Filing Details
- Accession Number:
- 0000929638-16-001305
- Form Type:
- 13D Filing
- Publication Date:
- 2016-03-02 16:33:07
- Filed By:
- Standard General L.p.
- Company:
- Standard Diversified Inc. (NYSE:SDI)
- Filing Date:
- 2016-03-02
- 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 | 7,255,048 | 0 | 7,255,048 | 7,255,048 | 34.5% |
| Standard General Master Fund | 0 | 5,189,656 | 0 | 5,189,656 | 5,189,656 | 24.7% |
| P Standard General Ltd | 0 | 2,065,392 | 0 | 2,065,392 | 2,065,392 | 9.8% |
| Soohyung Kim | 0 | 7,255,048 | 0 | 7,255,048 | 7,255,048 | 34.5% |
Filing
| UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 | ||
| SCHEDULE 13D | ||
| Under the Securities Exchange Act of 1934 | ||
| (Amendment No. 2)* |
| Special Diversified Opportunities Inc. |
(Name of Issuer)
| Common Stock, $0.01 par value per share |
(Title of Class of Securities)
| 862700101 |
| 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) |
| March 2, 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 §§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 7,255,048 | ||
| 9 Sole Dispositive Power 0 | ||
| 10 Shared Dispositive Power 7,255,048 | ||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 7,255,048 | |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] | |
| 13 | Percent of Class Represented by Amount in Row (11) 34.5% | |
| 14 | Type of Reporting Person (See Instructions) IA | |
| 1 | Names of Reporting Persons. Standard General Master Fund 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): WC | |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e): [ ] | |
| 6 | Citizenship or Place of Organization. Cayman Islands | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7 Sole Voting Power 0 | |
| 8 Shared Voting Power 5,189,656 | ||
| 9 Sole Dispositive Power 0 | ||
| 10 Shared Dispositive Power 5,189,656 | ||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 5,189,656 | |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] | |
| 13 | Percent of Class Represented by Amount in Row (11) 24.7% | |
| 14 | Type of Reporting Person (See Instructions) PN | |
| 1 | Names of Reporting Persons. P Standard General Ltd. | |
| 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): WC | |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e): [ ] | |
| 6 | Citizenship or Place of Organization. British Virgin Islands | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7 Sole Voting Power 0 | |
| 8 Shared Voting Power 2,065,392 | ||
| 9 Sole Dispositive Power 0 | ||
| 10 Shared Dispositive Power 2,065,392 | ||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 2,065,392 | |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] | |
| 13 | Percent of Class Represented by Amount in Row (11) 9.8% | |
| 14 | Type of Reporting Person (See Instructions) CO | |
| 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 7,255,048 | ||
| 9 Sole Dispositive Power 0 | ||
| 10 Shared Dispositive Power 7,255,048 | ||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 7,255,048 | |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] | |
| 13 | Percent of Class Represented by Amount in Row (11) 34.5% | |
| 14 | Type of Reporting Person (See Instructions) IN, HC | |
AMENDMENT NO. 2 TO SCHEDULE 13D
This Amendment No. 2 to Schedule 13D relates to Common Stock, par value $0.01 per share (the “Common Stock”), of Special Diversified Opportunities Inc., a Delaware corporation (the “Issuer”). This Amendment is being filed by each of the Reporting Persons to amend the Schedule 13D (the “Schedule 13D”) that was originally filed on October 29, 2015 and amended on December 18, 2015.
This Amendment is being filed to amend and supplement Item 5 of the Schedule 13D as set forth below.
| Item 5. | Interest in Securities of the Issuer |
(a) and (b) See Items 7-11 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, 2015, as filed with the Securities and Exchange Commission on November 11, 2015, that there were 21,027,640 outstanding shares of Common Stock of the Issuer as of October 31, 2015.
(c) The following table lists the Reporting Persons’ transactions in the Common Stock that were effected during the sixty day period prior to the filing of this Schedule 13D:
| Transaction | Date | No. Shares | Price Per Share |
| Open market purchase | 2/10/2016 | 10,000* | $0.90 |
| Open market purchase | 2/11/2016 | 46,704** | $0.88 |
| Open market purchase | 2/19/2016 | 90,000*** | $0.91 |
| Open market purchase | 2/29/2016 | 3,504,172**** | $1.18 |
| * | Of these shares, 7,172 shares were purchased for the account of the Master Fund and 2,828 shares were purchased for the account of the P Standard General. |
| ** | Of these shares, 33,497 shares were purchased for the account of the Master Fund and 13,207 shares were purchased for the account of the P Standard General. |
| *** | Of these shares, 64,489 shares were purchased for the account of the Master Fund and 25,511 shares were purchased for the account of the P Standard General. |
| **** | Of these shares, 2,511,581 shares were purchased for the account of the Master Fund and 992,591 shares were purchased for the account of the P Standard General. |
(d) Not applicable.
(e) Not applicable.
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: March 2, 2016
| STANDARD GENERAL L.P. | |
| By: /s/ Joseph Mause | |
| Name: Joseph Mause | |
| Title: Chief Financial Officer | |
| STANDARD GENERAL MASTER FUND L.P. | |
| By: /s/ Joseph Mause | |
| Name: Joseph Mause | |
| Title: Chief Financial Officer of Standard General L.P., its investment manager | |
| P STANDARD GENERAL LTD. | |
| By: /s/ Joseph Mause | |
| Name: Joseph Mause | |
| Title: Chief Financial Officer of Standard General L.P., its investment manager | |
| SOOHYUNG KIM | |
| /s/ Soohyung Kim | |
| Soohyung Kim | |