUNDS

 

PF

5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
  [  ]
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States of America

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
7

SOLE VOTING POWER

 

814,122

8

SHARED VOTING POWER

 

968,940

9

SOLE DISPOSITIVE POWER

 

814,122

10 SHARED DISPOSITIVE POWER

968,940

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,783,062
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
    [  ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

9.03%
14 TYPE OF REPORTING PERSON

IN

 

   
 

 

CUSIP No. 982345100 13D/A Page 4 of 9 Pages

 

1

NAME OF REPORTING PERSON

 

Eugene Robin

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:  
    (a) [X]
    (b) [  ]
3 SEC USE ONLY
   
4 SOURCE OF FUNDS

PF
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
  [  ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
7 SOLE VOTING POWER

105,000
8 SHARED VOTING POWER

0
9 SOLE DISPOSITIVE POWER

105,000
10 SHARED DISPOSITIVE POWER

0

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

105,000
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
    [  ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

0.53%
14 TYPE OF REPORTING PERSON

IN

 

   
 

 

CUSIP No. 982345100 13D/A Page 5 of 9 Pages

 

1 NAME OF REPORTING PERSON

Paul Hinkle
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:  
    (a) [X]
    (b) [  ]
3 SEC USE ONLY
   
4 SOURCE OF FUNDS

PF
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
  [  ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
7 SOLE VOTING POWER

20,000
8 SHARED VOTING POWER

0
9 SOLE DISPOSITIVE POWER

20,000
10 SHARED DISPOSITIVE POWER

0

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

20,000
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
    [  ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

0.10%
14 TYPE OF REPORTING PERSON

IN

 

   
 

 

CUSIP No. 982345100 13D/A Page 6 of 9 Pages

 

1 NAME OF REPORTING PERSON

Marshall Geller
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:  
    (a) [X]
    (b) [  ]
3 SEC USE ONLY
   
4 SOURCE OF FUNDS

PF
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
  [  ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
7 SOLE VOTING POWER

683,090
8 SHARED VOTING POWER

-0-
9 SOLE DISPOSITIVE POWER

683,090
10 SHARED DISPOSITIVE POWER

-0-

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

683,090
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
    [  ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

3.46%
14 TYPE OF REPORTING PERSON

IN

 

   
 

 

CUSIP No. 982345100 13D/A Page 7 of 9 Pages

 

1 NAME OF REPORTING PERSON

Andrew Leaf
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:  
    (a) [X]
    (b) [  ]
3 SEC USE ONLY
   
4 SOURCE OF FUNDS

PF
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
  [  ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
7 SOLE VOTING POWER

50,000
8 SHARED VOTING POWER

-0-
9 SOLE DISPOSITIVE POWER

50,000
10 SHARED DISPOSITIVE POWER

-0-

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

50,000
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
    [  ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

0.25%
14 TYPE OF REPORTING PERSON

IN

 

   
 

 

CUSIP No. 982345100 13D/A Page 8 of 9 Pages

 

Explanatory Note

 

This Amendment No. 3 to Schedule 13D (this “Amendment”) relates to the common stock, par value $0.01 per share (“Common Stock”), of Wright Investors’ Service Holdings, Inc., a Delaware corporation (the “Issuer” or the “Company”) and amends the Amendment No. 2 to Schedule 13D filed by the Reporting Persons on July 19, 2019 (the “Amendment No. 2”). Except as specifically provided herein, this Agreement does not modify any of the information previously reported in the Amendment No. 2.

 

This Amendment is being filed by:

 

(i) Cove Street Capital, LLC, a Delaware limited liability company (“CSC”);

 

(ii) Jeffrey Bronchick (“Bronchick”)

 

(iii) Eugene Robin;

 

(iv) Paul Hinkle;

 

(v) Marshall Geller; and

 

(vi) Andrew Leaf

 

Item 4. Purpose of the Transaction

 

This Amendment is being filed to report recent open-market purchases of securities of the Issuer by CSC.

 

Item 5. Interest in Securities of the Issuer

 

(a) – (b) The aggregate number of shares of Common Stock to which this Schedule 13D relates is 2,641,152 shares of Common Stock, constituting approximately 13.38% of the outstanding Common Stock. All percentages set forth herein are based upon a total of 19,744,321 shares of Common Stock outstanding as of May 10, 2019, as reported on the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019.

 

(c) On July 23, 2019, CSC purchased 2,542 shares of the Common Stock of the Company at $0.41 per share and on July 29, 2019, CSC purchased 557,731 shares of the Common Stock of the Company at $0.41 per share. All purchases were for cash in the open market. As a result, as of the date hereof, CSC beneficially owns 968,940 shares (the “CSC Shares”) representing 4.91% of the Company’s outstanding shares. Bronchick, as Chief Investment Officer of CSC, has shared voting power over the CSC Shares. CSC used the working capital of the funds and accounts managed by CSC in the purchase of the Shares.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

None.

 

Item 7. Material to be Filed as Exhibits

 

None.

 

   
 

 

CUSIP No. 982345100 13D/A Page 9 of 9 Pages

 

SIGNATURES

 

After reasonable inquiry and to the best of the undersigned knowledge and belief, each of the undersigned certifies that the information set forth on this statement is true and correct.

 

Dated: August 1, 2019

 

  /s/ Jeffrey Bronchick
  Jeffrey Bronchick
   
  /s/ Eugene Robin
  Eugene Robin
   
  /s/ Paul Hinkle
  Paul Hinkle
   
  /s/ Marshall Geller
  Marshall Geller
   
  /s/ Andrew Leaf
  Andrew Leaf
     
  COVE STREET CAPITAL, LLC
     
  By: /s/ Jeffrey Bronchick
  Name: Jeffrey Bronchick
  Title: Chief Investment Officer