Sec Form 13G Filing - OSTERWEIS CAPITAL MANAGEMENT INC filing for Daseke Inc. (DSKE) - 2023-02-14

Rule 13d-1(b)

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 disclosure provided in a prior cover page.

  Name of Reporting Persons.

  I.R.S. Identification Nos. of above persons (entities only).

  Osterweis Capital Management, Inc.

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☒        (b)  

  SEC Use Only

  Citizenship or Place of Organization

  California

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With:

  Sole Voting Power

  0

  Shared Voting Power

  Sole Dispositive Power

  0

  Shared Dispositive Power

  Aggregate Amount Beneficially Owned by Each Reporting Person

  0

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

   n/a

  Percent of Class Represented by Amount in Row (9)

  0.0%**

  Type of Reporting Person (See Instructions)

  IA

Percentage ownership is based on 58,778,085 shares of Common Stock, which is comprised of the sum of: (1) 54,430,235 shares of Common Stock issued and outstanding on December 31, 2022 as reported in the Issuer’s Form 8-K, and (2) approximately 4,347,850 shares of Common Stock issuable upon conversion of our 500,000 shares of Series A Convertible Preferred Stock, convertible at the rate of 8.6957 shares of Common Stock per 1 share of Series A Convertible Preferred Stock.

  Name of Reporting Persons.

  I.R.S. Identification Nos. of above persons (entities only).

  Osterweis Capital Management, LLC

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☒        (b)  

  SEC Use Only

  Citizenship or Place of Organization

  California

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With:

  Sole Voting Power

  4,347,850*

  Shared Voting Power

  Sole Dispositive Power

  4,347,850*

  Shared Dispositive Power

  Aggregate Amount Beneficially Owned by Each Reporting Person

  4,347,850*

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

   n/a

  Percent of Class Represented by Amount in Row (9)

  7.40%**

  Type of Reporting Person (See Instructions)

  IA

Comprised of approximately 4,347,850 shares of Common Stock issuable upon conversion of 500,000 shares of Series A Convertible Preferred Stock, convertible at the rate of 8.6957 shares of Common Stock per 1 share of Series A Convertible Preferred Stock.

Percentage ownership is based on 58,778,085 shares of Common Stock, which is comprised of the sum of: (1) 54,430,235 shares of Common Stock issued and outstanding on December 31, 2022 as reported in the Issuer’s Form 8-K, and (2) approximately 4,347,850 shares of Common Stock issuable upon conversion of our 500,000 shares of Series A Convertible Preferred Stock, convertible at the rate of 8.6957 shares of Common Stock per 1 share of Series A Convertible Preferred Stock.

  Name of Reporting Persons.

  I.R.S. Identification Nos. of above persons (entities only).

  John S. Osterweis

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☒        (b)  

  SEC Use Only

  Citizenship or Place of Organization

  United States

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With:

  Sole Voting Power

  4,347,850*

  Shared Voting Power

  Sole Dispositive Power

  4,347,850*

  Shared Dispositive Power

  Aggregate Amount Beneficially Owned by Each Reporting Person

  4,347,850*

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

   n/a

  Percent of Class Represented by Amount in Row (9)

  7.40%**

  Type of Reporting Person (See Instructions)

  HC, IN

Comprised of approximately 4,347,850 shares of Common Stock issuable upon conversion of 500,000 shares of Series A Convertible Preferred Stock, convertible at the rate of 8.6957 shares of Common Stock per 1 share of Series A Convertible Preferred Stock.

Percentage ownership is based on 58,778,085 shares of Common Stock, which is comprised of the sum of: (1) 54,430,23 5 shares of Common Stock issued and outstanding on December 31, 2022 as reported in the Issuer’s Form 8-K, and (2) approximately 4,347,850 shares of Common Stock issuable upon conversion of our 500,000 shares of Series A Convertible Preferred Stock, convertible at the rate of 8.6957 shares of Common Stock per 1 share of Series A Convertible Preferred Stock.

  Name of Reporting Persons.

  I.R.S. Identification Nos. of above persons (entities only).

  Carl P. Kaufman

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☒        (b)  

  SEC Use Only

  Citizenship or Place of Organization

  United States

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With:

  Sole Voting Power

  4,347,850*

  Shared Voting Power

  Sole Dispositive Power

  4,347,850*

  Shared Dispositive Power

  Aggregate Amount Beneficially Owned by Each Reporting Person

  4,347,850*

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

   n/a

  Percent of Class Represented by Amount in Row (9)

  7.40%**

  Type of Reporting Person (See Instructions)

  HC, IN

Comprised of approximately 4,347,850 shares of Common Stock issuable upon conversion of 500,000 shares of Series A Convertible Preferred Stock, convertible at the rate of 8.6957 shares of Common Stock per 1 share of Series A Convertible Preferred Stock.

Percentage ownership is based on 58,778,085 shares of Common Stock, which is comprised of the sum of: (1) 54,430,235 shares of Common Stock issued and outstanding on December 31, 2022 as reported in the Issuer’s Form 8-K, and (2) approximately 4,347,850 shares of Common Stock issuable upon conversion of our 500,000 shares of Series A Convertible Preferred Stock, convertible at the rate of 8.6957 shares of Common Stock per 1 share of Series A Convertible Preferred Stock.

Name of Issuer

Address of Issuer’s Principal Executive Offices

Name of Persons Filing

Osterweis Capital Management, Inc.

Osterweis Capital Management, LLC

John S. Osterweis

Carl P. Kaufman

Address of Principal Business office or, if None, Residence

One Maritime Plaza, Suite 800, San Francisco, CA 94111

One Maritime Plaza, Suite 800, San Francisco, CA 94111

One Maritime Plaza, Suite 800, San Francisco, CA 94111

One Maritime Plaza, Suite 800, San Francisco, CA 94111

Citizenship

CA Corporation

CA Limited Liability Company

U.S. Citizen

U.S. Citizen

Title of Class Securities

CUSIP Number

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:

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

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

Investment company registered under section 8 of the Investment Company Act (15 U.S.C. 80a-8).

An investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E).

An employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(ii)(F).

A parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G).

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).

A 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).

Group in accordance with Section 240.13d-1(b)(ii)(J).

Ownership

Amount Beneficially Owned: 4,347,850*

Percent of Class: 7.40%**

Number of shares as to which the joint filers have:

sole power to vote or to direct the vote: 4,347,850*

shared power to vote or to direct the vote:

sole power to dispose or to direct the disposition of: 4,347,850*

shared power to dispose of or to direct the disposition of:

Comprised of approximately 4,347,850 shares of Common Stock issuable upon conversion of 500,000 shares of Series A Convertible Preferred Stock, convertible at the rate of 8.6957 shares of Common Stock per 1 share of Series A Convertible Preferred Stock.

Percentage ownership is based on 58,778,085 shares of Common Stock, which is comprised of the sum of: (1) 54,430,235 shares of Common Stock issued and outstanding on December 31, 2022 as reported in the Issuer’s Form 8-K, and (2) approximately 4,347,850 shares of Common Stock issuable upon conversion of our 500,000 shares of Series A Convertible Preferred Stock, convertible at the rate of 8.6957 shares of Common Stock per 1 share of Series A Convertible Preferred Stock.

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 securities, check the following  ☐.

Ownership of More than Five Percent on Behalf of Another Person.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Identification and Classification of Members of the Group.

Notice of Dissolution of Group.

Certification:

The following certification shall be included if the statement is filed pursuant to Section 240.13d-1(b):