Sec Form 13G Filing - Stephens Group LLC filing for Westrock Coffee Co (WEST) - 2024-01-05

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13G*
(Rule 13d-102)

INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c), AND
(d) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2
(AMENDMENT NO. 1)*

Westrock Coffee Company
(Name of Issuer)
 
Common Stock, par value $0.01 per share
(Title of Class of Securities)
 
96145W103
(CUSIP Number)
 
 December 31, 2023
(Date of Event Which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)
[X] Rule 13d-1(c)
☐ Rule 13d-1(d)

*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 the disclosures provided in a prior cover page.

The information required in 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. 96145W103
Page 2 of 10 pages
   

1
NAMES OF REPORTING PERSONS
 
 
 
The Stephens Group, LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a) [X]
   
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
Arkansas, U.S.A.
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
 0
 
 
 
 
6
SHARED VOTING POWER
 
 
 
8,292,697
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
 0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
 
8,292,697
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
8,292,697
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
 
9.11%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 
OO
 
 
 
 
 
 

 
CUSIP No. 96145W103
Page 3 of 10 pages
   
 
 

1
NAMES OF REPORTING PERSONS
 
 
 
SG-Coffee, LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a) [X]
   
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
Arkansas, U.S.A.
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
 0
 
 
 
 
6
SHARED VOTING POWER
 
 
 
2,785,082
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
 0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
 
2,785,082
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
2,785,082
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
 
3.06%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 
OO
 
 
 
 
 

 


CUSIP No. 96145W103
Page 4 of 10 pages
   
 

1
NAMES OF REPORTING PERSONS
 
 
 
Elizabeth Stephens Campbell
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a) [X]
   
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
U.S.A.
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
 0
 
 
 
 
6
SHARED VOTING POWER
 
 
 
8,292,697
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
 0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
 
8,292,697
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
8,292,697
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
 
9.11%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 
IN
 
 
 
 
 
 


CUSIP No. 96145W103
Page 5 of 10 pages
   
 

1
NAMES OF REPORTING PERSONS
 
 
 
W.R. Stephens, Jr.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a) [X]
   
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
U.S.A.
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
 0
 
 
 
 
6
SHARED VOTING POWER
 
 
 
8,292,697
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
 0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
 
8,292,697
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
8,292,697
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
 
9.11%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 
IN
 
 
 
 
 





CUSIP No. 96145W103
Page 6 of 10 pages
   
 

Item 1(a).
Name of Issuer:

Westrock Coffee Company
 
 
Item 1(b).
Address of Issuer's Principal Executive Offices:

4009 North Rodney Parham Road, 3rd Floor, Little Rock, AR 72212
 

Item 2(a).
Name of Person Filing:

The Stephens Group, LLC
SG-Coffee, LLC
Elizabeth Stephens Campbell
W.R. Stephens, Jr.
 

Item 2(b).
Address of Principal Business Office or, if none, Residence:

100 River Bluff Drive, Suite 500, Little Rock, AR 72202
 

Item 2(c).
Citizenship:

See Item 4 of each cover page
 

Item 2(d).
Title of Class of Securities:

Common Stock, $0.01 par value per share (“Common Stock”)
 
 
Item 2(e).
CUSIP Number:

96145W103
 



CUSIP No. 96145W103
Page 7 of 10 pages
   
 

Item 3. If This Statement Is Filed Pursuant to Sections 240.13d-1(b) or
240.13d-2(b) or (c), Check Whether the Person Filing Is a(n):

Not applicable


(a) ☐ Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);


(b) ☐ Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);


(c) ☐ Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);


(d) ☐ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);


(e) ☐ Investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E);


(f) ☐ Employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F);


(g) ☐ Parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G);


(h) ☐ Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);


(i) ☐ Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);


(j) ☐ A non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J);


(k) ☐ Group, in accordance with Section 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____________________________ .
 
Item 4. Ownership.


(a)
Amount beneficially owned: 

See Item 9 of each cover page.


(b)
Percent of class:

See Item 11 of each cover page.  2,940,896 of the 8,292,697 total shares of Common Stock reported herein are shares of Common Stock issuable upon conversion of Series A Preferred Stock.  The percent of class is calculated using a total of 90,980,080 shares of Common Stock representing the 88,039,184 shares of Common Stock deemed outstanding as of November 3, 2023, as reported in Form 10-Q filed by the Issuer on November 9, 2023, plus the 2,940,896 shares of Common Stock issuable upon conversion of Series A Preferred Stock held by the Persons Filing.


(c) Number of shares as to which the person has:


(i)
Sole power to vote or to direct the vote:

See Item 5 of each cover page.


(ii)
Shared power to vote or to direct the vote:

See Item 6 of each cover page.

  (iii)
Sole power to dispose or to direct the disposition of:

See Item 7 of each cover page.

  (iv)
Shared power to dispose or to direct the disposition of:

See Item 8 of each cover page.
 
The Stephens Group, LLC, or The Stephens Group, is the sole manager of SG-Coffee, LLC and has voting and dispositive power over the shares held by SG-Coffee, LLC. The Stephens Group is beneficially owned by W.R. Stephens, Jr. and Elizabeth S. Campbell.



CUSIP No. 96145W103
Page 8 of 10 pages
   


Item 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.

Not applicable.

Item 6. Ownership of More Than Five Percent on Behalf of Another Person.

Not applicable.
 
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

 Not applicable.

Item 8. Identification and Classification of Members of the Group.

 See Item 4 and Exhibit 99.1.

Item 9. Notice of Dissolution of Group.

 Not applicable. 
 
Item 10.
Certification.
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
 



CUSIP No. 96145W103
Page 9 of 10 pages
   
 
 
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.

Dated:  January 5, 2024
 
 
The Stephens Group, LLC
 
 
By:
 /s/ William W. Kilgroe
   
Name: William W. Kilgroe
   
Title:   General Counsel  
 
 
 
SG-Coffee, LLC
 
 
By:
The Stephens Group, LLC
its Manager
     
   
/s/ William W. Kilgroe
   
Title:   General Counsel  

   
/s/ William W. Kilgroe
   
William W. Kilgroe, Power of Attorney for  
Elizabeth Stephens Campbell

   
/s/ William W. Kilgroe
   
William W. Kilgroe, Power of Attorney for  
W.R. Stephens, Jr.





CUSIP No. 96145W103
Page 10 of 10 pages
   
 
EXHIBIT INDEX
Exhibit Number
 
Title
99.1
 
Joint Filing Agreement
99.2
Power of Attorney