Filing Details

This Amendment No. 6 to Schedule 13D (this “Amendment”) amends the below-indicated items from the Schedule 13D with respect to the shares of common stock (the “Common Stock”) of Houston Wire & Cable Company, (“HWCC” or “the Company”) previously filed by or on behalf of the Reporting Persons (as defined below) (the “Schedule 13D”), by supplementing such Items with the information below.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows:

The total amount of funds used by the Reporting Persons to make all purchases of Shares beneficially owned by the Reporting Persons, as reported in Item 5(a,b) was approximately $15,196,766. The source of funds for purchases of Shares by each of the Reporting Persons is the working capital of the applicable D3 Family Fund and the Managed Account.

Item 5.  Interest in Securities of the Issuer.

Subsections (a) through (c) of Item 5 are hereby amended and restated to read as follows:

As of the close of business on the date hereof, the Family Fund individually beneficially owned 664,888 Shares, constituting approximately 4.0% of all of the outstanding Shares.

As of the close of business on the date hereof, the Bulldog Fund individually beneficially owned 1,314,254 Shares, constituting approximately 7.9% of all of the outstanding Shares.

As of the close of business on the date hereof, the Managed Account individually beneficially owned 64,216 Shares, constituting less than 1% of all of the outstanding Shares.

By virtue of its relationships with each of the Family Fund, the Bulldog Fund and the Managed Account discussed in further detail in Item 2, NIMCO may be deemed to be the beneficial owner of the 2,043,358 Shares, beneficially owned in the aggregate by the Family Fund, the Bulldog Fund and the Managed Account, constituting approximately 12.3% of all of the outstanding Shares.

By virtue of his relationship with NIMCO discussed in further detail in Item 2, Mr. Nierenberg may be deemed to be the beneficial owner of the 2,043,358 Shares beneficially owned by NIMCO, constituting approximately 12.3% of all of the outstanding Shares.

The Reporting Persons, in the aggregate, beneficially own 2,043,358 Shares, constituting approximately 12.3% of the outstanding Shares.

Item 5(b) is hereby amended and restated to read as follows:

The Bulldog Fund, NIMCO and Mr. Nierenberg have shared power (i) to vote or direct the vote of, and (ii) to dispose or direct the disposition of, the 1,314,2543 Shares held by the Bulldog Fund.

The Managed Account and Mr. Nierenberg have shared power (i) to vote or direct the vote of, and (ii) to dispose or direct the disposition of, the 64,216 Shares held by the Managed Account.

Item 5(c) is hereby amended and restated to read as follows:

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in the Statement is true, complete and correct.

	D3 Family Fund, L.P., D3 Family Bulldog Fund, L.P.,
	By:	Nierenberg Investment Management Company, Inc.
	Its: General Partner
March 18, 2020	By:	/s/ David Nierenberg
		David Nierenberg, President

	Haredale Ltd.
	By:	Nierenberg Investment Management Company, Inc.
	Its: Investment Manager
March 18, 2020	By:	/s/ David Nierenberg
		David Nierenberg, President

	Nierenberg Investment Management Company, Inc.
March 18, 2020	By:	/s/ David Nierenberg
		David Nierenberg, President

March 18, 2020	/s/ David Nierenberg