UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. )1
CSW Industrials, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
126402 10 6
(CUSIP Number)
EUGENE DOZORTSEV
NEWTYN MANAGEMENT, LLC
405 PARK AVENUE, SUITE 1104
NEW YORK, NEW YORK 10022
(212) 446-2465
ANDREW FREEDMAN, ESQ.
OLSHAN FROME WOLOSKY LLP
1325 Avenue of the Americas
New York, New York 10019
(212) 451-2300
Authorized to Receive Notices and Communications)
May 10, 2016
(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 x.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
_______________
1 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. 126402 10 6
|
1
|
NAME OF REPORTING PERSON
Newtyn Partners, LP
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||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
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3
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SEC USE ONLY
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||
|
4
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SOURCE OF FUNDS
WC
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||
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
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SOLE VOTING POWER
- 0 -
|
|
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8
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SHARED VOTING POWER
918,000
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||
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9
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SOLE DISPOSITIVE POWER
- 0 -
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||
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10
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SHARED DISPOSITIVE POWER
918,000
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||
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
918,000
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||
|
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
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|
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.9%
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||
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14
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TYPE OF REPORTING PERSON
PN
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2
CUSIP NO. 126402 10 6
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1
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NAME OF REPORTING PERSON
Newtyn TE Partners, LP
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||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
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3
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SEC USE ONLY
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||
|
4
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SOURCE OF FUNDS
WC
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||
|
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
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SOLE VOTING POWER
- 0 -
|
|
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8
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SHARED VOTING POWER
432,000
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||
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9
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SOLE DISPOSITIVE POWER
- 0 -
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||
|
10
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SHARED DISPOSITIVE POWER
432,000
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||
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
432,000
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||
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
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|
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.8%
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||
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14
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TYPE OF REPORTING PERSON
PN
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3
CUSIP NO. 126402 10 6
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1
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NAME OF REPORTING PERSON
Newtyn Management, LLC
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||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
|
3
|
SEC USE ONLY
|
||
|
4
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SOURCE OF FUNDS
OO
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||
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
|
8
|
SHARED VOTING POWER
1,350,000
|
||
|
9
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SOLE DISPOSITIVE POWER
- 0 -
|
||
|
10
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SHARED DISPOSITIVE POWER
1,350,000
|
||
|
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,350,000
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||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.7%
|
||
|
14
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TYPE OF REPORTING PERSON
OO
|
||
4
CUSIP NO. 126402 10 6
|
1
|
NAME OF REPORTING PERSON
Newtyn Capital Partners, LP
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS
OO
|
||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
|
8
|
SHARED VOTING POWER
1,350,000
|
||
|
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
|
10
|
SHARED DISPOSITIVE POWER
1,350,000
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,350,000
|
||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.7%
|
||
|
14
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TYPE OF REPORTING PERSON
PN
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||
5
CUSIP NO. 126402 10 6
|
1
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NAME OF REPORTING PERSON
Ledo Capital, LLC
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS
OO
|
||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
New York
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
|
8
|
SHARED VOTING POWER
1,350,000
|
||
|
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
|
10
|
SHARED DISPOSITIVE POWER
1,350,000
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,350,000
|
||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.7%
|
||
|
14
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TYPE OF REPORTING PERSON
OO
|
||
6
CUSIP NO. 126402 10 6
|
1
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NAME OF REPORTING PERSON
Noah Levy
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||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS
OO & PF
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||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
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|
|
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
609
|
|
|
8
|
SHARED VOTING POWER
1,350,000
|
||
|
9
|
SOLE DISPOSITIVE POWER
609
|
||
|
10
|
SHARED DISPOSITIVE POWER
1,350,000
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,350,609
|
||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.7%
|
||
|
14
|
TYPE OF REPORTING PERSON
IN
|
||
7
CUSIP NO. 126402 10 6
|
1
|
NAME OF REPORTING PERSON
Springdale Capital LLC
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS
OO
|
||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
|
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
|
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
|
10
|
SHARED DISPOSITIVE POWER
109,256
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
109,256
|
||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
|
||
|
14
|
TYPE OF REPORTING PERSON
IA
|
||
8
CUSIP NO. 126402 10 6
|
1
|
NAME OF REPORTING PERSON
Yevgeny Neginsky
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS
OO & PF
|
||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
2,415
|
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
|
9
|
SOLE DISPOSITIVE POWER
2,415
|
||
|
10
|
SHARED DISPOSITIVE POWER
109,256
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
111,671
|
||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
|
||
|
14
|
TYPE OF REPORTING PERSON
IN
|
||
9
CUSIP NO. 126402 10 6
The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).
|
Item 1.
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Security and Issuer.
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This statement relates to the common stock, par value $0.01 per share (the “Shares”), of CSW Industrials, Inc., a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 5400 Lyndon B. Johnson Freeway, Suite 1300, Dallas, Texas 75240.
|
Item 2.
|
Identity and Background.
