According to a recent 13D filing with the US Securities and Exchange Commission, John H. Lewis‘ Osmium Partners owns 433,629 shares of CRA International, Inc. (NASDAQ:CRAI), which represent 4.9% of the company’s total amount of shares. This is 64,500 shares less than Osmium Partners held in January current year, as reported in a previous 13D filing. It was also revealed in the filing that Osmium Partners will continue to follow company’s moves and may enter into discussions with the management and propose some changes, while also reserving rights to buy, hold or sell more shares of the company.
CRA International, Inc. (NASDAQ:CRAI) is a consulting firm that offers a variety of services covering the fields of management consulting, litigation, regulatory and financial consulting. Over the past 12 months, the company’s shares have lost 29.78%.
At the end of 2015, among the hedge funds tracked by Insider Monkey, 12 reported holding long positions including Osmium Partners with the biggest position. Other investors that were bullish on this stock are Chuck Royce’s Royce & Associates, which holds a $4.8 million position, and Jim Simons’s Renaissance Technologies, Paul Hondros’s AlphaOne Capital Partners and Cliff Asness’s AQR Capital Management.
On the other hand, investors who lost interest in this stock and sold off their shares are Matthew Hulsizer’s PEAK6 Capital Managemen, which dumped the biggest positions, worth about $0.6 million in stock, and Chao Ku’s fund, Nine Chapters Capital Management, which dropped about $0.4 million worth of shares.
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 |
---|---|---|---|---|---|---|
John H. Lewis | 0 | 433,629 | 0 | 433,629 | 433,629 | 4.9% |
Osmium Partners | 0 | 433,629 | 0 | 433,629 | 433,629 | 4.9% |
Osmium Capital | 0 | 162,561 | 0 | 162,561 | 162,561 | 1.8% |
Osmium Capital II | 0 | 103,366 | 0 | 103,366 | 103,366 | 1.2% |
Osmium Spartan | 0 | 66,700 | 0 | 66,700 | 66,700 | 0.8% |
Osmium Diamond | 0 | 101,002 | 0 | 101,002 | 101,002 | 1.1% |
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Page 1 of 11 – SEC Filing
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 1)*
CRA
International, Inc.
(Name of Issuer)
Common Stock
(Title of
Class of Securities)
12618T105
(CUSIP Number)
Osmium
Partners, LLC
300 Drakes Landing Road, Suite 172
Greenbrae, CA 94904
Attention: John H. Lewis
Telephone: (415) 785-4044
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
April 18, 2016
(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 Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7(b)
for other parties to whom copies are to be sent.
* | The remainder of this cover page shall be filled out for a reporting persons 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 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
CUSIP No. 12618T105 |
1. | Names of I.R.S. Identification Nos. of above persons (entities only). John H. Lewis | |||||
2. | Check the Appropriate Box if a Member (a) ¨ (b) x | |||||
3. | SEC Use Only | |||||
4. | Source of Funds AF | |||||
5. | Check Box if Disclosure of Legal | |||||
6. | Citizenship or Place of United States | |||||
Number of Shares Beneficially owned by Each Reporting Person With: | 7. | Sole Voting Power 0 | ||||
8. | Shared Voting Power 433,629 | |||||
9. | Sole Dispositive Power 0 | |||||
10. | Shared Dispositive Power 433,629 | |||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person 433,629 | |||||
12. | Check if the Aggregate Amount in Row | |||||
13. | Percent of Class Represented by Amount 4.9% | |||||
14. | Type of Reporting Person (See IN |
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Page 3 of 11 – SEC Filing
CUSIP No.12618T105 |
1. | Names of I.R.S. Identification Nos. of above persons (entities only). Osmium Partners, LLC | |||||
2. | Check the Appropriate Box if a Member (a) ¨ (b) x | |||||
3. | SEC Use Only | |||||
4. | Source of Funds AF | |||||
5. | Check Box if Disclosure of Legal | |||||
6. | Citizenship or Place of Delaware | |||||
Number of Shares Beneficially owned by Each Reporting Person With: | 7. | Sole Voting Power 0 | ||||
8. | Shared Voting Power 433,629 | |||||
9. | Sole Dispositive Power 0 | |||||
10. | Shared Dispositive Power 433,629 | |||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person 433,629 | |||||
12. | Check if the Aggregate Amount in Row | |||||
13. | Percent of Class Represented by Amount 4.9% | |||||
14. | Type of Reporting Person (See IA, OO |
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Page 4 of 11 – SEC Filing
CUSIP No. 12618T105 |
1. | Names of I.R.S. Identification Nos. of above persons (entities only). Osmium Capital, LP | |||||
