Noah Levy And Eugene Dozortsev have put the brakes on their activist efforts with regard to CSW Industrials Inc (NASDAQ:CSWI). According to a recently amended filing with the Securities and Exchange Commission, their fund, Newtyn Management, has withdrawn its nominee for election to the company’s board of directors and has thrown its full support behind the Board’s nominee. The filing also shows a slight decrease in Newtyn’s holding of the stock to 1.28 million shares, down from 1.35 million shares reported in its latest 13F filing. The current position accounts for 8.2% of CSW Industrials’ common stock.
According to the agreement between CSW Industrials Inc (NASDAQ:CSWI) Newtyn Management, in exchange for dropping its nomination, the fund will play a major role in the choosing of one of the two new directors to be added to the fold. The Board has also promised to analyze the possibility of a share buyback program but has reserved discretion with regard to the terms of the program. A diversified industrial company with a global presence, CSW Industrials has seen its stock slide by 26% during the first two months of 2016, before slowly regaining some of the lost ground. The stock has finished Monday’s trading session at $34.49 per share, down by 8.7% for the year.
At the end of the first quarter, roughly 21% of CSW Industrials Inc (NASDAQ:CSWI) common stock was held by 13 top hedge fund, unchanged from the previous quarter. Michael M. Rothenberg‘s Moab Capital Partners was betting big on this stock, the positions representing roughly 15% of its equity portfolio. According to its latest 13F filing, the fund held 1.36 million shares of CSW Industrials. Martin Whitman‘s Third Avenue Management was also invested, having amassed 150,348 shares by the end of March, a position initiated during the quarter.
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 |
---|---|---|---|---|---|---|
Newtyn Partners | 609 | 873,800 | 609 | 873,800 | 873,800 | 5.6% |
Newtyn TE Partners | 411,200 | 411,200 | 411,200 | 2.6% | ||
Newtyn Management | 1,285,000 | 1,285,000 | 1,285,000 | 8.2% | ||
Newtyn Capital Partners | 1,285,000 | 1,285,000 | 1,285,000 | 8.2% | ||
Ledo Capital | 1,285,000 | 1,285,000 | 1,285,000 | 8.2% | ||
Noah Levy | 1,285,000 | 1,285,000 | 1,285,609 | 8.2% |
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Page 1 of 14 – SEC Filing
(Name, Address and Telephone Number of Person
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Page 2 of 14 – SEC Filing
1 | NAME OF REPORTING PERSON Newtyn Partners, LP | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o | |
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER – 0 – | |
8 | SHARED VOTING POWER 873,800 | ||
9 | SOLE DISPOSITIVE POWER – 0 – | ||
10 | SHARED DISPOSITIVE POWER 873,800 | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 873,800 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.6% | ||
14 | TYPE OF REPORTING PERSON PN |
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Page 3 of 14 – SEC Filing
1 | NAME OF REPORTING PERSON Newtyn TE Partners, LP | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o | |
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER – 0 – | |
8 | SHARED VOTING POWER 411,200 | ||
9 | SOLE DISPOSITIVE POWER – 0 – | ||
10 | SHARED DISPOSITIVE POWER 411,200 | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 411,200 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.6% | ||
14 | TYPE OF REPORTING PERSON PN |
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Page 4 of 14 – SEC Filing
1 | NAME OF REPORTING PERSON Newtyn Management, LLC | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS OO | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION New York | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER – 0 – | |
8 | SHARED VOTING POWER 1,285,000 | ||
9 | SOLE DISPOSITIVE POWER – 0 – | ||
10 | SHARED DISPOSITIVE POWER 1,285,000 | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,285,000 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.2% | ||
14 | TYPE OF REPORTING PERSON OO |
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Page 5 of 14 – SEC Filing
1 | NAME OF REPORTING PERSON Newtyn Capital Partners, LP | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS OO | ||
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER – 0 – | |
8 | SHARED VOTING POWER 1,285,000 | ||
9 | SOLE DISPOSITIVE POWER – 0 – | ||
10 | SHARED DISPOSITIVE POWER 1,285,000 | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,285,000 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.2% | ||
14 | TYPE OF REPORTING PERSON PN |
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Page 6 of 14 – SEC Filing
1 | NAME OF REPORTING PERSON Ledo Capital, LLC | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS OO | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION New York | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER – 0 – | |
8 | SHARED VOTING POWER 1,285,000 | ||
9 | SOLE DISPOSITIVE POWER – 0 – | ||
10 | SHARED DISPOSITIVE POWER 1,285,000 | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,285,000 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.2% | ||
14 | TYPE OF REPORTING PERSON OO |
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Page 7 of 14 – SEC Filing
1 | NAME OF REPORTING PERSON Noah Levy | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS OO & PF | ||
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 609 | |
8 | SHARED VOTING POWER 1,285,000 | ||
9 | SOLE DISPOSITIVE POWER 609 | ||
10 | SHARED DISPOSITIVE POWER 1,285,000 | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,285,609 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.2% | ||