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(a) This statement is filed by:
|
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(i)
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Newtyn Partners, LP, a Delaware limited partnership (“NP”), with respect to the Shares directly and beneficially owned by it;
|
|
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(ii)
|
Newtyn TE Partners, LP, a Delaware limited partnership (“NTE”), with respect to the Shares directly and beneficially owned by it;
|
|
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(iii)
|
Newtyn Management, LLC, a New York limited liability company (“NM”), as the investment manager of NP and NTE;
|
|
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(iv)
|
Newtyn Capital Partners, LP, a Delaware limited partnership (“NCP”), as the general partner to each of NP and NTE;
|
|
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(v)
|
Ledo Capital, LLC, a New York limited liability company (“Ledo”), as the general partner to NCP;
|
|
|
(vi)
|
Noah Levy, as managing member to NM;
|
|
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(vii)
|
Springdale Capital, LLC, a Connecticut limited liability company (“Springdale”) and registered investment adviser; and
|
|
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(viii)
|
Yevgeny Neginsky, as managing member to Springdale, and as a nominee for the Board of Directors of the Issuer (the “Board”).
|
Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing and Solicitation Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.
(b) The principal business address of each of NP, NTE, NM, NCP, Ledo and Mr. Levy is 405 Park Avenue, Suite 1104, New York, New York 10022. The principal business address of each of Springdale and Mr. Neginsky is 27 Mason Drive, Princeton, NJ 08540.
(c) The principal business of each of NP and NTE is investing in securities. The principal business of NM is serving as the investment manager to each of NP and NTE. The principal business of NCP is serving as the general partner to each of NP and NTE. The principal business of Ledo is serving as the general partner to NCP. The principal occupation of Mr. Levy is serving as managing member to NM. The principal business of Springdale is investing in securities. The principal occupation of Mr. Neginsky is serving as managing member to Springdale.
10
CUSIP NO. 126402 10 6
(d) No Reporting Person has, during the last five (5) years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Each of Messrs. Levy and Neginsky is a citizen of the United States of America.
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
The Shares purchased for the accounts of each of NP and NTE were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated by reference herein. The aggregate purchase price of the 918,000 Shares beneficially owned by NP is approximately $30,635,827, including brokerage commissions. The aggregate purchase price of the 432,000 Shares beneficially owned by NTE is approximately $14,549,839, including brokerage commissions.
Mr. Levy used his personal assets to purchase the 609 Shares reported herein. The total purchase price for such Shares was approximately $20,271, including brokerage commissions.
Springdale, an independent registered investment advisor, has accumulated 109,256 Shares on behalf of accounts that are managed by Springdale (the “Accounts”) under limited powers of attorney, which represents less than 1% of the outstanding Shares. All funds that have been utilized in making such purchases are from such Accounts. The aggregate purchase price of the 109,256 Shares beneficially owned by Springdale is approximately $3,551,445, including brokerage commissions.
Mr. Neginsky used his personal assets to purchase the 2,415 Shares reported herein. The total purchase price for such Shares was approximately $78,374, including brokerage commissions.
|
Item 4.
|
Purpose of Transaction.
|
The Reporting Persons purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.
On May 10, 2016, NP delivered a letter to the Issuer nominating Mr. Neginsky (the “Nominee”), for election to the Board at the Issuer’s 2016 Annual Meeting. The Reporting Persons intend to inform the Board that they are willing to discuss Mr. Neginsky’s nomination in furtherance of reaching a mutually agreeable resolution.
Yevgeny Neginsky has served as the portfolio manager and Managing Member of Springdale since 2009. Prior to founding Springdale, Yevgeny was an investment analyst at Tyndall Management, LLC. Previously, Mr. Neginsky worked at Horsley Bridge Partners where he was part of the investment team overseeing investments in venture capital and private equity funds. Mr. Neginsky received his MBA from The Tuck School of Business at Dartmouth and a Bachelor of Arts, Summa Cum Laude, from Dartmouth College.
11
CUSIP NO. 126402 10 6
No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, (i) continuing to engage in communications with management and the Board regarding ways to improve shareholder value, (ii) engaging in discussions with stockholders of the Issuer or other third parties about the Issuer and the Reporting Persons’ investment, (iii) making recommendations or proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure (including board composition), liquidation of the Issuer’s portfolio with a distribution of the proceeds to shareholders, or suggestions for improving the Issuer’s financial and/or operational performance, (iv) purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or (v) changing their intention with respect to any and all matters referred to in Item 4.
|
Item 5.
|
Interest in Securities of the Issuer.
|
The aggregate percentage of Shares reported owned by each person named herein is based upon 15,589,306 Shares outstanding, as of February 8, 2016, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on February 16, 2016.
|
A.
|
NP
|
|
|
(a)
|
As of the close of business on May 9, 2016, NP beneficially owned 918,000 Shares.
|
Percentage: Approximately 5.9%
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
|
2. Shared power to vote or direct vote: 918,000
|
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
|
4. Shared power to dispose or direct the disposition: 918,000
|
|
|
(c)
|
The transactions in the Shares by NP during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
|
|
B.
|
NTE
|
|
|
(a)
|
As the close of business on May 9, 2016, NTE beneficially owned 432,000 Shares.
|
Percentage: Approximately 2.8%
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
|
2. Shared power to vote or direct vote: 432,000
|
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
|
4. Shared power to dispose or direct the disposition: 432,000
|
12
CUSIP NO. 126402 10 6
|
|
(c)
|
The transactions in the Shares by NTE during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
|
|
C.
