13D Filing: Lone Star Value Management and Superior Drilling Products Inc. (SDPI)

The following constitutes
Amendment No. 3 to the Schedule 13D filed by the undersigned (“Amendment No. 3”). This Amendment No. 3 amends the
Schedule 13D as specifically set forth herein.

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 is hereby
amended and restated to read as follows:

The Shares purchased
by Lone Star Value Investors 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 1,300,000 Shares beneficially owned by Lone Star Value
Investors is approximately $1,431,300, including brokerage commissions.

Item 5.

Interest in Securities of the Issuer.

 Items
5(a)-(c) are hereby amended and restated to read as follows:

The aggregate percentage
of Shares reported owned by each person named herein is based upon 24,197,148 Shares outstanding as of May 11, 2017, which is the
total number of Shares reported outstanding in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on
May 15, 2017.

A.

Lone Star Value Investors

(a)

As of the close of business on June 12, 2017, Lone Star Value Investors beneficially owned 1,300,000 Shares.

Percentage: Approximately 5.4%

(b)

1. Sole power to vote or direct vote: 1,300,000 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 1,300,000 4. Shared power to dispose or direct the disposition: 0

(c)

The transactions in the Shares by Lone Star Value Investors since the filing of Amendment No. 2 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

B.

Lone Star Value Co-Invest I

(a)

As of the close of business on June 12, 2017, Lone Star Value Co-Invest I did not beneficially own any Shares.

Percentage: 0%

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 0