Sec Form 13D Filing - Cove Street Capital LLC filing for WRIGHT INVESTORS' SERVICE HOLD (IWSH) - 2019-06-20

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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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

WRIGHT INVESTORS’ SERVICE HOLDINGS, INC.

 

(Name of Issuer)

 

Common Stock, par value $0.01 per share

 

(Title of Class of Securities)

 

982345100

 

(CUSIP Number)

 

Jeffrey Bronchick

2101 El Segundo Blvd., Suite 302

El Segundo, California 90245

(424) 221-5897

 

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

 

June 18, 2019

 

(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 § 240.13d-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 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).

 

 

 

   

 

 

CUSIP No. 982345100   13D   Page 2 of 10 Pages

 

1

NAME OF REPORTING PERSON

 

Cove Street Capital, LLC
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

(a)    [X]

(b)    [  ]
3

SEC USE ONLY

 
4

SOURCE OF FUNDS

 

WC
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

 

148,708

8

SHARED VOTING POWER

 

-0-

9

SOLE DISPOSITIVE POWER

 

148,708

10

SHARED DISPOSITIVE POWER

 

-0-

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

148,708
12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

[  ]
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

0.75%
14

TYPE OF REPORTING PERSON

 

IA

 

   

 

 

CUSIP No. 982345100   13D   Page 3 of 10 Pages

 

1

NAME OF REPORTING PERSON

 

Jeffrey Bronchick
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

(a)    [X]

(b)    [  ]
3

SEC USE ONLY

 
4

SOURCE OF FUNDS

 

PF
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

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH		 7

SOLE VOTING POWER

 

814,122

8

SHARED VOTING POWER

 

148,708

9

SOLE DISPOSITIVE POWER

 

814,122

10

SHARED DISPOSITIVE POWER

 

148,708

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

962,830
12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

[  ]
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

4.88%
14

TYPE OF REPORTING PERSON

 

IN

 

   

 

 

CUSIP No. 982345100   13D   Page 4 of 10 Pages

 

1

NAME OF REPORTING PERSON

 

Eugene Robin
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

(a)    [X]

(b)    [  ]
3

SEC USE ONLY

 
4

SOURCE OF FUNDS

 

PF
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

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH		 7

SOLE VOTING POWER

 

105,000

8

SHARED VOTING POWER

 

0

9

SOLE DISPOSITIVE POWER

 

105,000

10

SHARED DISPOSITIVE POWER

 

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

105,000
12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

[  ]
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

0.53%
14

TYPE OF REPORTING PERSON

 

IN

 

   

 

 

CUSIP No. 982345100   13D   Page 5 of 10 Pages

 

1

NAME OF REPORTING PERSON

 

Paul Hinkle
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

(a)    [X]

(b)    [  ]
3

SEC USE ONLY

 
4

SOURCE OF FUNDS

 

PF
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

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH		 7

SOLE VOTING POWER

 

20,000

8

SHARED VOTING POWER

 

0

9

SOLE DISPOSITIVE POWER

 

20,000

10

SHARED DISPOSITIVE POWER

 

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

20,000
12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

[  ]
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

0.10%
14

TYPE OF REPORTING PERSON

 

IN

 

   

 

 

CUSIP No. 982345100   13D   Page 6 of 10 Pages

 

1

NAME OF REPORTING PERSON

 

Marshall Geller
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

(a)    [X]

(b)    [  ]
3

SEC USE ONLY

 
4

SOURCE OF FUNDS

 

PF
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

NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH		 7

SOLE VOTING POWER

 

683,090

8

SHARED VOTING POWER

 

-0-

9

SOLE DISPOSITIVE POWER

 

683,090

10

SHARED DISPOSITIVE POWER

 

-0-

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

683,090
12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

[  ]
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

3.46%
14

TYPE OF REPORTING PERSON

 

IN

 

   

 

 

CUSIP No. 982345100   13D   Page 7 of 10 Pages

 

1

NAME OF REPORTING PERSON

 

Andrew Leaf
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

(a)    [X]

