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

Published on June 13, 2017 at 3:41 pm by Insider Monkey Staff in Hedge Funds

You can access the original SEC filing by clicking here.

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
LONE STAR VALUE INVESTORS 1,300,000 1,300,000 0 1,300,000 5.4%
LONE STAR VALUE CO-INVEST I 1,300,000 1,300,000 1,300,000 0%
LONE STAR VALUE INVESTORS GP 1,300,000 1,300,000 1,300,000 5.4%
LONE STAR VALUE MANAGEMENT 1,300,000 1,300,000 1,300,000 5.4%
JEFFREY E. EBERWEIN 5.4%

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Page 1 of 11 – SEC Filing

UNITED STATES

SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 3)1

Superior Drilling Products, Inc.

(Name
of Issuer)

Common Stock,
par value $0.001 per share

(Title of Class of Securities)

868153107

(CUSIP Number)

jeffrey
E. eberwein

lone
star value management, LLC

53 Forest Avenue, 1st Floor

Old Greenwich, Connecticut 06870

(203) 489-9500

STEVE WOLOSKY

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices
and Communications)

June 8, 2017

(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.

1
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.

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).

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Page 2 of 11 – SEC Filing

1 NAME OF REPORTING PERSON
LONE STAR VALUE INVESTORS, LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☒
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,300,000
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
1,300,000
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,300,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4%
14 TYPE OF REPORTING PERSON
PN
2

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Page 3 of 11 – SEC Filing

1 NAME OF REPORTING PERSON
LONE STAR VALUE CO-INVEST I, LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☒
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY – 0 –
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
– 0 –
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
– 0 –
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON
PN
3

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Page 4 of 11 – SEC Filing

1 NAME OF REPORTING PERSON
LONE STAR VALUE INVESTORS GP, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☒
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,300,000
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
1,300,000
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,300,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4%
14 TYPE OF REPORTING PERSON
OO
4

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Page 5 of 11 – SEC Filing

1 NAME OF REPORTING PERSON
LONE STAR VALUE MANAGEMENT, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☒
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
CONNECTICUT
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,300,000
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
1,300,000
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,300,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4%
14 TYPE OF REPORTING PERSON
OO
5

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Page 6 of 11 – SEC Filing

1 NAME OF REPORTING PERSON
JEFFREY E. EBERWEIN
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☒
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,300,000
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING -0-
PERSON WITH 9 SOLE DISPOSITIVE POWER
1,300,000
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,300,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4%
14 TYPE OF REPORTING PERSON
IN
6

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Page 7 of 11 – SEC Filing

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
7

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Page 8 of 11 – SEC Filing

(c) Lone Star Value Co-Invest I has not entered into any
transactions in the Shares since the filing of Amendment No. 2 to the Schedule 13D.
C. Lone Star Value GP
(a) Lone Star Value GP, as the general partner of Lone Star Value Investors and Lone Star Value Co-Invest
I, may be deemed the beneficial owner of the 1,300,000 Shares owned by Lone Star Value Investors.

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) Lone Star Value GP has not entered into any transactions in the Shares since the filing of Amendment
No. 2 to the Schedule 13D. The transactions in the Shares on behalf of 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.
D. Lone Star Value Management
(a) As of the close of business on June 12, 2017, no Shares were held in the Separately Managed Account.
Lone Star Value Management, as the investment manager of Lone Star Value Investors, Lone Star Value Co-Invest I and the Separately
Managed Account, may be deemed the beneficial owner of the 1,300,000 Shares owned by Lone Star Value Investors.

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) Lone Star Value Management has not entered into any transactions in the Shares since the filing
of Amendment No. 2 to the Schedule 13D. The transactions in the Shares on behalf of 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.
E. Mr. Eberwein
(a) Mr. Eberwein, as the manager of Lone Star Value GP and sole member of Lone Star Value Management,
may be deemed the beneficial owner of the 1,300,000 Shares owned by Lone Star Value Investors.

Percentage: Approximately 5.4%

8

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Page 9 of 11 – SEC Filing

(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) Mr. Eberwein has not entered into any transactions in the Shares since the filing of Amendment
No. 2 to the Schedule 13D. The transactions in the Shares on behalf of 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.
9

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Page 10 of 11 – SEC Filing

SIGNATURES

After reasonable inquiry
and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement
is true, complete and correct.

Dated: June 12, 2017

Lone Star Value Investors, LP
By: Lone Star Value Investors GP, LLC
General Partner
By: /s/ Jeffrey E. Eberwein
Name: Jeffrey E. Eberwein
Title: Manager
Lone Star Value Co-Invest I, LP
By: Lone Star Value Investors GP, LLC
General Partner
By: /s/ Jeffrey E. Eberwein
Name: Jeffrey E. Eberwein
Title: Manager
Lone Star Value Investors GP, LLC
By: /s/ Jeffrey E. Eberwein
Name: Jeffrey E. Eberwein
Title: Manager
Lone Star Value Management, LLC
By: /s/ Jeffrey E. Eberwein
Name: Jeffrey E. Eberwein
Title: Sole Member
/s/ Jeffrey E. Eberwein
Jeffrey E. Eberwein
10

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Page 11 of 11 – SEC Filing

SCHEDULE A

Transactions in the Securities
of the Issuer since the filing of Amendment No. 2 to the Schedule 13D

Shares of Common Stock

Purchased/(Sold)

Price Per

Share ($)

Date of

Purchase / Sale

LONE STAR VALUE INVESTORS, LP

(39,325) 0.7504 06/06/2017
(14,266) 0.7502 06/07/2017
(235,809) 0.6307 06/08/2017
(50,000) 0.6000 06/08/2017
(50,000) 0.6085 06/08/2017

 

 

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