|
NM
|
|
|
(a)
|
NM, as the investment manager to each of NP and NTE, may be deemed the beneficial owner of the (i) 918,000 Shares owned by NP and (ii) 432,000 Shares owned by NTE.
|
Percentage: Approximately 8.7%
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
|
2. Shared power to vote or direct vote: 1,350,000
|
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
|
4. Shared power to dispose or direct the disposition: 1,350,000
|
|
|
(c)
|
NM has not entered into any transactions in the Shares during the past sixty (60) days. The transactions in the Shares by NP and NTE during the past sixty (60) days are set forth in Schedule A and are incorporated herein by reference.
|
|
D.
|
NCP
|
|
|
(a)
|
NCP, as the general partner to each of NP and NTE, may be deemed the beneficial owner of the (i) 918,000 Shares owned by NP and (ii) 432,000 Shares owned by NTE.
|
Percentage: Approximately 8.7%
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
|
2. Shared power to vote or direct vote: 1,350,000
|
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
|
4. Shared power to dispose or direct the disposition: 1,350,000
|
|
|
(c)
|
NCP has not entered into any transactions in the Shares during the past sixty (60) days. The transactions in the Shares by NP and NTE during the past sixty (60) days are set forth in Schedule A and are incorporated herein by reference.
|
|
E.
|
Ledo
|
|
|
(a)
|
Ledo, as the general partner to NCP, may be deemed the beneficial owner of the (i) 918,000 Shares owned by NP and (ii) 432,000 Shares owned by NTE.
|
Percentage: Approximately 8.7%
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
|
2. Shared power to vote or direct vote: 1,350,000
|
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
|
4. Shared power to dispose or direct the disposition: 1,350,000
|
13
CUSIP NO. 126402 10 6
|
|
(c)
|
Ledo has not entered into any transactions in the Shares during the past sixty (60) days. The transactions in the Shares by NP and NTE during the past sixty (60) days are set forth in Schedule A and are incorporated herein by reference.
|
F. Mr. Levy
|
|
(a)
|
As of the close of business on May 9, 2016, Mr. Levy directly owned 609 Shares. Mr. Levy, as managing member to NM, may be deemed the beneficial owner of the (i) 918,000 Shares owned by NP and (ii) 432,000 Shares owned by NTE.
|
Percentage: Approximately 8.7%
|
|
(b)
|
1. Sole power to vote or direct vote: 609
|
|
|
2. Shared power to vote or direct vote: 1,350,000
|
|
|
3. Sole power to dispose or direct the disposition: 609
|
|
|
4. Shared power to dispose or direct the disposition: 1,350,000
|
|
|
(c)
|
Mr. Levy has not entered into any transactions in the Shares during the past sixty (60) days. The transactions in the Shares by NP and NTE during the past sixty (60) days are set forth in Schedule A and are incorporated herein by reference.
|
G. Springdale
|
|
(a)
|
As of the close of business on May 9, 2016, Springdale may be deemed the beneficial owner of the 109,256 Shares held in the Accounts.
|
Percentage: Less than 1%
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
|
2. Shared power to vote or direct vote: 0
|
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
|
4. Shared power to dispose or direct the disposition: 109,256
|
|
|
(c)
|
The transactions in the Shares by the Accounts during the past sixty (60) days are set forth in Schedule A and are incorporated herein by reference.
|
H. Mr. Neginsky
|
|
(a)
|
As of the close of business on May 9, 2016, Mr. Neginsky beneficially owned 2,415 Shares. Mr. Neginsky, as the Managing Member to Springdale, may be deemed the beneficial owner of the 109,256 Shares held in the Accounts.
|
Percentage: Less than 1%
|
|
(b)
|
1. Sole power to vote or direct vote: 2,415
|
|
|
2. Shared power to vote or direct vote: 0
|
|
|
3. Sole power to dispose or direct the disposition: 2,415
|
|
|
4. Shared power to dispose or direct the disposition: 109,256
|
|
|
(c)
|
The transactions in the Shares by Mr. Neginsky and the Accounts during the past sixty (60) days are set forth in Schedule A and are incorporated herein by reference.
|
14
CUSIP NO. 126402 10 6
As of the close of business on May 9, 2016, the Reporting Persons collectively beneficially owned an aggregate of 1,462,280 Shares, constituting approximately 9.4% of the Shares outstanding.
Each Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.
|
|
(d)
|
No person other than the Reporting Persons, and the clients of the Accounts, is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
|
|
|
(e)
|
Not applicable.
|
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
On May 10, 2016, the Reporting Persons entered into a Joint Filing and Solicitation Agreement in which, among other things, (a) the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer, (b) the Reporting Persons agreed to solicit proxies or written consents for the election of the Nominees at the Annual Meeting (the “Solicitation”) and (c) NP, NTE, NM, NCP and Ledo agreed to bear all expenses incurred in connection with the Solicitation, including approved expenses incurred by any of the parties in connection with the Solicitation, subject to certain limitations. The Joint Filing and Solicitation Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
|
Item 7.
|
Material to be Filed as Exhibits.
|
|
|
99.1
|
Joint Filing and Solicitation Agreement by and among Newtyn Partners, LP, Newtyn TE Partners, LP, Newtyn Management, LLC, Newtyn Capital Partners, LP, Ledo Capital, LLC, Noah Levy, Springdale Capital, LLC and Yevgeny Neginsky dated May 10, 2016.
