Filing Details
- Accession Number:
- 0000929638-19-000294
- Form Type:
- 13D Filing
- Publication Date:
- 2019-02-15 17:21:22
- Filed By:
- Standard General L.p.
- Company:
- Standard Diversified Inc. (NYSE:SDI)
- Filing Date:
- 2019-02-15
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Standard General | 0 | 13,618,000 | 0 | 13,618,000 | 13,618,000 | 82.8% |
| Soohyung Kim | 0 | 13,618,000 | 0 | 13,618,000 | 13,618,000 | 82.8% |
Filing
| UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 | ||
| SCHEDULE 13D | ||
| Under the Securities Exchange Act of 1934 | ||
| (Amendment No. 13)* |
| Standard Diversified Inc. |
(Name of Issuer)
| Class A Common Stock, $0.01 par value per share (“Class A Common Stock”) Class B Common Stock, $0.01 par value per share (“Class B Common Stock”) |
(Title of Class of Securities)
| 85336L109 (Class A Common Stock) 85336L208 (Class B Common Stock) |
(CUSIP Number)
| Joseph Mause Standard General L.P. 767 Fifth Avenue, 12th Floor New York, NY 10153 Tel. No.: 212-257-4701 |
| (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
| February 14, 2019 |
| (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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-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 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s 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 (“Act”) 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).
| 1 | Names of Reporting Persons. Standard General L.P. | |
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) [ ] | ||
| (b) [ ] | ||
| 3 | SEC Use Only | |
| 4 | Source of Funds (See Instructions): AF | |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 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 13,618,000 sharesof Class A Common Stock (see Item 5) 7,360,075 shares of Class B Common Stock | ||
| 9 Sole Dispositive
Power 0 | ||
| 10 Shared
Dispositive Power 13,618,000 sharesof Class A Common Stock (see Item 5) 7,360,075 shares of Class B Common Stock | ||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 13,618,000 sharesof Class A Common Stock (see Item 5) 7,360,075 shares of Class B Common Stock | |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] | |
| 13 | Percent of Class Represented by Amount in Row (11) 82.8% of Class A Common Stock (see Item 5) 94.2% of Class B Common Stock | |
| 14 | Type of Reporting Person (See Instructions) IA | |
| 1 | Names of Reporting Persons. Soohyung Kim | |
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) [ ] | ||
| (b) [ ] | ||
| 3 | SEC Use Only | |
| 4 | Source of Funds (See Instructions): AF | |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e): [ ] | |
| 6 | Citizenship or Place of Organization. United States | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7 Sole
Voting Power 0 | |
| 8 Shared
Voting Power 13,618,000 sharesof Class A Common Stock (see Item 5) 7,360,075 shares of Class B Common Stock | ||
| 9 Sole Dispositive
Power 0 | ||
| 10 Shared
Dispositive Power 13,618,000 sharesof Class A Common Stock (see Item 5) 7,360,075 shares of Class B Common Stock | ||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 13,618,000 sharesof Class A Common Stock (see Item 5) 7,360,075 shares of Class B Common Stock | |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] | |
| 13 | Percent of Class Represented by Amount in Row (11) 82.8% of Class A Common Stock (see Item 5) 94.2% of Class B Common Stock | |
| 14 | Type of Reporting Person (See Instructions) IN, HC | |
AMENDMENT NO. 13 TO 13D
This Amendment No. 13 to Schedule 13D (this “Amendment”) relates to Class A Common Stock, par value $0.01 per share (the “Class A Common Stock”), and Class B Common
Stock, par value $0.01 per share (the “Class B Common Stock”), of Standard Diversified Inc., a Delaware corporation (the “Issuer”). This Amendment is being filed by each of the Reporting Persons to amend the Schedule 13D (the “Initial Schedule 13D”)
that was originally filed on October 29, 2015 and amended on December 21, 2015, March 2, 2016, September 27, 2016, November 25, 2016, June 5, 2017, June 26, 2017, December 4, 2017, January 5, 2018, June 19, 2018, September 7, 2018, September 14,
2018, and December 11, 2018 and by this Amendment (as so amended, the “Schedule 13D”). Unless otherwise indicated, all capitalized terms used therein but not defined herein shall have the same meanings as in the Schedule 13D.
This Amendment is being filed to amend and supplement Items 4, 5 and 6 of the Schedule 13D as set forth below.
| Item 4. | Purpose of Transaction |
On February 14, 2019, an investment fund over whose account the Reporting Persons exercise voting and investment control entered
into an agreement to sell 593,862 shares of Class A Common Stock to affiliates of Prisma Capital Partners LP at a value of $14.73 per share.
| Item 5. | Interest in Securities of the Issuer |
(a) and (b) See Items 7-13 of the cover pages and Item 2 of the Schedule 13D.
The percentage calculations herein are based upon the statement in the Issuer’s Quarterly Report on Form 10-Q for
the quarter ended September 30, 2018, as filed with the Securities and Exchange Commission on November 9, 2018, that there were 9,093,634 outstanding shares of Class A Common Stock and 7,815,652 outstanding shares of Class B Common
Stock of the Issuer as of November 2, 2018.
As shares of Class B Common Stock are convertible into shares of Class A Common Stock at the election of the
holder, each Reporting Person’s beneficial ownership is reported herein as if that Reporting Person (and no other shareholder) elected to convert all shares of Class B Common Stock beneficially owned by such Reporting Person into shares
of Class A Common Stock. In addition, beneficial ownership of shares of such Class B Common Stock are reported as if such shares were not so converted.
(c) Other than as reported in Item 4, the Reporting Persons did not engage in any transactions in the Issuer’s securities during
the sixty day period prior to the filing of this Schedule 13D that have not been previously reported in the Schedule 13D. In addition, in connection with the closing of the transaction described in Item 4 of Amendment No. 10 to this
Schedule 13D, the Reporting Persons delivered to a registered broker 15,780 shares of Class A Common Stock in payment of a finder’s fee. The closing price of the Class A Common Stock on September 5, 2018 was $15.58 per share.
(d) Not applicable.
(e) Not applicable.
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
The information set forth in Item 4
is incorporated herein by reference.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is
true, complete and correct.
Date: February 15, 2019
| STANDARD GENERAL L.P. | |
| By: /s/ Joseph Mause | |
| Name: Joseph Mause | |
| Title: Chief Financial Officer | |
| SOOHYUNG KIM | |
| /s/ Soohyung Kim | |
| Soohyung Kim | |