CSW Industrials Inc (CSWI): Newtyn Management Withdraws Board Nominee, Cuts Stake

Page 9 of 14 – SEC Filing

Newtyn agreed to certain customary standstill provisions, effective as of the date of the Agreement through the day following the 2017 annual meeting of stockholders (the “Standstill Period”). The standstill provisions generally prohibit Newtyn from taking specified actions with respect to the Issuer and its securities during the Standstill Period, including, among others: (i) nominating any person for election at any stockholder meeting, (ii) soliciting or participating in the solicitation of proxies; (iii) joining any “group” or becoming party to any voting arrangement or agreement; (iv) seeking or encouraging others to submit nominations for election or removal of directors; (v) making stockholder proposals or offers with respect to mergers, acquisitions and other business combinations; or (vi) seeking board representation other than as provided in the Agreement.

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 15,718,188 Shares outstanding, as of June 20, 2016, which is the total number of Shares outstanding as reported in the Issuer’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on July 6, 2016.

A.

NP

(a)

As of the close of business on July 15, 2016, NP beneficially owned 873,800 Shares.

Percentage: Approximately 5.6%

(b)

1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 873,800

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 873,800

(c)

The transactions in the Shares by NP during the past sixty days are set forth in Schedule A and are incorporated herein by reference.

B.

NTE

(a)

As the close of business on July 15, 2016, NTE beneficially owned 411,200 Shares.

Percentage: Approximately 2.6%

(b)

1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 411,200

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 411,200

(c)

The transactions in the Shares by NTE during the past sixty days are set forth in Schedule A and are incorporated herein by reference.

C.

NM

(a)

NM, as the investment manager to each of NP and NTE, may be deemed the beneficial owner of the (i) 873,800 Shares owned by NP and (ii) 411,200 Shares owned by NTE.

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