|
15
CUSIP NO. 126402 10 6
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: May 10, 2016
|
Newtyn Partners, LP
|
|||
|
By:
|
Newtyn Management, LLC
Investment Manager
|
||
|
By:
|
/s/ Eugene Dozortsev
|
||
|
Name:
|
Eugene Dozortsev
|
||
|
Title:
|
Authorized Signatory
|
||
|
Newtyn TE Partners, LP
|
|||
|
By:
|
Newtyn Management, LLC
Investment Manager
|
||
|
By:
|
/s/ Eugene Dozortsev
|
||
|
Name:
|
Eugene Dozortsev
|
||
|
Title:
|
Authorized Signatory
|
||
|
Newtyn Management, LLC
|
|||
|
By:
|
/s/ Eugene Dozortsev
|
||
|
Name:
|
Eugene Dozortsev
|
||
|
Title:
|
Authorized Signatory
|
||
|
Newtyn Capital Partners, LP
|
|||
|
By:
|
Ledo Capital, LLC
General Partner
|
||
|
By:
|
/s/ Eugene Dozortsev
|
||
|
Name:
|
Eugene Dozortsev
|
||
|
Title:
|
Authorized Signatory
|
||
16
CUSIP NO. 126402 10 6
|
Ledo Capital, LLC
|
|||
|
By:
|
/s/ Eugene Dozortsev
|
||
|
Name:
|
Eugene Dozortsev
|
||
|
Title:
|
Authorized Signatory
|
||
|
/s/ Noah Levy
|
|
|
Noah Levy
|
|
Springdale Capital, LLC
|
|||
|
By:
|
/s/ Yevgeny Neginsky
|
||
|
Name:
|
Yevgeny Neginsky
|
||
|
Title:
|
Managing Member
|
||
|
/s/ Yevgeny Neginsky
|
|
|
Yevgeny Neginsky
|
17
CUSIP NO. 126402 10 6
SCHEDULE A
Transactions in the Shares During the Past Sixty (60) Days
|
Nature of the Transaction
|
Securities
Purchased/(Sold)
|
Price Per
Share($)
|
Date of
Purchase / Sale
|
NEWTYN PARTNERS, LP
|
Purchase of Common Stock
|
1,224
|
31.0084
|
03/21/2016
|
|
Purchase of Common Stock
|
5,576
|
31.1609
|
03/22/2016
|
|
Purchase of Common Stock
|
1,972
|
31.0727
|
03/23/2016
|
|
Purchase of Common Stock
|
3,196
|
31.0839
|
03/24/2016
|
|
Purchase of Common Stock
|
2,856
|
30.9074
|
03/28/2016
|
|
Purchase of Common Stock
|
2,176
|
31.0441
|
03/29/2016
|
|
Purchase of Common Stock
|
68
|
31.0075
|
03/30/2016
|
|
Sale of Common Stock
|
(68)
|
31.9118
|
03/31/2016
|
|
Purchase of Common Stock
|
408
|
30.9892
|
04/05/2016
|
|
Purchase of Common Stock
|
272
|
30.9950
|
04/07/2016
|
|
Purchase of Common Stock
|
272
|
31.0025
|
04/08/2016
|
|
Sale of Common Stock
|
(952)
|
31.8482
|
04/15/2016
|
NEWTYN TE PARTNERS, LP,
|
Purchase of Common Stock
|
576
|
31.0084
|
03/21/2016
|
|
Purchase of Common Stock
|
2,624
|
31.1609
|
03/22/2016
|
|
Purchase of Common Stock
|
928
|
31.0727
|
03/23/2016
|
|
Purchase of Common Stock
|
1,504
|
31.0839
|
03/24/2016
|
|
Purchase of Common Stock
|
1,344
|
30.9074
|
03/28/2016
|
|
Purchase of Common Stock
|
1,024
|
31.0441
|
03/29/2016
|
|
Purchase of Common Stock
|
32
|
31.0075
|
03/30/2016
|
|
Sale of Common Stock
|
(32)
|
31.9119
|
03/31/2016
|
|
Purchase of Common Stock
|
192
|
30.9892
|
04/05/2016
|
|
Purchase of Common Stock
|
128
|
30.9950
|
04/07/2016
|
|
Purchase of Common Stock
|
128
|
31.0025
|
04/08/2016
|
|
Sale of Common Stock
|
(448)
|
31.8482
|
04/15/2016
|
SPRINGDALE CAPITAL, LLC (THROUGH THE ACCOUNTS)
|
Purchase of Common Stock
|
20
|
30.9900
|
03/15/2016
|
|
Purchase of Common Stock
|
20
|
31.0000
|
03/15/2016
|
|
Purchase of Common Stock
|
80
|
30.9900
|
03/15/2016
|
|
Purchase of Common Stock
|
80
|
30.9900
|
03/15/2016
|
|
Purchase of Common Stock
|
100
|
30.9600
|
03/15/2016
|
CUSIP NO. 126402 10 6
|
Purchase of Common Stock
|
100
|
30.9600
|
03/15/2016
|
|
Purchase of Common Stock
|
100
|
30.9900
|
03/15/2016
|
|
Purchase of Common Stock
|
100
|
30.9600
|
03/15/2016
|
|
Purchase of Common Stock
|
100
|
30.9900
|
03/15/2016
|
|
Purchase of Common Stock
|
100
|
31.0000
|
03/15/2016
|
|
Purchase of Common Stock
|
100
|
31.0000
|
03/15/2016
|
|
