0000921895-17-001540.txt : 20170516 0000921895-17-001540.hdr.sgml : 20170516 20170516183644 ACCESSION NUMBER: 0000921895-17-001540 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170512 FILED AS OF DATE: 20170516 DATE AS OF CHANGE: 20170516 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Superior Drilling Products, Inc. CENTRAL INDEX KEY: 0001600422 STANDARD INDUSTRIAL CLASSIFICATION: OIL & GAS FILED MACHINERY & EQUIPMENT [3533] IRS NUMBER: 464341605 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1583 SOUTH 1700 EAST CITY: VERNAL STATE: UT ZIP: 84078 BUSINESS PHONE: 435-789-0594 MAIL ADDRESS: STREET 1: 1583 SOUTH 1700 EAST CITY: VERNAL STATE: UT ZIP: 84078 FORMER COMPANY: FORMER CONFORMED NAME: SD Co Inc DATE OF NAME CHANGE: 20140218 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Lone Star Value Investors GP LLC CENTRAL INDEX KEY: 0001589325 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36453 FILM NUMBER: 17849896 BUSINESS ADDRESS: STREET 1: 53 FOREST AVENUE, 1ST FLOOR CITY: OLD GREENWICH STATE: CT ZIP: 06870 BUSINESS PHONE: (203) 564-1405 MAIL ADDRESS: STREET 1: 53 FOREST AVENUE, 1ST FLOOR CITY: OLD GREENWICH STATE: CT ZIP: 06870 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Lone Star Value Co-Invest I, LP CENTRAL INDEX KEY: 0001589343 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36453 FILM NUMBER: 17849897 BUSINESS ADDRESS: STREET 1: 53 FOREST AVENUE, 1ST FLOOR CITY: OLD GREENWICH STATE: CT ZIP: 06870 BUSINESS PHONE: (203) 542-0235 MAIL ADDRESS: STREET 1: 53 FOREST AVENUE, 1ST FLOOR CITY: OLD GREENWICH STATE: CT ZIP: 06870 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Lone Star Value Investors LP CENTRAL INDEX KEY: 0001589247 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36453 FILM NUMBER: 17849898 BUSINESS ADDRESS: STREET 1: 53 FOREST AVENUE, 1ST FLOOR CITY: OLD GREENWICH STATE: CT ZIP: 06870 BUSINESS PHONE: (203) 542-0235 MAIL ADDRESS: STREET 1: 53 FOREST AVENUE, 1ST FLOOR CITY: OLD GREENWICH STATE: CT ZIP: 06870 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Eberwein Jeffrey E. CENTRAL INDEX KEY: 0001548312 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36453 FILM NUMBER: 17849899 MAIL ADDRESS: STREET 1: 53 FOREST AVENUE, 1ST FLOOR CITY: OLD GREENWICH STATE: CT ZIP: 06870 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Lone Star Value Management LLC CENTRAL INDEX KEY: 0001589350 STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36453 FILM NUMBER: 17849900 BUSINESS ADDRESS: STREET 1: 53 FOREST AVENUE, 1ST FLOOR CITY: OLD GREENWICH STATE: CT ZIP: 06870 BUSINESS PHONE: (203) 542-0235 MAIL ADDRESS: STREET 1: 53 FOREST AVENUE, 1ST FLOOR CITY: OLD GREENWICH STATE: CT ZIP: 06870 4 1 form409482013_05162017.xml OWNERSHIP DOCUMENT X0306 4 2017-05-12 0 0001600422 Superior Drilling Products, Inc. SDPI 0001589350 Lone Star Value Management LLC 53 FOREST AVENUE, 1ST FLOOR OLD GREENWICH CT 06870 0 0 1 0 0001548312 Eberwein Jeffrey E. 53 FOREST AVENUE, 1ST FLOOR OLD GREENWICH CT 06870 0 0 1 0 0001589247 Lone Star Value Investors LP 53 FOREST AVENUE, 1ST FLOOR OLD GREENWICH CT 06870 0 0 0 1 See Footnote 1 0001589343 Lone Star Value Co-Invest I, LP 53 FOREST AVENUE, 1ST FLOOR OLD GREENWICH CT 06870 0 0 0 1 See Footnote 1 0001589325 Lone Star Value Investors GP LLC 53 FOREST AVENUE, 1ST FLOOR OLD GREENWICH CT 06870 0 0 1 0 Common Stock 2017-05-12 4 S 0 25000 0.8622 D 180000 I By: Lone Star Value Co-Invest I, LP Common Stock 2017-05-12 4 S 0 155281 0.8209 D 2057458 I By: Lone Star Value Investors, LP Common Stock 2017-05-15 4 S 0 3868 0.8410 D 176132 I By: Lone Star Value Co-Invest I, LP Common Stock 2017-05-16 4 S 0 26132 0.8093 D 150000 I By: Lone Star Value Co-Invest I, LP Common Stock 2017-05-16 4 S 0 10000 0.7957 D 2047458 I By: Lone Star Value Investors, LP Common Stock 266740 I By: Separately Managed Account This Form 4 is filed jointly by Lone Star Value Investors, LP ("Lone Star Value Investors"), Lone Star Value Co-Invest I, LP ("Lone Star Value Co-Invest"), Lone Star Value Investors GP, LLC ("Lone Star