2. | Check the Appropriate Box if a Member (4) ¨ (b) x | |||||
3. | SEC Use Only | |||||
4. | Source of Funds WC | |||||
5. | Check Box if Disclosure of Legal | |||||
6. | Citizenship or Place of Delaware | |||||
Number of Shares Beneficially owned by Each Reporting Person With: | 7. | Sole Voting Power 0 | ||||
8. | Shared Voting Power 162,561 | |||||
9. | Sole Dispositive Power 0 | |||||
10. | Shared Dispositive Power 162,561 | |||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person 162,561 | |||||
12. | Check if the Aggregate Amount in Row | |||||
13. | Percent of Class Represented by Amount 1.8% | |||||
14. | Type of Reporting Person (See PN |
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Page 5 of 11 – SEC Filing
CUSIP No. 12618T105 |
1. | Names of I.R.S. Identification Nos. of above persons (entities only). Osmium Capital II, LP | |||||
2. | Check the Appropriate Box if a Member (4) ¨ (b) x | |||||
3. | SEC Use Only | |||||
4. | Source of Funds WC | |||||
5. | Check Box if Disclosure of Legal | |||||
6. | Citizenship or Place of Delaware | |||||
Number of Shares Beneficially owned by Each Reporting Person With: | 7. | Sole Voting Power 0 | ||||
8. | Shared Voting Power 103,366 | |||||
9. | Sole Dispositive Power 0 | |||||
10. | Shared Dispositive Power 103,366 | |||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person 103,366 | |||||
12. | Check if the Aggregate Amount in Row | |||||
13. | Percent of Class Represented by Amount 1.2% | |||||
14. | Type of Reporting Person (See PN |
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Page 6 of 11 – SEC Filing
CUSIP No. 12618T105 |
1. | Names of I.R.S. Identification Nos. of above persons (entities only). Osmium Spartan, LP | |||||
2. | Check the Appropriate Box if a Member (a) ¨ (b) x | |||||
3. | SEC Use Only | |||||
4. | Source of Funds WC | |||||
5. | Check Box if Disclosure of Legal | |||||
6. | Citizenship or Place of Delaware | |||||
Number of Shares Beneficially owned by Each Reporting Person With: | 7. | Sole Voting Power 0 | ||||
8. | Shared Voting Power 66,700 | |||||
9. | Sole Dispositive Power 0 | |||||
10. | Shared Dispositive Power 66,700 | |||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person 66,700 | |||||
12. | Check if the Aggregate Amount in Row | |||||
13. | Percent of Class Represented by Amount 0.8% | |||||
14. | Type of Reporting Person (See PN |
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Page 7 of 11 – SEC Filing
CUSIP No. 12618T105 |
1. | Names of I.R.S. Identification Nos. of above persons (entities only). Osmium Diamond, LP | |||||
2. | Check the Appropriate Box if a Member (a) ¨ (b) x | |||||
3. | SEC Use Only | |||||
4. | Source of Funds WC | |||||
5. | Check Box if Disclosure of Legal | |||||
6. | Citizenship or Place of Delaware | |||||
Number of Shares Beneficially owned by Each Reporting Person With: | 7. | Sole Voting Power 0 | ||||
8. | Shared Voting Power 101,002 | |||||
9. | Sole Dispositive Power 0 | |||||
10. | Shared Dispositive Power 101,002 | |||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person 101,002 | |||||
12. | Check if the Aggregate Amount in Row | |||||
13. | Percent of Class Represented by Amount 1.1% | |||||
14. | Type of Reporting Person (See PN |
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Page 8 of 11 – SEC Filing
EXPLANATORY NOTE
The Reporting Persons beneficial ownership has dropped below the 5% Schedule 13D reporting threshold. Therefore, this amendment No. 1 constitutes the
final amendment to the Reporting Persons Schedule 13D and an exit filing for the Reporting Person and terminates the Reporting Persons obligation to further amend the Schedule 13D.
ITEM 3. Source and Amount of Funds or Other Consideration
Item 3 is hereby amended and restated in its entirety as follows:
The source and amount of funds (excluding commissions) used by the Funds in making their purchase of the shares of Common Stock, which includes Common Stock
issuable upon the exercise of Options exercisable within 60 days (Options), owned by each of them in the aggregate was $9,433,930.66 from working capital.
One or more of the Reporting Persons effect purchases of securities through margin accounts which may extend margin credit to the Reporting Persons as and
when required to open or carry positions in the margin accounts, subject to applicable federal margin regulations, stock exchange rules and brokers credit policies. In such instances, the positions held in the margin accounts are pledged as
collateral security for the repayment of debit balances in the accounts.