Purchase of Common Stock
|
100
|
31.0000
|
03/15/2016
|
|
Purchase of Common Stock
|
100
|
31.0000
|
03/15/2016
|
|
Purchase of Common Stock
|
100
|
31.0000
|
03/15/2016
|
|
Purchase of Common Stock
|
100
|
31.0000
|
03/15/2016
|
|
Purchase of Common Stock
|
200
|
30.9900
|
03/15/2016
|
|
Purchase of Common Stock
|
200
|
30.9960
|
03/15/2016
|
|
Purchase of Common Stock
|
300
|
30.9960
|
03/15/2016
|
|
Purchase of Common Stock
|
400
|
30.9960
|
03/15/2016
|
|
Purchase of Common Stock
|
600
|
30.9989
|
03/15/2016
|
|
Purchase of Common Stock
|
1
|
30.8400
|
03/16/2016
|
|
Purchase of Common Stock
|
100
|
30.8500
|
03/16/2016
|
|
Purchase of Common Stock
|
100
|
30.8200
|
03/16/2016
|
|
Purchase of Common Stock
|
100
|
30.8400
|
03/16/2016
|
|
Purchase of Common Stock
|
100
|
30.8500
|
03/16/2016
|
|
Purchase of Common Stock
|
100
|
30.8600
|
03/16/2016
|
|
Purchase of Common Stock
|
100
|
30.8600
|
03/16/2016
|
|
Purchase of Common Stock
|
100
|
30.8600
|
03/16/2016
|
|
Purchase of Common Stock
|
100
|
30.8600
|
03/16/2016
|
|
Purchase of Common Stock
|
100
|
30.8200
|
03/16/2016
|
|
Purchase of Common Stock
|
100
|
30.8200
|
03/16/2016
|
|
Purchase of Common Stock
|
200
|
30.8400
|
03/16/2016
|
|
Purchase of Common Stock
|
400
|
30.8400
|
03/16/2016
|
|
Purchase of Common Stock
|
90
|
31.1000
|
03/18/2016
|
|
Purchase of Common Stock
|
96
|
31.0500
|
03/18/2016
|
|
Purchase of Common Stock
|
100
|
31.0500
|
03/18/2016
|
|
Purchase of Common Stock
|
100
|
31.1200
|
03/18/2016
|
|
Purchase of Common Stock
|
100
|
31.1100
|
03/18/2016
|
|
Purchase of Common Stock
|
100
|
31.1200
|
03/18/2016
|
|
Purchase of Common Stock
|
100
|
31.1200
|
03/18/2016
|
|
Purchase of Common Stock
|
100
|
31.1200
|
03/18/2016
|
|
Purchase of Common Stock
|
100
|
31.1200
|
03/18/2016
|
|
Purchase of Common Stock
|
200
|
31.1200
|
03/18/2016
|
|
Purchase of Common Stock
|
300
|
31.1200
|
03/18/2016
|
|
Purchase of Common Stock
|
300
|
31.1200
|
03/18/2016
|
|
Purchase of Common Stock
|
404
|
31.1200
|
03/18/2016
|
|
Purchase of Common Stock
|
910
|
31.0700
|
03/18/2016
|
|
Purchase of Common Stock
|
27
|
30.9600
|
03/21/2016
|
|
Purchase of Common Stock
|
90
|
31.0000
|
03/21/2016
|
|
Purchase of Common Stock
|
100
|
31.0000
|
03/21/2016
|
|
Purchase of Common Stock
|
100
|
31.0000
|
03/21/2016
|
|
Purchase of Common Stock
|
100
|
30.9300
|
03/21/2016
|
|
Purchase of Common Stock
|
100
|
30.9800
|
03/21/2016
|
|
Purchase of Common Stock
|
100
|
30.9600
|
03/21/2016
|
|
Purchase of Common Stock
|
100
|
30.9900
|
03/21/2016
|
CUSIP NO. 126402 10 6
|
Purchase of Common Stock
|
100
|
30.9900
|
03/21/2016
|
|
Purchase of Common Stock
|
183
|
30.9300
|
03/21/2016
|
|
Purchase of Common Stock
|
200
|
31.0000
|
03/21/2016
|
|
Purchase of Common Stock
|
300
|
30.9800
|
03/21/2016
|
|
Purchase of Common Stock
|
400
|
30.9889
|
03/21/2016
|
|
Purchase of Common Stock
|
1
|
30.9800
|
03/22/2016
|
|
Purchase of Common Stock
|
2
|
30.9800
|
03/22/2016
|
|
Purchase of Common Stock
|
2
|
31.0000
|
03/22/2016
|
|
Purchase of Common Stock
|
5
|
30.9800
|
03/22/2016
|
|
Purchase of Common Stock
|
6
|
30.9800
|
03/22/2016
|
|
Purchase of Common Stock
|
100
|
31.0000
|
03/22/2016
|
|
Purchase of Common Stock
|
100
|
31.0000
|
03/22/2016
|
|
Purchase of Common Stock
|
100
|
31.0000
|
03/22/2016
|
|
Purchase of Common Stock
|
100
|
31.0000
|
03/22/2016
|
|
Purchase of Common Stock
|
100
|
31.0000
|
03/22/2016
|
|
Purchase of Common Stock
|
100
|
31.0000
|
03/22/2016
|
|
Purchase of Common Stock
|
100
|
