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NUMBER OF

SHARES BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

SOLE VOTING POWER

144,179

SHARED VOTING POWER

1,361,743

SOLE DISPOSITIVE POWER

144,179

SHARED DISPOSITIVE POWER

1,361,743

Accession Number:: 0001193125-24-163729
Form Type:: 13D Filing
Publication Date:: 2024-06-17 20:00:00

Filed By:: Berman Sharyn
Company:: Dorman Products Inc. (NASDAQ:DORM)
Filing Date:: 2024-06-18
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
Sharyn Berman	144,179	1,361,743	144,179	1,361,743	1,505,922	4.88%

Filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Dorman Products, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

258278100

(CUSIP Number)

Sharyn Berman

c/o Dorman Products, Inc.

3400 East Walnut Street

Colmar, PA 18915

(215) 997-1800

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 14, 2024

(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 Rule 13d-1(e), Rule 13d-1(f) or Rule 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(b) for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting persons 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).


CUSIP NO. 258278100		SCHEDULE 13D/A		Page 1 of 10


1		NAMES OF REPORTING PERSONS: Sharyn Berman
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) PF;OO
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 of America

¹	The percentage is upon 30,846,047 shares of common stock outstanding as of the close of business on June 14, 2024.


CUSIP NO. 258278100		SCHEDULE 13D/A		Page 2 of 10

This Amendment No. 2 to Schedule 13D (Amendment No. 2) relates to shares of common stock, par value $0.01 per share (the Common Stock), of Dorman Products, Inc., a Pennsylvania corporation (the Issuer). This Amendment No. 2 amends the Schedule 13D, as previously amended, filed with the Securities and Exchange Commission by Sharyn Berman (the Reporting Person), by furnishing the information set forth below. The Reporting Person is filing this Amendment No. 2 to report recent transactions in the Common Stock that have decreased the number of shares of Common Stock that the Reporting Person may be deemed to beneficially own and to update other changes in the Reporting Persons Schedule 13D, including the disclosure of the entry into a 10b5-1 Plan by the Reporting Person.

Item 1.

Security and Issuer:

This statement relates to the Common Stock of the Issuer. The address of the Issuers principal executive offices is 3400 East Walnut Street, Colmar, Pennsylvania 18915.

Item 2.

Identity and Background:

(a) This statement is being filed by the Reporting Person, Sharyn Berman. The filing of this statement shall not be construed as an admission for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended (the Exchange Act) that the Reporting Person is the beneficial owner of any securities covered by this statement or that this schedule is required to be filed by such person.

(b) The business address for the Reporting Person is c/o Dorman Products, Inc., 3400 East Walnut Street, Colmar, Pennsylvania 18915.

(c) The Reporting Person is Sharyn Berman, the sister-in-law of Steven L. Berman, the Issuers Non-Executive Chairman, and the widow of the late Richard N. Berman, the Issuers former Chairman of the Board of Directors and Chief Executive Officer.

(d) During the last five years, the Reporting Person has not been convicted in a criminal proceeding, excluding traffic violations and similar misdemeanors.

(e) During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in the Reporting Person being subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) The Reporting Person is a resident of the Commonwealth of Pennsylvania and a citizen of the United States of America.


CUSIP NO. 258278100		SCHEDULE 13D/A		Page 3 of 10

Item 3.

Source and Amounts of Funds and other Consideration:

The shares of Common Stock reported herein as beneficially owned by the Reporting Person were acquired with personal funds or acquired through gifts, estate planning or inheritance.


CUSIP NO. 258278100		SCHEDULE 13D/A		Page 4 of 10

Item 4.

Purpose of Transaction.

The shares of Common Stock reported herein as beneficially owned by the Reporting Person were acquired by the Reporting Person for investment purposes.

On June 14, 2024, the Reporting Person (in her capacity as co-trustee for various family trusts), together with Steven Berman (both in his individual capacity and in his capacity as co-trustee for various family trusts) and Marc Berman (in his capacity as trustee for various family trusts), entered into a Rule 10b5-1 trading plan (the 10b5-1Plan) with a broker to manage the sale of up to an aggregate of 400,000 shares of the Issuers Common Stock, of which 175,000 shares are owned by Steven Berman and 225,000 are owned by family trusts. These sales are being done for estate planning and diversification purposes. Steven Berman and Marc Berman are Sharyn Bermans brothers-in-law.