ITEM 4. Purpose of Transaction
Item 4 is hereby amended and restated in its entirety as follows:
The Reporting Persons have acquired the Issuers Common Stock for investment purposes, and such purchases have been made in the Reporting Persons
ordinary course of business.
In pursuing such investment purposes, the Reporting Persons may further purchase, hold, vote, trade, dispose or otherwise
deal in the Common Stock at times, and in such manner, as they deem advisable to benefit from changes in market prices of such Common Stock, changes in the Issuers operations, business strategy or prospects, or from sale or merger of the
Issuer. To
evaluate such alternatives, the Reporting Persons will routinely monitor the Issuers operations, prospects, business development,
management, competitive and strategic matters, capital structure, and prevailing market conditions, as well as alternative investment opportunities, liquidity requirements of the Reporting Persons and other investment considerations. Consistent with
its investment research methods and evaluation criteria, the Reporting Persons may discuss such matters with management or directors of the Issuer, other shareholders, industry analysts, existing or potential strategic partners or competitors,
investment and financing professionals, sources of credit and other investors. Such factors and discussions may materially affect, and result in, the Reporting Persons modifying their ownership of the Issuers Common Stock, exchanging
information with the Issuer pursuant to appropriate confidentiality or similar agreements, proposing changes in the Issuers operations, governance or capitalization, or in proposing one or more of the other actions described in subsections (a)
through (j) of Item 4 of Schedule 13D.
The Reporting Persons reserve the right to formulate other plans and/or make other proposals, and take such
actions with respect to their investment in the Issuer, including any or all of the actions set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D, or acquire additional shares or dispose of all the shares beneficially owned by them, in
the public market or privately negotiated transactions. The Reporting Persons may at any time reconsider and change their plans or proposals relating to the foregoing.
ITEM 5. Interest in Securities of the Issuer
Item 5
is hereby amended and restated in its entirety as follows:
(a) The Reporting Persons beneficially own:
(i) | Fund I directly owns 162,561 shares of Common Stock representing 1.8% of all of the outstanding shares of Common Stock of the Issuer. |
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Page 9 of 11 – SEC Filing
(ii) | Fund II directly owns 103,366 shares of Common Stock representing 1.2% of all of the outstanding shares of Common Stock of the Issuer. |
(iii) | Fund III directly owns 66,700 shares of Common Stock representing 0.8% of all of the outstanding shares of Common Stock of the Issuer. |
(iv) | Fund IV directly owns 101,002 shares of Common Stock representing 1.1% of all of the outstanding shares of Common Stock of the Issuer. |
(v) | Osmium Partners, as the general partner of each of the Funds, may be deemed to beneficially own the 433,629 shares of Common Stock held by them, representing 4.9% of all of the outstanding shares of Common Stock of the Issuer. |
(vi) | Mr. Lewis individually does not own any shares of Common Stock or Options. However, Mr. Lewis may be deemed to be the beneficial owner of the shares of Common Stock and Options beneficially owned by Osmium Partners. |
(vii) | Collectively, the Reporting Persons beneficially own 433,629 shares of Common Stock, representing 4.9% of all of the outstanding shares of Common Stock. |
Each Reporting Person disclaims beneficial ownership with respect to any shares of Common Stock other than the shares owned directly and of record by such
Reporting Person.
The percentages set forth in this response are based on the 8,927,972 shares of Common Stock outstanding as of February 26, 2016, as
reported by the Issuer in its Annual Report on Form 10-K for the fiscal year ended January 2, 2016 as filed with the SEC on March 4, 2016.
(b) Osmium
Partners and Mr. Lewis may be deemed to share with Fund I, Fund II, Fund III and Fund IV (and not with any third party) the power to vote or direct the vote of and to dispose or direct the disposition of the 162,561 shares of Common Stock, 103,366
shares of Common Stock, 66,700 shares of Common Stock and 101,002 shares of Common Stock reported herein, respectively.