14 | TYPE OF REPORTING PERSON IN |
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Page 8 of 14 – SEC Filing
Item 2. | Identity and Background. |
| Item 2 is hereby amended to add the following: |
Item 3. | Source and Amount of Funds or Other Consideration. |
| Item 3 is hereby amended and restated to read as follows: |
Item 4. | Purpose of Transaction. |
| Item 4 is hereby amended to add the following: |
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Page 9 of 14 – SEC Filing
Item 5. | Interest in Securities of the Issuer. |
| Items 5(a)-(c) are hereby amended and restated to read as follows: |
A. | NP |
| (a) | As of the close of business on July 15, 2016, NP beneficially owned 873,800 Shares. |
| (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. |
| (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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Page 10 of 14 – SEC Filing
| (b) | 1. Sole power to vote or direct vote: 0 |
| 2. Shared power to vote or direct vote: 1,285,000 |
| 3. Sole power to dispose or direct the disposition: 0 |
| 4. Shared power to dispose or direct the disposition: 1,285,000 |
| (c) | NM has not entered into any transactions in the Shares during the past sixty (60) days. The transactions in the Shares by NP and NTE during the past sixty (60) days are set forth in Schedule A and are incorporated herein by reference. |
D. | NCP |
| (a) | NCP, as the general partner 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. |
| (b) | 1. Sole power to vote or direct vote: 0 |
| 2. Shared power to vote or direct vote: 1,285,000 |
| 3. Sole power to dispose or direct the disposition: 0 |
| 4. Shared power to dispose or direct the disposition: 1,285,000 |
| (c) | NCP has not entered into any transactions in the Shares during the past sixty (60) days. The transactions in the Shares by NP and NTE during the past sixty (60) days are set forth in Schedule A and are incorporated herein by reference. |
E. | Ledo |
| (a) | Ledo, as the general partner to NCP, may be deemed the beneficial owner of the (i) 873,800 Shares owned by NP and (ii) 411,200 Shares owned by NTE. |
| (b) | 1. Sole power to vote or direct vote: 0 |
| 2. Shared power to vote or direct vote: 1,285,000 |
| 3. Sole power to dispose or direct the disposition: 0 |
| 4. Shared power to dispose or direct the disposition: 1,285,000 |
| (c) | Ledo has not entered into any transactions in the Shares during the past sixty (60) days. The transactions in the Shares by NP and NTE during the past sixty (60) days are set forth in Schedule A and are incorporated herein by reference. |
| (a) | As of the close of business on July 15, 2016, Mr. Levy directly owned 609 Shares. Mr. Levy, as managing member to NM, 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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Page 11 of 14 – SEC Filing
| (b) | 1. Sole power to vote or direct vote: 609 |
| 2. Shared power to vote or direct vote: 1,285,000 |
| 3. Sole power to dispose or direct the disposition: 609 |
| 4. Shared power to dispose or direct the disposition: 1,285,000 |
| (c) | Mr. Levy has not entered into any transactions in the Shares during the past sixty (60) days. The transactions in the Shares by NP and NTE during the past sixty (60) days are set forth in Schedule A and are incorporated herein by reference. |
Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
| Item 6 is hereby amended to add the following: |
Item 7. | Material to be Filed as Exhibits. |
| Item 7 is hereby amended to add the following: |
| 99.1 | Cooperation Agreement by and among Newtyn Partners, LP, Newtyn TE Partners, LP, Newtyn Management, LLC, Newtyn Capital Partners, LP, Ledo Capital, LLC, Noah Levy and the Issuer dated July 17, 2016. |
| 99.2 | Joint Filing Agreement by and among Newtyn Partners, LP, Newtyn TE Partners, LP, Newtyn Management, LLC, Newtyn Capital Partners, LP, Ledo Capital, LLC, and Noah Levy dated July 18, 2016. |
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Page 12 of 14 – SEC Filing
Newtyn Partners, LP | |||
By: | Newtyn Management, LLC Investment Manager | ||
By: | /s/ Eugene Dozortsev | ||
Name: | Eugene Dozortsev | ||
Title: | Authorized Signatory |
Newtyn TE Partners, LP | |||
By: | Newtyn Management, LLC Investment Manager | ||
By: | /s/ Eugene Dozortsev | ||
Name: | Eugene Dozortsev | ||
Title: | Authorized Signatory |
Newtyn Management, LLC | |||
By: | /s/ Eugene Dozortsev | ||
Name: | Eugene Dozortsev | ||
Title: | Authorized Signatory |
Newtyn Capital Partners, LP | |||
By: | Ledo Capital, LLC General Partner | ||
By: | /s/ Eugene Dozortsev | ||
Name: | Eugene Dozortsev | ||
Title: | Authorized Signatory |
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Page 13 of 14 – SEC Filing
Ledo Capital, LLC | |||
By: | /s/ Eugene Dozortsev | ||
Name: | Eugene Dozortsev | ||
Title: | Authorized Signatory |
/s/ Noah Levy | |
Noah Levy |
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Page 14 of 14 – SEC Filing
Nature of the Transaction | Securities Purchased/(Sold) | Price Per Share($) | Date of Purchase / Sale |
Purchase of Common Stock | 24,731 | 32.1115 | 06/13/2016 |
Purchase of Common Stock | 11,921 | 32.1493 | 06/14/2016 |
Purchase of Common Stock | 9,922 | 32.7314 | 06/15/2016 |
Purchase of Common Stock | 1,026 | 33.0833 | 06/16/2016 |
Sale of Common Stock | (91,800) | 32.5618 | 06/24/2016 |
Purchase of Common Stock | 11,638 | 32.1115 | 06/13/2016 |
Purchase of Common Stock | 5,610 | 32.1493 | 06/14/2016 |
Purchase of Common Stock | 4,669 | 32.7314 | 06/15/2016 |
Purchase of Common Stock | 483 | 33.0833 | 06/16/2016 |
Sale of Common Stock | (43,200) | 32.5618 | 06/24/2016 |