(b)    [  ]
3

SEC USE ONLY

 
4

SOURCE OF FUNDS

 

PF
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

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH		 7

SOLE VOTING POWER

 

50,000

8

SHARED VOTING POWER

 

-0-

9

SOLE DISPOSITIVE POWER

 

50,000

10

SHARED DISPOSITIVE POWER

 

-0-

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

50,000
12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

[  ]
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

0.25%
14

TYPE OF REPORTING PERSON

 

IN

 

   

 

 

CUSIP No. 982345100   13D   Page 8 of 10 Pages

 

Explanatory Note

 

This Amendment No. 1 to Schedule 13D (this “Amendment”) relates to the common stock, par value $0.01 per share (“Common Stock”), of Wright Investors’ Service Holdings, Inc., a Delaware corporation (the “Issuer” or the “Company”) and amends the Schedule 13D filed by the Reporting Persons on March 25, 2019 (the “Initial Schedule”). Except as specifically provided herein, this Agreement does not modify any of the information previously reported in the Initial Schedule.

 

This Amendment is being filed by:

 

  (i) Cove Street Capital, LLC, a Delaware limited liability company (“CSC”);
     
  (ii) Jeffrey Bronchick (“Bronchick”)
     
  (iii) Eugene Robin;
     
  (iv) Paul Hinkle;
     
  (v) Marshall Geller; and
     
  (vi) Andrew Leaf

 

Item 4. Purpose of the Transaction

 

The disclosure provided in Item 4 of the Initial Schedule is updated to include the following additional disclosure.

 

On June 18, 2019, the Reporting Persons caused the issuance of a press release relating to the intention of CSC to launch a proxy contest to elect an alternative slate of directors of the Company.

 

Item 5. Interest in Securities of the Issuer

 

(a) – (b) The aggregate number of shares of Common Stock to which this Amendment relates is 1,820,920 shares of Common Stock, constituting approximately 9.22% of the outstanding Common Stock. All percentages set forth herein are based upon a total of 19,744,321 shares of Common Stock outstanding as of May 10, 2019, as reported on the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019.

 

(c) On May 17, 2019, CSC purchased 12,408 shares of the Common Stock of the Company at $0.43 per share and on June 11, 2019, CSC purchased 6,300 shares of Common Stock at $0.41 per share. All purchases were for cash in the open market. As a result, as of the date hereof, CSC beneficially owns 148,708 shares (the “CSC Shares”) representing 0.75% of the Company’s outstanding shares. Bronchick, as Chief Investment Officer of CSC, has shared voting power over the CSC Shares. CSC used the working capital of the funds and accounts managed by CSC in the purchase of the Shares.

 

 
 

 

CUSIP No. 982345100   13D   Page 9 of 10 Pages

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

Item 6 of the Initial Schedule is hereby amended and supplemented as follows:

 

The information set forth in Item 4 of this Amendment is incorporated by reference in its entirety into this Item 6.

 

Item 7. Material to be Filed as Exhibits

 

Item 7 of the Initial Schedule is hereby amended by adding the following exhibit:

 

99.4 Press Release issued June 18, 2019 (incorporated by reference to the additional soliciting materials filed with the SEC on June 18, 2019).

 

 
 

 

CUSIP No. 982345100   13D   Page 10 of 10 Pages

 

SIGNATURES

 

After reasonable inquiry and to the best of the undersigned knowledge and belief, each of the undersigned certifies that the information set forth on this statement is true and correct.

 

Dated: June 20, 2019

 

  /s/ Jeffrey Bronchick
  Jeffrey Bronchick
   
  /s/ Eugene Robin
  Eugene Robin
   
  /s/ Paul Hinkle
  Paul Hinkle
   
  /s/ Marshall Geller
  Marshall Geller
   
  /s/ Andrew Leaf
  Andrew Leaf
   
  COVE STREET CAPITAL, LLC
   
  By: /s/ Jeffrey Bronchick
  Name: Jeffrey Bronchick
  Title: Chief Investment Officer