13D Filing: Nierenberg Investment Management and Houston Wire & Cable Co (HWCC)

1

NAME OF REPORTING PERSONS

The DIII Offshore Fund, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)     (a) [X]     (b) [  ]

3

SEC USE ONLY

4

SOURCE OF FUNDS (See Instructions)

WC

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [   ]

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Bahamas

NUMBER OF SHARES

BENEFICIALLY

7

SOLE VOTING POWER

0

OWNED BY

EACH

REPORTING

8

SHARED VOTING POWER

74,145

PERSON

WITH

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

74,145

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

74,145

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES    [ ]

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Less than 1%

14

TYPE OF REPORTING PERSON

PN