31.0000
|
03/22/2016
|
|
Purchase of Common Stock
|
100
|
31.0000
|
03/22/2016
|
|
Purchase of Common Stock
|
100
|
31.0000
|
03/22/2016
|
|
Purchase of Common Stock
|
100
|
31.0000
|
03/22/2016
|
|
Purchase of Common Stock
|
100
|
31.0000
|
03/22/2016
|
|
Purchase of Common Stock
|
100
|
31.0000
|
03/22/2016
|
|
Purchase of Common Stock
|
100
|
31.0000
|
03/22/2016
|
|
Purchase of Common Stock
|
112
|
30.9800
|
03/22/2016
|
|
Purchase of Common Stock
|
198
|
31.0000
|
03/22/2016
|
|
Purchase of Common Stock
|
208
|
30.9800
|
03/22/2016
|
|
Purchase of Common Stock
|
233
|
30.9800
|
03/22/2016
|
|
Purchase of Common Stock
|
328
|
30.9800
|
03/22/2016
|
|
Purchase of Common Stock
|
605
|
30.9800
|
03/22/2016
|
|
Purchase of Common Stock
|
1
|
32.3119
|
04/18/2016
|
|
Purchase of Common Stock
|
1
|
32.3119
|
04/18/2016
|
|
Purchase of Common Stock
|
3
|
32.3119
|
04/18/2016
|
|
Purchase of Common Stock
|
3
|
32.3119
|
04/18/2016
|
|
Purchase of Common Stock
|
3
|
32.3119
|
04/18/2016
|
|
Purchase of Common Stock
|
3
|
32.3119
|
04/18/2016
|
|
Purchase of Common Stock
|
3
|
32.3119
|
04/18/2016
|
|
Purchase of Common Stock
|
4
|
32.3119
|
04/18/2016
|
|
Purchase of Common Stock
|
4
|
32.3119
|
04/18/2016
|
|
Purchase of Common Stock
|
4
|
32.3119
|
04/18/2016
|
|
Purchase of Common Stock
|
4
|
32.3119
|
04/18/2016
|
|
Purchase of Common Stock
|
5
|
32.3119
|
04/18/2016
|
|
Purchase of Common Stock
|
5
|
32.3119
|
04/18/2016
|
|
Purchase of Common Stock
|
5
|
32.3119
|
04/18/2016
|
|
Purchase of Common Stock
|
5
|
32.3119
|
04/18/2016
|
|
Purchase of Common Stock
|
6
|
32.3119
|
04/18/2016
|
|
Purchase of Common Stock
|
6
|
32.3119
|
04/18/2016
|
|
Purchase of Common Stock
|
6
|
32.3119
|
04/18/2016
|
|
Purchase of Common Stock
|
7
|
32.3119
|
04/18/2016
|
|
Purchase of Common Stock
|
7
|
32.3119
|
04/18/2016
|
|
Purchase of Common Stock
|
7
|
32.3119
|
04/18/2016
|
CUSIP NO. 126402 10 6
|
Purchase of Common Stock
|
8
|
32.3119
|
04/18/2016
|
|
Purchase of Common Stock
|
8
|
32.3119
|
04/18/2016
|
|
Purchase of Common Stock
|
8
|
32.3119
|
04/18/2016
|
|
Purchase of Common Stock
|
9
|
32.3119
|
04/18/2016
|
|
Purchase of Common Stock
|
9
|
32.3119
|
04/18/2016
|
|
Purchase of Common Stock
|
9
|
32.3119
|
04/18/2016
|
|
Purchase of Common Stock
|
9
|
32.3119
|
04/18/2016
|
|
Purchase of Common Stock
|
9
|
32.3119
|
04/18/2016
|
|
Purchase of Common Stock
|
11
|
32.3119
|
04/18/2016
|
|
Purchase of Common Stock
|
12
|
32.3119
|
04/18/2016
|
|
Purchase of Common Stock
|
13
|
32.3119
|
04/18/2016
|
|
Purchase of Common Stock
|
13
|
32.3119
|
04/18/2016
|
|
Purchase of Common Stock
|
14
|
32.3119
|
04/18/2016
|
|
Purchase of Common Stock
|
16
|
32.3119
|
04/18/2016
|
|
Purchase of Common Stock
|
18
|
32.3119
|
04/18/2016
|
|
Purchase of Common Stock
|
21
|
32.3119
|
04/18/2016
|
|
Purchase of Common Stock
|
21
|
32.3119
|
04/18/2016
|
|
Purchase of Common Stock
|
31
|
32.3119
|
04/18/2016
|
|
Purchase of Common Stock
|
31
|
32.3119
|
04/18/2016
|
|
Purchase of Common Stock
|
41
|
32.3119
|
04/18/2016
|
|
Purchase of Common Stock
|
150
|
32.3119
|
04/18/2016
|
|
Purchase of Common Stock
|
208
|
32.3119
|
04/18/2016
|
|
Purchase of Common Stock
|
1
|
32.3119
|
04/18/2016
|
|
Purchase of Common Stock
|
2
|
32.3943
|
04/20/2016
|
|
Purchase of Common Stock
|
10
|
32.4996
|
04/20/2016
|
|
Purchase of Common Stock
|
1
|
32.3943
|
04/20/2016
|
|
Purchase of Common Stock
|
2
|
32.3943
|
04/20/2016
|
|
Purchase of Common Stock
|
6
|
32.4996
|
04/20/2016
|
|
