Statement of Changes in Beneficial Ownership (4)
November 17 2021 - 4:26PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Mill Road Capital III, L.P. |
2. Issuer Name and Ticker or Trading Symbol
SUPERIOR INDUSTRIES INTERNATIONAL INC
[
SUP
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
382 GREENWICH AVENUE, SUITE ONE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
11/15/2021 |
(Street)
GREENWICH, CT 06830
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock, $0.01 par value | 11/15/2021 | | P | | 21100 | A | $7.50 | 2769905 | D (1) | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Put options (obligation to buy) | $7.50 | 11/15/2021 | | X | | | 211 | (2) | 11/19/2021 | Common Stock | 21100 | $0.00 | 101 | D (1) | |
Explanation of Responses: |
(1) | The shares reported are directly held by Mill Road Capital III, L.P. (the "Fund"). Mill Road Capital III GP LLC (the "GP") is the sole general partner of the Fund and has sole authority to vote (or direct the vote of), and to dispose (or direct the disposal) of, these shares on behalf of the Fund. Mr. Lynch is a management committee director of the GP and has shared authority to vote (or direct the vote of), and to dispose (or direct the disposal) of, these shares on behalf of the GP. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any. |
(2) | Each put option became exercisable on the date purchased, which dates range from 9/20/2021 to 9/30/2021. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Mill Road Capital III, L.P. 382 GREENWICH AVENUE SUITE ONE GREENWICH, CT 06830 |
| X |
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Mill Road Capital III GP LLC 382 GREENWICH AVENUE SUITE ONE GREENWICH, CT 06830 |
| X |
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LYNCH THOMAS E 382 GREENWICH AVENUE SUITE ONE GREENWICH, CT 06830 |
| X |
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Signatures
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/s/ Justin C. Jacobs, Management Committee Director of sole general partner on behalf of Mill Road Capital III, L.P. | | 11/17/2021 |
**Signature of Reporting Person | Date |
/s/ Justin C. Jacobs, Management Committee Director on behalf of Mill Road Capital III GP LLC | | 11/17/2021 |
**Signature of Reporting Person | Date |
/s/ Justin C. Jacobs on behalf of Thomas E. Lynch by power of attorney | | 11/17/2021 |
**Signature of Reporting Person | Date |
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