UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
GP Strategies Corporation
(Name of Issuer)
Common Stock Common Stock, $0.01 par value per share
(Title of Class of Securities)
36225V104
(CUSIP Number)
Merihan Tynan
Cove Street Capital, LLC
2101 East El Segundo Boulevard. Suite 302
El Segundo, CA 90245
(424) 221-5897
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 23, 2021
(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 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.
** This Amendment No.7 dated July 23rd 2021 is to report that Cove Street Capital have ceased to be the beneficial owner of more than five percent of the class of GP Strategies Corporation Common Stock. (the “Issuer”). This amendment, supplements, amendment No.6 dated July 16 2021, which reflected more of a 1% change in beneficial ownership, which amends and supplements amendment No.5. dated May 3rd 2021, reflects a 1% change in beneficial ownership, which amends and supplements Amendment No. 4 dated December 3rd 2020, reflects a 1% change in beneficial ownership. This change is mainly due to a client termination and positions being transferred out in kind. This amendment amends and supplements Amendment No. 3” dated November 13th 2020, reflects a 1% change in beneficial ownership, which amends and supplements Amendment No. 2 dated October 26th 2020, which amends and supplements Amendment No. 1” dated May 20th 2020, adding the statement on Schedule 13D filed on November 21, 2019 (the "original Schedule 13D").
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. 36225V104 |
13D | Page 1 of 5 Pages | ||
| 1. | NAMES OF REPORTING PERSONS I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Cove Street Capital, LLC 27-5376591 |
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| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) ¨ |
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| 3. | SEC USE ONLY |
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| 4. | SOURCE OF FUNDS (see instructions) OO |
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| 5. | CHECK BOX 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 0 | ||
| 8. | SHARED VOTING POWER 567,972 | |||
| 9. | SOLE DISPOSITIVE POWER 0 | |||
| 10. | SHARED DISPOSITIVE POWER 655,904 (1) |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
655,904 |
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| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
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| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.76% (2) |
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| 14. | TYPE OF REPORTING PERSON (see instructions)
IA |
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| (1) The shared dispositive power includes 87,932 Shares (as defined herein) in a separately managed
account, which CSC (as defined herein) does not have any voting power over. (2) The percentage was calculated based on 17,445,756 shares of Common Stock outstanding as of April 29, 2021 as reported on the Form 10-Q filed by the Issuer on May 06, 2021. The total number of beneficial ownership also contains 6,100 shares owned by an account managed by Cove Street Capital in the name of Jeffrey Bronchick. The account is managed alongside other SMAs. |
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| CUSIP No. 36225V104 |
13D | Page 2 of 5 Pages | ||
| 1. | NAMES OF REPORTING PERSONS I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Jeffrey Bronchick |
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| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) ¨ |
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| 3. | SEC USE ONLY |
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| 4. | SOURCE OF FUNDS (see instructions) OO, PF |
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| 5. | CHECK BOX 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 0 | ||
| 8. | SHARED VOTING POWER 567,972 | |||
| 9. | SOLE DISPOSITIVE POWER 0 | |||
| 10. | SHARED DISPOSITIVE POWER 655,904 (1) |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
655,904 |
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| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
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| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.76% (2) |
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| 14. | TYPE OF REPORTING PERSON (see instructions)
IN |
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| (1) The shared dispositive power includes 87,932 Shares (as defined herein) in a separately managed
account, which CSC (as defined herein) does not have any voting power over.The total number of beneficial ownership also contains 6,100 shares owned by an account managed by Cove Street
Capital in the name of Jeffrey Bronchick. The account is managed alongside other SMA (2) The percentage was calculated based on 17,445,756 shares of Common Stock outstanding as of April 29, 2021 as reported on the Form 10-Q filed by the Issuer on May 06, 2021. |
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| CUSIP No. 36225V104 | 13D | Page 3 of 5 Pages | ||
Item 1. Security and Issuer.
This statement relates to the Common Stock, par value $0.01 per share (the "Shares"), of GP Strategies Corporation, a Delaware corporation (the "Issuer" or "GPX"). The address of the principal executive offices of the Issuer is 70 Corporate Center, 11000 Broken Land Parkway, Suite 200, Columbia, MD 21044.
Item 2. Identity and Background.
a) This statement is filed by:
(i) Cove Street Capital, LLC, a Delaware limited liability company (“CSC”), with respect to the Shares beneficially owned by it; and
(ii) Jeffrey Bronchick, as a member of CSC.
Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.
b) The address of the principal office of each of the Reporting Persons is 2101 East El Segundo Boulevard, Suite 302, El Segundo, CA 90245
c) The principal business of CSC is providing investment advisory and investment management services. Mr. Bronchick serves as a member of CSC.
d) No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
e) No Reporting Person has, during the last five years, 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 (1) enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or (2) finding any violation with respect to such laws.
f) CSC is organized under the laws of the state of Delaware. Mr. Bronchick is a citizen of the United States of America.
Item 3. Source or Amount of Funds or Other Consideration.
The Shares held by CSC were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated by reference herein. The aggregate purchase price of the 655,904 Shares beneficially owned by CSC is approximately 7,919,356 including brokerage commissions.
Item 4. Purpose of Transaction.
