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

This Amendment No. 1 to Schedule 13D (this “Amendment”) amends the below-indicated items from the Schedule 13D with respect to the shares of common stock (the “Common Stock”) of Houston Wire & Cable Company, (“HWCC” or “the Company”) previously filed by or on behalf of the Reporting Persons (as defined below) (the “Schedule 13D”), by supplementing such Items with the information below.

Item 4.  Purpose of Transaction

Item 4 is hereby amended to add the following:

On January 4, 2018, the Reporting Persons sent a letter to the Chairman of the board of directors of the Issuer, which is filed as an exhibit hereto under Item 7, and is hereby incorporated by reference in this Item 4.

Item 5.  Interest in Securities of the Issuer

Item 5(a) is hereby amended and restated to read as follows:

As of the close of business on the date hereof, the Family Fund individually beneficially owned 427,891 Shares, constituting approximately 2.6% of all of the outstanding Shares.

As of the close of business on the date hereof, the Bulldog Fund individually beneficially owned 985,794 Shares, constituting approximately 6.0% of all of the outstanding Shares.

As of the close of business on the date hereof, the Offshore Fund individually beneficially owned 74,145 Shares, constituting less than 1% of all of the outstanding Shares.

By virtue of its relationships with each of the Family Fund, the Bulldog Fund and the Offshore Fund discussed in further detail in Item 2, NIMCO may be deemed to be the beneficial owner of the 1,487,830 Shares, beneficially owned in the aggregate by the Family Fund, the Bulldog Fund and the Offshore Fund, constituting approximately 9.0% of all of the outstanding Shares.

By virtue of its relationships with the Offshore Fund discussed in further detail in Item 2, NIMO may be deemed to be the beneficial owner of the 74,145 Shares, beneficially owned by the Offshore Fund, constituting less than 1% of all of the outstanding Shares.

By virtue of his relationship with NIMCO and NIMO discussed in further detail in Item 2, Mr. Nierenberg may be deemed to be the beneficial owner of the 1,487,830 Shares beneficially owned by NIMCO and NIMO, constituting approximately 9.0% of all of the outstanding Shares.

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The Reporting Persons, in the aggregate, beneficially own 1,487,830 Shares, constituting approximately 9.0% of the outstanding Shares.

Item 5(b) is hereby amended and restated to read as follows:

The Bulldog Fund, NIMCO and Mr. Nierenberg have shared power (i) to vote or direct the vote of, and (ii) to dispose or direct the disposition of, the 985,794 Shares held by the Bulldog Fund.

The Offshore Fund, NIMO and Mr. Nierenberg have shared power (i) to vote or direct the vote of, and (ii) to dispose or direct the disposition of, the 74,145 Shares held by the Offshore Fund.

Item 5(c) is hereby amended and restated to read as follows:

 (c)  During the past sixty (60) days the following purchases of Shares were made by the Reporting Persons named below in open market transaction: