0001209191-24-005727.txt : 20240524 0001209191-24-005727.hdr.sgml : 20240524 20240524165910 ACCESSION NUMBER: 0001209191-24-005727 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240522 FILED AS OF DATE: 20240524 DATE AS OF CHANGE: 20240524 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Mill Road Capital III GP LLC CENTRAL INDEX KEY: 0001767178 ORGANIZATION NAME: STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-06615 FILM NUMBER: 24985302 BUSINESS ADDRESS: STREET 1: 334 PEMBERWICK ROAD STREET 2: SECOND FLOOR CITY: GREENWICH STATE: CT ZIP: 06831 BUSINESS PHONE: 203-987-3500 MAIL ADDRESS: STREET 1: C/O MILL ROAD CAPITAL MANAGEMENT LLC STREET 2: 328 PEMBERWICK ROAD CITY: GREENWICH STATE: CT ZIP: 06831 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LYNCH THOMAS E CENTRAL INDEX KEY: 0001244666 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-06615 FILM NUMBER: 24985301 MAIL ADDRESS: STREET 1: 382 GREENWICH AVE STREET 2: SUITE ONE CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Petito Deven CENTRAL INDEX KEY: 0002005288 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-06615 FILM NUMBER: 24985300 MAIL ADDRESS: STREET 1: C/O MILL ROAD CAPITAL MANAGEMENT LLC STREET 2: 328 PEMBERWICK ROAD CITY: GREENWICH STATE: CT ZIP: 06831 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Mill Road Capital III, L.P. CENTRAL INDEX KEY: 0001767199 ORGANIZATION NAME: STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-06615 FILM NUMBER: 24985303 BUSINESS ADDRESS: STREET 1: 334 PEMBERWICK ROAD STREET 2: SECOND FLOOR CITY: GREENWICH STATE: CT ZIP: 06831 BUSINESS PHONE: 203-987-3500 MAIL ADDRESS: STREET 1: C/O MILL ROAD CAPITAL MANAGEMENT LLC STREET 2: 328 PEMBERWICK ROAD CITY: GREENWICH STATE: CT ZIP: 06831 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SUPERIOR INDUSTRIES INTERNATIONAL INC CENTRAL INDEX KEY: 0000095552 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] ORGANIZATION NAME: 04 Manufacturing IRS NUMBER: 952594729 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 26600 TELEGRAPH ROAD CITY: SOUTHFIELD STATE: MI ZIP: 48033 BUSINESS PHONE: 248-352-7300 MAIL ADDRESS: STREET 1: 26600 TELEGRAPH ROAD CITY: SOUTHFIELD STATE: MI ZIP: 48033 4 1 doc4.xml FORM 4 SUBMISSION X0508 4 2024-05-22 0 0000095552 SUPERIOR INDUSTRIES INTERNATIONAL INC SUP 0001767199 Mill Road Capital III, L.P. 328 PEMBERWICK ROAD GREENWICH CT 06831 0 0 1 0 0001767178 Mill Road Capital III GP LLC 328 PEMBERWICK ROAD GREENWICH CT 06831 0 0 1 0 0001244666 LYNCH THOMAS E 328 PEMBERWICK ROAD GREENWICH CT 06831 0 0 1 0 0002005288 Petito Deven 328 PEMBERWICK ROAD GREENWICH CT 06831 1 0 0 0 0 Common Stock, $0.01 par value 4380940 D Common Stock, $0.01 par value 2024-05-22 4 J 0 37338 0.00 A 53542 I See Footnote The shares reported are directly held by Mill Road Capital III, L.P. (the "Fund"). Mill Road Capital III GP LLC (the "GP") is the sole general partner of the Fund and has sole authority to vote (or direct the vote of), and to dispose (or direct the disposal) of, these shares on behalf of the Fund. Each of Messrs. Lynch and Petito is a management committee director of the GP. Mr. Lynch has shared authority to vote (or direct the vote of), and to dispose (or direct the disposal) of, these shares on behalf of the GP. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any. Represents the Reporting Persons' acquisition of an indirect pecuniary interest in restricted stock units ("RSUs") granted by the issuer to Mr. Petito in accordance with Rule 16b-3(d) (as described in transaction code "A") as compensation for serving as a member of the issuer's board of directors. Pursuant to a pre-existing contractual obligation, Mill Road Capital Management, LLC, an affiliate of the Reporting Persons that does not have Section 13(d) beneficial ownership of any securities of the issuer, has the right to receive the economic benefit of the reported shares and, accordingly, Mr. Petito has no direct pecuniary interest in such shares. The Reporting Persons disclaim beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any. /s/ Deven Petito, Management Committee Director of sole general partner on behalf of Mill Road Capital III, L.P. 2024-05-24 /s/ Deven Petito, Management Committee Director on behalf of Mill Road Capital III GP LLC 2024-05-24 /s/ Deven Petito on behalf of Thomas E. Lynch by power of attorney 2024-05-24 /s/ Deven Petito 2024-05-24