Purchase of Common Stock
|
7
|
32.3943
|
04/20/2016
|
|
Purchase of Common Stock
|
7
|
32.3943
|
04/20/2016
|
|
Purchase of Common Stock
|
7
|
32.3943
|
04/20/2016
|
|
Purchase of Common Stock
|
7
|
32.3943
|
04/20/2016
|
|
Purchase of Common Stock
|
7
|
32.3943
|
04/20/2016
|
|
Purchase of Common Stock
|
9
|
32.3943
|
04/20/2016
|
|
Purchase of Common Stock
|
9
|
32.3943
|
04/20/2016
|
|
Purchase of Common Stock
|
9
|
32.3943
|
04/20/2016
|
|
Purchase of Common Stock
|
10
|
32.4996
|
04/20/2016
|
|
Purchase of Common Stock
|
10
|
32.3943
|
04/20/2016
|
|
Purchase of Common Stock
|
10
|
32.3943
|
04/20/2016
|
|
Purchase of Common Stock
|
10
|
32.3943
|
04/20/2016
|
|
Purchase of Common Stock
|
11
|
32.3943
|
04/20/2016
|
|
Purchase of Common Stock
|
11
|
32.3943
|
04/20/2016
|
|
Purchase of Common Stock
|
13
|
32.3943
|
04/20/2016
|
|
Purchase of Common Stock
|
13
|
32.3943
|
04/20/2016
|
|
Purchase of Common Stock
|
14
|
32.3943
|
04/20/2016
|
|
Purchase of Common Stock
|
16
|
32.3943
|
04/20/2016
|
|
Purchase of Common Stock
|
16
|
32.3943
|
04/20/2016
|
|
Purchase of Common Stock
|
16
|
32.3943
|
04/20/2016
|
|
Purchase of Common Stock
|
18
|
32.3943
|
04/20/2016
|
|
Purchase of Common Stock
|
18
|
32.3943
|
04/20/2016
|
CUSIP NO. 126402 10 6
|
Purchase of Common Stock
|
19
|
32.3943
|
04/20/2016
|
|
Purchase of Common Stock
|
19
|
32.3943
|
04/20/2016
|
|
Purchase of Common Stock
|
20
|
32.3943
|
04/20/2016
|
|
Purchase of Common Stock
|
20
|
32.3943
|
04/20/2016
|
|
Purchase of Common Stock
|
20
|
32.3943
|
04/20/2016
|
|
Purchase of Common Stock
|
22
|
32.3943
|
04/20/2016
|
|
Purchase of Common Stock
|
24
|
32.3943
|
04/20/2016
|
|
Purchase of Common Stock
|
26
|
32.3943
|
04/20/2016
|
|
Purchase of Common Stock
|
30
|
32.3943
|
04/20/2016
|
|
Purchase of Common Stock
|
31
|
32.3943
|
04/20/2016
|
|
Purchase of Common Stock
|
32
|
32.3943
|
04/20/2016
|
|
Purchase of Common Stock
|
37
|
32.4996
|
04/20/2016
|
|
Purchase of Common Stock
|
37
|
32.3943
|
04/20/2016
|
|
Purchase of Common Stock
|
40
|
32.4996
|
04/20/2016
|
|
Purchase of Common Stock
|
40
|
32.4996
|
04/20/2016
|
|
Purchase of Common Stock
|
42
|
32.4996
|
04/20/2016
|
|
Purchase of Common Stock
|
42
|
32.4996
|
04/20/2016
|
|
Purchase of Common Stock
|
42
|
32.3943
|
04/20/2016
|
|
Purchase of Common Stock
|
48
|
32.3943
|
04/20/2016
|
|
Purchase of Common Stock
|
49
|
32.4996
|
04/20/2016
|
|
Purchase of Common Stock
|
50
|
32.4996
|
04/20/2016
|
|
Purchase of Common Stock
|
50
|
32.3943
|
04/20/2016
|
|
Purchase of Common Stock
|
53
|
32.4996
|
04/20/2016
|
|
Purchase of Common Stock
|
55
|
32.4996
|
04/20/2016
|
|
Purchase of Common Stock
|
58
|
32.4996
|
04/20/2016
|
|
Purchase of Common Stock
|
59
|
32.4996
|
04/20/2016
|
|
Purchase of Common Stock
|
61
|
32.4996
|
04/20/2016
|
|
Purchase of Common Stock
|
66
|
32.4996
|
04/20/2016
|
|
Purchase of Common Stock
|
72
|
32.3943
|
04/20/2016
|
|
Purchase of Common Stock
|
73
|
32.4996
|
04/20/2016
|
|
Purchase of Common Stock
|
73
|
32.3943
|
04/20/2016
|
|
Purchase of Common Stock
|
76
|
32.4996
|
04/20/2016
|
|
Purchase of Common Stock
|
83
|
32.4996
|
04/20/2016
|
|
Purchase of Common Stock
|
92
|
32.4996
|
04/20/2016
|
|
Purchase of Common Stock
|
94
|
32.4996
|
04/20/2016
|
|
Purchase of Common Stock
|
95
|
32.4996
|
04/20/2016
|
|
Purchase of Common Stock
|
96
|
32.3943
|
04/20/2016
|
|
Purchase of Common Stock
|
105
|
32.4996
|
04/20/2016
|
|
Purchase of Common Stock
|
106
|
32.4996
|
04/20/2016
|
|
Purchase of Common Stock
|
113
