Sec Form 4 Filing - Eberwein Jeffrey E. @ Superior Drilling Products, Inc. - 2016-10-26

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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Eberwein Jeffrey E. 2. Issuer Name and Ticker or Trading Symbol Superior Drilling Products, Inc. [ SDPI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) X __ Other (specify below) See Footnote 1 (Last) (First) (Middle) 53 FOREST AVENUE, 1ST FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 10/26/2016 (Street) OLD GREENWICH, CT06870 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock ( 1 ) 10/26/2016 S( 5 ) 1,725,889 D $ 0.8396 0 I By: Lone Star Value Investors, LP ( 2 ) Common Stock ( 1 ) 300,000 I By: Lone Star Value Co-Invest I, LP ( 3 ) Common Stock ( 1 ) 526,700 I By: Separately Managed Account ( 4 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Eberwein Jeffrey E. 53 FOREST AVENUE, 1ST FLOOR OLD GREENWICH, CT06870 X See Footnote 1 Lone Star Value Investors LP 53 FOREST AVENUE, 1ST FLOOR OLD GREENWICH, CT06870 See Footnote 1 Lone Star Value Co-Invest I, LP 53 FOREST AVENUE, 1ST FLOOR OLD GREENWICH, CT06870 See Footnote 1 Lone Star Value Investors GP LLC 53 FOREST AVENUE, 1ST FLOOR OLD GREENWICH, CT06870 See Footnote 1 Lone Star Value Management LLC 53 FOREST AVENUE, 1ST FLOOR OLD GREENWICH, CT06870 X See Footnote 1 Signatures /s/ Jeffrey E. Eberwein 10/28/2016 Signature of Reporting Person Date Lone Star Value Investors, LP; By: Lone Star Value Investors GP, LLC; By: /s/ Jeffrey E. Eberwein, Authorized Signatory 10/28/2016 Signature of Reporting Person Date Lone Star Value Co-Invest I, LP; By: /s/ Lone Star Value Investors GP, LLC; By: /s/ Jeffrey E. Eberwein, Authorized Signatory 10/28/2016 Signature of Reporting Person Date Lone Star Value Investors GP, LLC; By: /s/ Jeffrey E. Eberwein, Authorized Signatory 10/28/2016 Signature of Reporting Person Date Lone Star Value Management, LLC; By: /s/ Jeffrey E. Eberwein, Authorized Signatory 10/28/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This Form 4 is filed jointly by Lone Star Value Investors, LP ("Lone Star Value Investors"), Lone Star Value Co-Invest I, LP ("Lone Star Value Co-Invest"), Lone Star Value Investors GP, LLC ("Lone Star Value GP"), Lone Star Value Management, LLC ("Lone Star Value Management") and Jeffrey E. Eberwein (collectively, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that no longer collectively beneficially owns more than 10% of the Issuer's outstanding shares of Common Stock. Each Reporting Person disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such shares of Common Stock for purposes of Section 16 or for any other purpose. ( 2 )Securities owned directly by Lone Star Value Investors. Lone Star Value GP, as the general partner of Lone Star Value Investors, may be deemed the beneficial owner of the securities owned by Lone Star Value Investors. Lone Star Value Management, as the investment manager of Lone Star Value Investors, may be deemed the beneficial owner of the securities owned by Lone Star Value Investors. Mr. Eberwein, as the manager of Lone Star Value GP and sole member of Lone Star Value Management, may be deemed the beneficial owner of the securities owned by Lone Star Value Investors. ( 3 )Securities owned directly by Lone Star Value Co-Invest. Lone Star Value GP, as the general partner of Lone Star Value Co-Invest, may be deemed the beneficial owner of the securities owned by Lone Star Value Co-Invest. Lone Star Value Management, as the investment manager of Lone Star ValueCo-Invest, may be deemed the beneficial owner of the securities owned by Lone Star Value Co-Invest. Mr. Eberwein, as the sole investor and sole owner of Lone Star Value Co-Invest, the manager of Lone Star Value GP and sole member of Lone Star Value Management, may be deemed the beneficial owner of the securities owned by Lone Star Value Co-Invest. ( 4 )Securities held in an account separately managed by Lone Star Value Management ("Separately Managed Account I"). Lone Star Value Management, as the investment manager of Separately Managed Account I, may be deemed the beneficial owner of the securities held in Separately Managed Account I. Mr. Eberwein, as the sole member of Lone Star Value Management, may be deemed the beneficial owner of the securities held in Separately Managed Account I. ( 5 )Purchases by Lone Star Value Co-Invest of an aggregate of 100 shares on October 21, 2016 at a price of $0.8300 have been matched against sales on October 26, 2016 by Lone Star Value Investors of an aggregate of 100 shares at a price of $0.8396. The aforementioned purchase price constitutes the lowest purchase price paid by the Reporting Persons matched against the highest sale price that the Reporting Persons received for the sale of shares. For the avoidance of doubt, only 100 shares were purchased at $0.8300, the remaining shares were purchased at prices of $0.8400 and above. The Reporting Persons have agreed to pay the Issuer $0.96, representing the full amount of the Reporting Persons' pecuniary interest in the profit realized in connection with the short-swing transaction.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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