**This Amendment No.7 dated July 23rd 2021 is to report that Cove Street Capital have ceased to be the beneficial owner of more than five percent of the class of GP Strategies Corporation Common Stock. (the “Issuer”). This amendment, supplements, amendment No.6 dated July 16 2021, reflects more of a 1% change in beneficial ownership, which amends and supplements Amendment No.5. dated May 3rd 2021, reflects a 1% change in beneficial ownership, which amends and supplements Amendment No. 4 dated December 3rd 2020, reflects a 1% change in beneficial ownership. This change is mainly due to a client termination and positions being transferred out in kind. This amendment amends and supplements Amendment No. 3” dated November 13th 2020, reflects a 1% change in beneficial ownership, which amends and supplements Amendment No. 2 dated October 26th 2020, which amends and supplements Amendment No. 1” dated May 20th 2020, adding the statement on Schedule 13D filed on November 21, 2019 (the "original Schedule 13D").
As per original filing, the Reporting Persons purchased the Shares based on the Reporting Persons' belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. The Securities reported in this filing have been purchased and held for investment purposes on behalf of client accounts in which CSC has discretionary investment and voting power. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable. As such, CSC, subject to applicable legal requirements, may in the future acquire additional securities of the Issuer on behalf of CSC's clients or dispose of some or all of CSC's current holdings of the Securities in the ordinary course of CSC's business and the management of its client accounts.
Item 5. Interest in Securities of the Issuer.
The aggregate percentages calculated based on 17,445,756 shares of Common Stock outstanding as of April 29, 2021 as reported on the Form 10-Q filed by the Issuer on May 06, 2021.
| A. | CSC |
| (a) | As of the close of business on July 23, 2021, CSC beneficially owned 655,904 Shares. |
Percentage: Approximately 3.76%
| (b) | 1.
Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 56,7972 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 655,904 |
| (c) | The transactions in the Shares by CSC in the past 60 days are set forth in Schedule A and are incorporated herein by reference. |
| B. | Mr. Bronchick |
| (a) | As of the close of business on July 23, 2021, Mr. Bronchick beneficially owns any GPX Common Stock, however as a member of CSC, Mr. Bronchick may be deemed the beneficial owner of the 655,904 Shares owned by CSC. |
Percentage: Approximately 3.76%
| (b) | 1.
Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 567,972 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 655,904 |
| (c) | Outside of the account under the Management of Cove Street Capital, Mr. Bronchick has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of CSC in the past 60 days are set forth in Schedule A and are incorporated in amendment 4. This amendment is to reflect Cove street Capital ceasing to hold over 5% of the common stock. |
The filing of this Schedule 13D shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any of the securities reported herein. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that are not directly owned by such Reporting Person, except to the extent of their pecuniary interest therein.
| (d) | No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares. |
| (e) | Not applicable. |
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Except as otherwise described in the original Schedule 13D, there are no contracts, arrangements, understandings, or relationships (legal or otherwise) among CSC, or between any third party, with respect to any securities of the Issuer.
Item 7. Material to Be Filed as Exhibits.
N/A.
| CUSIP No. 36225V104 | 13D | Page 4 of 5 Pages | ||
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: July 23, 2021
| Cove Street Capital LLC |
/s/ Merihan Tynan Name: Merihan Tynan |
| Title: Chief Compliance Officer; Principal |
/s/ Jeffrey Bronchick Jeffrey Bronchick |
| CUSIP No. 36225V104 | 13D | Page 5 of 5 Pages | ||
SCHEDULE A
Transactions in the Shares in the past 60 days
COVE STREET CAPITAL, LLC
| Buys/Sells | Quantity | Unit Price | Date |
| Sale of Common Stock | 13,933.00 | $ 17.74 | 6/1/2021 |
| Sale of Common Stock | 100.00 | $ 16.56 | 6/3/2021 |
| Sale of Common Stock | 19,900.00 | $ 16.11 | 6/4/2021 |
| Sale of Common Stock | 10,000.00 | $ 16.24 | 6/7/2021 |
| Sale of Common Stock | 8,437.00 | $ 16.31 | 6/8/2021 |
| Sale of Common Stock | 10,163.00 | $ 16.09 | 6/9/2021 |
| Transfer out in Kind - no open market transaction | 27,000.00 | $ 16.07 | 6/15/2021 |
| Purchase of Common Stock | 6,800.00 | $ 15.09 | 6/28/2021 |
| Purchase of Common Stock | 2,620.00 | $ 15.47 | 6/29/2021 |
| Purchase of Common Stock | 14,100.00 | $ 15.73 | 6/30/2021 |
| Sale of Common Stock | 445,679.00 | $ 20.12 | 7/15/2021 |
| Sale of Common Stock | 6,011.00 | $ 20.23 | 7/16/2021 |
| Sale of Common Stock | 54,614.00 | $ 20.24 | 7/19/2021 |
| Sale of Common Stock | 236,075.00 | $ 20.24 | 7/20/2021 |
| Sale of Common Stock | 81,250.00 | $ 20.43 | 7/21/2021 |
| Sale of Common Stock | 99,478.00 | $ 20.34 | 7/22/2021 |
| Sale of Common Stock | 32,016.00 | $ 20.37 | 7/23/2021 |