0000905718-22-000386.txt : 20220216 0000905718-22-000386.hdr.sgml : 20220216 20220216092425 ACCESSION NUMBER: 0000905718-22-000386 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20220216 DATE AS OF CHANGE: 20220216 GROUP MEMBERS: BAYBERRY MASTER LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Hillman Solutions Corp. CENTRAL INDEX KEY: 0001822492 STANDARD INDUSTRIAL CLASSIFICATION: CUTLERY, HANDTOOLS & GENERAL HARDWARE [3420] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1225 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-91767 FILM NUMBER: 22641681 BUSINESS ADDRESS: STREET 1: 10590 HAMILTON AVE. CITY: CINCINNATI STATE: OH ZIP: 45231 BUSINESS PHONE: 513-851-4900 MAIL ADDRESS: STREET 1: 10590 HAMILTON AVE. CITY: CINCINNATI STATE: OH ZIP: 45231 FORMER COMPANY: FORMER CONFORMED NAME: Landcadia Holdings III, Inc. DATE OF NAME CHANGE: 20200825 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Bayberry Capital Partners LP CENTRAL INDEX KEY: 0001771524 IRS NUMBER: 611903347 STATE OF INCORPORATION: DE FISCAL YEAR END: 1219 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 30 EAST 23RD STREET STREET 2: 3RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10010 BUSINESS PHONE: 2128663059 MAIL ADDRESS: STREET 1: 30 EAST 23RD STREET STREET 2: 3RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10010 SC 13G/A 1 hillman_sc13gadec312021.htm SC 13G/A

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. 1)*



HILLMAN SOLUTIONS CORP.

 
(Name of Issuer)

 

Common Stock, $0.0001 par value per share

 
(Title of Class of Securities)

 

431636109

 
(CUSIP Number)

 

 

December 31, 2021
(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

o Rule 13d-1(b)

x Rule 13d-1(c)

o Rule 13d-1(d)

 

 

*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 the disclosures provided in a prior cover page.

 

The information required in 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.  431636109  SCHEDULE 13G  

 

         
1

NAME OF REPORTING PERSONS

 

Bayberry Capital Partners LP

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o

(b) o

  
3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware, USA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 5

SOLE VOTING POWER

 

0

6

SHARED VOTING POWER

 

3,656,000*

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

3,656,000*

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,656,000*

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 

 o
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

2.0%*

12

TYPE OF REPORTING PERSON

 

IA

*See Item 4 for additional information.

 

 
 

 

 

CUSIP No.  431636109  SCHEDULE 13G  

 

         
1

NAME OF REPORTING PERSONS

 

Bayberry Master LP

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o

(b) o

  
3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 5

SOLE VOTING POWER

 

0

6

SHARED VOTING POWER

 

3,656,000*

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

3,656,000*

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,656,000*

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 

 o
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

2.0%*

12

TYPE OF REPORTING PERSON

 

OO

*See Item 4 for additional information.

 

 

 
 

 

 

 

CUSIP No. 431636109  SCHEDULE 13G  

 

Item 1.   (a) Name of Issuer

Hillman Solutions Corp., formerly known as Landcadia Holdings III, Inc. (the “Issuer”)

 

Item 1.   (b) Address of Issuer’s Principal Executive Offices

10590 Hamilton Avenue, Cincinnati, Ohio 45231

 

Item 2.   (a, b, c) Names of Person Filing, Address of Principal Business Office, Citizenship:

This report on Schedule 13G is being filed by Bayberry Capital Partners LP, a Delaware limited partnership (the “Firm”) and Bayberry Master LP, a Cayman Islands exempted limited partnership (“Bayberry Master”). The address for the Firm and Bayberry Master is: 30 East 23rd Street, 3rd Floor New York, NY 10010.

 

  

Item 2.   (d) Title of Class of Securities

Common Stock, $0.0001 par value per share (the “Common Stock”)

 

Item 2.   (e) CUSIP No.:

431636109 

 

Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person filing is a:

 

N/A

 

 

 
 

 

 

CUSIP No. 431636109  SCHEDULE 13G  

 

 

Item 4. Ownership

 

As reported in the cover pages to this report, the ownership information with respect to the Firm is as follows:

(a) Amount Beneficially Owned: 3,656,000*

(b) Percent of Class: 2.0%*

(c) Number of Shares as to which such person has:

(i) Sole power to vote or to direct the vote: 0

(ii) Shared power to vote or to direct the vote: 3,656,000*

(iii) Sole power to dispose or to direct the disposition of: 0

(iv) Shared power to dispose or to direct the disposition of: 3,656,000*

 

As reported in the cover pages to this report, the ownership information with respect to Bayberry Master is as follows:

(a) Amount Beneficially Owned: 3,656,000*

(b) Percent of Class: 2.0%*

(c) Number of Shares as to which such person has:

(i) Sole power to vote or to direct the vote: 0

(ii) Shared power to vote or to direct the vote: 3,656,000*

(iii) Sole power to dispose or to direct the disposition of: 0

(iv) Shared power to dispose or to direct the disposition of: 3,656,000*

 

*The Firm is the investment manager to Bayberry Master. As of December 31, 2021, the Firm, as the investment manager to Bayberry Master, may be deemed to beneficially own an aggregate of 3,656,000 shares of Common Stock of the Issuer held by Bayberry Master. Angela Aldrich exercises investment discretion with respect to these securities. Ownership percentages are based on 187,569,511 shares of Common Stock reported as issued and outstanding in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 3, 2021.

 

Item 5. Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X].

 

Item 6. Ownership of More Than Five Percent on Behalf of Another Person

Not Applicable.

Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

Not Applicable.

Item 8. Identification and Classification of Members of the Group

Not Applicable.

 
 

Item 9. Notice of Dissolution of Group 

Not Applicable.

Item 10. Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

 
 

 

 

CUSIP No. 431636109  SCHEDULE 13G  

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: February 16, 2022

 

 

Bayberry Capital Partners LP

 

By: /s/ Brian C. Smith

Brian C. Smith, Chief Operating Officer

 

 

Bayberry Master LP

 

By: /s/ Brian C. Smith

Brian C. Smith, Chief Operating Officer

 

 

 

 

 
 

 

 

CUSIP No. 431636109 SCHEDULE 13G  

 

 

 

 

Exhibit Index

 

1. Joint Filing Agreement, dated as of April 23, 2021, by and between Bayberry Capital Partners LP and Bayberry Master LP (incorporated by reference to Exhibit 1 to the Schedule 13G filed with the Securities and Exchange Commission on April 23, 2021).