13D Filing: Hennessy Capital Partners Ii Llc and Daseke Inc. (NASDAQ:DSKE)

 

EXPLANATORY NOTE

 

This Schedule 13D/A is being filed as an amendment (Amendment No. 1) to the statement on Schedule 13D filed with the Securities and Exchange Commission (SEC) on behalf of Hennessy Capital Partners II LLC (Hennessy Capital Sponsor), Hennessy Capital LLC (Hennessy Capital) and Daniel J. Hennessy (together with Hennessy Capital Sponsor and Hennessy Capital, the Reporting Persons), with respect to the common stock of Daseke, Inc. (the Issuer) on March 8, 2017 (the Schedule 13D), pursuant to Rule 13d-2 of the Securities Exchange Act of 1934, as amended, to amend and supplement certain information set forth below in the items indicated. Only those items that are amended or supplemented are reported herein. All capitalized terms used in this Amendment No. 1 and not otherwise defined herein have the meanings ascribed to such terms in the Schedule 13D.

 

The Reporting Persons are filing this Amendment No. 1 to report (i) the distribution of shares of Common Stock and warrants to purchase Common Stock by Hennessy Capital Sponsor on a pro rata basis to its members or their permitted transferees, including to Mr. Hennessy, and (ii) that the Reporting Persons ceased to beneficially own more than five percent of the class of Common Stock.

 

Item 4. Purpose of Transaction.

 

Item 4 of the Schedule 13D is supplemented and amended to add the following:

 

On March 21, 2017, Hennessy Capital Sponsor made a pro rata distribution (for no consideration) to its members of all of the 1,848,043 shares of Common Stock and warrants to purchase 7,540,378 shares of Common Stock that it owned (the Distribution). As a result of the Distribution, Mr. Hennessy received (i) 625,998 shares of Common Stock and (ii) warrants to purchase 187,500 shares of Common Stock.

 

Item 5. Interest in Securities of the Issuer.

 

Item 5 of the Schedule 13D is amended and restated in its entirety as follows:

 

(a)-(b) The Reporting Persons current beneficial ownership in the Issuer and the Common Stock arising from such ownership is set forth on the cover pages to this Amendment No. 1 and is incorporated by reference herein. The ownership percentages appearing on such cover pages have been calculated based on a total of 37,715,960 shares of Common Stock outstanding as of March 20, 2017, as disclosed in the Registration Statement on Form S-3, as amended, filed by the Issuer with the SEC on March 21, 2017.

 

(c) Except as set forth herein and elsewhere in the Schedule 13D, there have been no other transactions in the class of securities reported on that were effected within the past sixty days.

 

(d) Not applicable.

 

(e) As a result of the Distribution, the Reporting Persons ceased to be the beneficial owners of more than five percent (5%) of the class of Common Stock on March 20, 2017.

 

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