Except pursuant to the 10b5-1 Plan, the Reporting Person does not have any present plans or proposals that relate to or would result in any of the following:

(a)

The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

(b)

An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

(c)

A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;

(d)

Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of the directors or to fill any existing vacancies of the board;

(e)

Any material change in the present capitalization or dividend policy of the Issuer;

(f)

Any other material change in the Issuers business or corporate structure;

(g)

Changes in the Issuers charter, bylaws or instruments corresponding thereto or other actions that may impede the acquisition of control of the Issuer by any person;

(h)

Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

(i)

A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or

(j)

Any action similar to any of those enumerated above.

Item 5.

Interest in Securities of the Issuer:

(a)

As of the date hereof, the Reporting Person may be deemed to be the beneficial owner of 1,505,922 shares of Common Stock, which represents 4.88 % of the Issuers Common Stock based upon 30,846,047 shares of Common Stock outstanding as of the close of business on June 14, 2024. The above amount excludes 3,283,158 shares of Common Stock that may be deemed beneficially owned by the Shareholders (as defined in Item 6 below) (other than the shares deemed beneficially owned by the Reporting Person and described in Item 5(b) below), as to all of which shares the Reporting Person disclaims beneficial ownership.


CUSIP NO. 258278100		SCHEDULE 13D/A		Page 5 of 10

(b)

As of the date hereof, the Reporting Person has sole voting and dispositive power with respect to 144,179 shares of Common Stock, which amount includes: (i) 98,586 shares held directly and (ii) 45,593 shares held by The Richard N. Berman Charitable Remainder Trust (the CRUT). The Reporting Person is the trustee for the CRUT, in which capacity she has sole voting and dispositive power over the shares held by such trust.

As of the date hereof, the Reporting Person shares voting and dispositive power with respect to 1,361,743 shares of Common Stock, which amount includes: (i) 1,151,525 shares held by various trusts established by the late Richard N. Berman for the benefit of family members, of which she is the co-trustee with Steven L. Berman (collectively the Richard N. Berman Trusts with Co-Trustees); (ii) 202,240 shares held by a marital qualified terminable interest property trust for the benefit of Sharyn Berman, of which she is the co-trustee with Steven L. Berman (the Sharyn Berman QTIP Trust); and (iii) 7,978 shares held by The Richard N. Berman Foundation dated March 14, 2011, of which she is the co-trustee with her son, Matthew Berman.

The Reporting Person shares voting and dispositive power with respect to the shares held by the Richard N. Berman Trusts with Co-Trustees and the Sharyn Berman QTIP Trust with her brother-in-law, Steven L. Berman. Steven L. Berman is the Issuers Non-Executive Chairman. The business address for Steven L. Berman is c/o Dorman Products, Inc., 3400 East Walnut Street, Colmar, Pennsylvania 18915. The Reporting Person shares voting and dispositive power with respect to the shares held by The Richard N. Berman Foundation dated March 14, 2011 with her son, Matthew Berman. Matthew Berman is the President of Cross Country, a supplier of automotive, janitorial and portable sanitation supplies. The business address for Matthew Berman is c/o Cross Country, 855 Hylton Road, Pennsauken, New Jersey 08110.During the last five years, neither Steven L. Berman nor Matthew Berman has been convicted in a criminal proceeding, excluding traffic violations and similar misdemeanors. During the last five years, neither Steven L. Berman nor Matthew Berman has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Steven L. Berman and Matthew Berman are residents of the Commonwealth of Pennsylvania and citizens of the United States of America.

(c)

During the sixty (60) days immediately preceding the filing date of this statement, the Reporting Person, as co-trustee of the Richard N. Berman Trusts with Co-Trustees, approved the disposition of shares of Common Stock in the transactions described below for estate planning and diversification purposes:


CUSIP NO. 258278100		SCHEDULE 13D/A		Page 6 of 10

Entity/Person

Date of
Transaction

Nature of
Transaction

Number of
Shares of
Common
Stock

Price per
Share ($)