Value GP"), Lone Star Value Management, LLC ("Lone Star Value Management") and Jeffrey E. Eberwein (collectively, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding shares of Common Stock. Each Reporting Person disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such shares of Common Stock for purposes of Section 16 or for any other purpose. Securities owned directly by Lone Star Value Investors. Lone Star Value GP, as the general partner of Lone Star Value Investors, may be deemed the beneficial owner of the securities owned by Lone Star Value Investors. Lone Star Value Management, as the investment manager of Lone Star Value Investors, may be deemed the beneficial owner of the securities owned by Lone Star Value Investors. Mr. Eberwein, as the manager of Lone Star Value GP and sole member of Lone Star Value Management, may be deemed the beneficial owner of the securities owned by Lone Star Value Investors. Securities owned directly by Lone Star Value Co-Invest. Lone Star Value GP, as the general partner of Lone Star Value Co-Invest, may be deemed the beneficial owner of the securities owned by Lone Star Value Co-Invest. Lone Star Value Management, as the investment manager of Lone Star ValueCo-Invest, may be deemed the beneficial owner of the securities owned by Lone Star Value Co-Invest. Mr. Eberwein, as the sole investor and sole owner of Lone Star Value Co-Invest, the manager of Lone Star Value GP and sole member of Lone Star Value Management, may be deemed the beneficial owner of the securities owned by Lone Star Value Co-Invest. Securities held in an account separately managed by Lone Star Value Management ("Separately Managed Account I"). Lone Star Value Management, as the investment manager of Separately Managed Account I, may be deemed the beneficial owner of the securities held in Separately Managed Account I. Mr. Eberwein, as the sole member of Lone Star Value Management, may be deemed the beneficial owner of the securities held in Separately Managed Account I. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $0.8500 to $0.9000. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote 5 to this Form 4. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $0.7800 to $0.9400. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote 6 to this Form 4. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $0.8342 to $0.8500. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote 7 to this Form 4. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $0.7764 to $0.8700. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote 8 to this Form 4. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $0.7700 to $0.8000. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote 9 to this Form 4. Purchases by Lone Star Value Co-Invest of an aggregate of 5,000 shares on April 26, 2017 (1,000 shares at $0.7997; 2,410 shares at $0.8000; 1,000 shares at $0.8100; and 590 shares at $0.8196) have been matched against sales on May 12, 2017 by Lone Star Value Investors of an aggregate of 5,000 shares (1,300 shares at $0.9400; 100 shares at $0.9325; 100 shares at $0.9250; and 3,500 shares at $0.9200). The aforementioned purchase prices constitute the lowest purchase prices paid by the Reporting Persons matched against the highest sale prices that the Reporting Persons received for the sale of shares. The Reporting Persons have agreed to pay the Issuer $606.49, representing the full amount of the Reporting Persons' pecuniary interest in the profit realized in connection with the short-swing transaction. Lone Star Value Management, LLC; By: /s/ Jeffrey E. Eberwein, Authorized Signatory 2017-05-16 /s/ Jeffrey E. Eberwein 2017-05-16 Lone Star Value Investors, LP; By: Lone Star Value Investors GP, LLC; By: /s/ Jeffrey E. Eberwein, Authorized Signatory 2017-05-16 Lone Star Value Co-Invest I, LP; By: /s/ Lone Star Value Investors GP, LLC; By: /s/ Jeffrey E. Eberwein, Authorized Signatory 2017-05-16 Lone Star Value Investors GP, LLC; By: /s/ Jeffrey E. Eberwein, Authorized Signatory 2017-05-16