(c) The following Reporting
Persons engaged in the following open-market transactions with respect to the Issuers Common Stock during the last 60 days:
Osmium Capital,
LP
Transaction Date | Number of Shares | Price per Share | Type of Transaction | |||||||
2/19/2016 | 22 | 0 | Option Expiration | |||||||
2/19/2016 | 10 | 0 | Option Expiration | |||||||
3/11/2016 | 3000 | 19.9 | Sale | |||||||
3/16/2016 | 4000 | 20.04 | Sale | |||||||
3/16/2016 | 1500 | 20.04 | Sale | |||||||
3/18/2016 | 500 | 20.629 | Sale | |||||||
3/18/2016 | 4500 | 20.629 | Sale | |||||||
3/22/2016 | 2500 | 20.7172 | Sale | |||||||
3/23/2016 | 1500 | 20.264 | Sale | |||||||
3/23/2016 | 2000 | 20.264 | Sale | |||||||
3/23/2016 | 4000 | 20.264 | Sale | |||||||
3/24/2016 | 2000 | 19.6726 | Sale | |||||||
3/30/2016 | 700 | 19.9044 | Sale | |||||||
3/30/2016 | 2396 | 19.9044 | Sale | |||||||
3/30/2016 | 3000 | 19.9044 | Sale | |||||||
3/30/2016 | 254 | 19.9044 | Sale | |||||||
3/30/2016 | 3900 | 19.9044 | Sale | |||||||
3/30/2016 | 12750 | 19.9044 | Sale | |||||||
4/13/2016 | 1600 | 19.9575 | Sale | |||||||
4/18/2016 | 8854 | 19.8423 | Sale | |||||||
4/18/2016 | 7000 | 19.8423 | Sale | |||||||
4/18/2016 | 1000 | 19.8423 | Sale |
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Page 10 of 11 – SEC Filing
4/18/2016 | 2000 | 19.8423 | Sale | |||||||
4/18/2016 | 2000 | 19.8423 | Sale | |||||||
4/18/2016 | 1146 | 19.8423 | Sale | |||||||
4/18/2016 | 2000 | 19.8423 | Sale | |||||||
4/18/2016 | 1500 | 19.8423 | Sale | |||||||
4/18/2016 | 3200 | 19.8423 | Sale | |||||||
4/18/2016 | 1300 | 19.8423 | Sale |
Osmium Capital II, LP
Transaction Date | Number of Shares | Price per Share | Type of Transaction | |||||||
2/19/2016 | 5 | 0 | Option Expiration | |||||||
2/19/2016 | 15 | 0 | Option Expiration | |||||||
3/11/2016 | 584 | 19.9 | Sale | |||||||
3/11/2016 | 1416 | 19.9 | Sale | |||||||
3/16/2016 | 2500 | 20.04 | Sale | |||||||
3/18/2016 | 1000 | 20.629 | Sale | |||||||
3/18/2016 | 3516 | 20.629 | Sale | |||||||
3/18/2016 | 400 | 20.629 | Sale | |||||||
3/18/2016 | 84 | 20.629 | Sale | |||||||
3/23/2016 | 2500 | 20.264 | Sale | |||||||
3/24/2016 | 2906 | 19.6726 | Sale | |||||||
3/24/2016 | 984 | 19.6726 | Sale | |||||||
3/24/2016 | 210 | 19.6726 | Sale | |||||||
3/30/2016 | 1700 | 19.9044 | Sale | |||||||
3/30/2016 | 6344 | 19.9044 | Sale | |||||||
3/30/2016 | 356 | 19.9044 | Sale | |||||||
3/31/2016 | 1456 | 19.8618 | Sale | |||||||
3/31/2016 | 2100 | 19.8618 | Sale | |||||||
3/31/2016 | 144 | 19.8618 | Sale | |||||||
4/6/2016 | 2000 | 19.015 | Sale | |||||||
4/6/2016 | 544 | 19.015 | Sale | |||||||
4/6/2016 | 1000 | 19.015 | Sale | |||||||
4/6/2016 | 1456 | 19.015 | Sale | |||||||
4/18/2016 | 1000 | 19.928 | Purchase |
Osmium Spartan, LP
Transaction Date | Number of Shares | Price per Share | Type of Transaction | |||||||
2/19/2016 | 15 | 0 | Option Expiration |
Osmium Diamond, LP
Transaction Date | Number of Shares | Price per Share | Type of Transaction | |||||||
2/19/2016 | 10 | 0 | Option Expiration | |||||||
2/22/2016 | 5000 | 19.3 | Purchase | |||||||
2/25/2016 | 1000 | 19.418 | Purchase | |||||||
4/11/2016 | 1500 | 19.545 | Sale | |||||||
4/11/2016 | 3500 | 19.545 | Sale |
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Page 11 of 11 – SEC Filing
Other than the foregoing, no transactions in the Common Stock have been effected by the Reporting Persons in the
last sixty (60) days.
(d) Not applicable.
(e) Not
applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement
is true, complete and correct.
Dated: April 20, 2016
John H. Lewis | ||
Osmium Partners, LLC | ||
Osmium Capital, LP | ||
Osmium Capital II, LP | ||
Osmium Spartan, LP | ||
Osmium Diamond, LP | ||
By: | /s/ John H. Lewis | |
John H. Lewis, for himself and as Managing Member of Osmium Partners, LLC, for itself and as General Partner of Osmium Capital, LP, Osmium Capital II, LP, Osmium Spartan, LP and Osmium Diamond, LP |