|
32.4996
|
04/20/2016
|
|
Purchase of Common Stock
|
114
|
32.4996
|
04/20/2016
|
|
Purchase of Common Stock
|
116
|
32.4996
|
04/20/2016
|
|
Purchase of Common Stock
|
117
|
32.4996
|
04/20/2016
|
|
Purchase of Common Stock
|
119
|
32.4996
|
04/20/2016
|
|
Purchase of Common Stock
|
126
|
32.4996
|
04/20/2016
|
|
Purchase of Common Stock
|
144
|
32.4996
|
04/20/2016
|
|
Purchase of Common Stock
|
156
|
32.4996
|
04/20/2016
|
|
Purchase of Common Stock
|
178
|
32.4996
|
04/20/2016
|
|
Purchase of Common Stock
|
181
|
32.4996
|
04/20/2016
|
|
Purchase of Common Stock
|
188
|
32.4996
|
04/20/2016
|
CUSIP NO. 126402 10 6
|
Purchase of Common Stock
|
219
|
32.4996
|
04/20/2016
|
|
Purchase of Common Stock
|
246
|
32.4996
|
04/20/2016
|
|
Purchase of Common Stock
|
287
|
32.4996
|
04/20/2016
|
|
Purchase of Common Stock
|
296
|
32.4996
|
04/20/2016
|
|
Purchase of Common Stock
|
353
|
32.3943
|
04/20/2016
|
|
Purchase of Common Stock
|
414
|
32.3943
|
04/20/2016
|
|
Purchase of Common Stock
|
428
|
32.4996
|
04/20/2016
|
|
Purchase of Common Stock
|
434
|
32.4996
|
04/20/2016
|
|
Purchase of Common Stock
|
569
|
32.4996
|
04/20/2016
|
|
Purchase of Common Stock
|
2,107
|
32.4996
|
04/20/2016
|
|
Purchase of Common Stock
|
2,470
|
32.4996
|
04/20/2016
|
|
Purchase of Common Stock
|
200
|
32.4950
|
05/02/2016
|
|
Purchase of Common Stock
|
352
|
32.4989
|
05/02/2016
|
YEVGENY NEGINSKY
|
Purchase of Common Stock
|
9
|
32.3119
|
04/18/2016
|
|
Purchase of Common Stock
|
18
|
32.3119
|
04/18/2016
|
|
Purchase of Common Stock
|
6
|
32.3119
|
04/18/2016
|
|
Purchase of Common Stock
|
22
|
32.3943
|
04/20/2016
|
|
Purchase of Common Stock
|
126
|
32.4996
|
04/20/2016
|
|
Purchase of Common Stock
|
42
|
32.3943
|
04/20/2016
|
|
Purchase of Common Stock
|
246
|
32.4996
|
04/20/2016
|
|
Purchase of Common Stock
|
14
|
32.3943
|
04/20/2016
|
|
Purchase of Common Stock
|
83
|
32.4996
|
04/20/2016
|
Exhibit 99.1
JOINT FILING AND SOLICITATION AGREEMENT
WHEREAS, certain of the undersigned are stockholders, direct or beneficial, of CSW Industrials, Inc., a Delaware corporation (the “Company”);
WHEREAS, Newtyn Partners, LP, Newtyn TE Partners, LP, Newtyn Management, LLC, Newtyn Capital Partners, LP, Ledo Capital, LLC (collectively, “Newtyn”), Noah Levy, Springdale Capital, LLC and Yevgeny Neginsky, wish to form a group for the purpose of seeking representation on the Board of Directors of the Company (the “Board”) at the 2016 annual meeting of stockholders of the Company (including any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof, the “2016 Annual Meeting”) and for the purpose of taking all other action necessary to achieve the foregoing.
NOW, IT IS AGREED, this 10th day of May 2016 by the parties hereto:
1. In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), each of the undersigned (collectively, the “Group”) agrees to the joint filing on behalf of each of them of statements on Schedule 13D, and any amendments thereto, with respect to the securities of the Company. Each member of the Group shall be responsible for the accuracy and completeness of his/its own disclosure therein, and is not responsible for the accuracy and completeness of the information concerning the other members, unless such member knows or has reason to know that such information is inaccurate.
2. So long as this agreement is in effect, each of the undersigned shall provide written notice to Olshan Frome Wolosky LLP (“Olshan”) of (i) any of their purchases or sales of securities of the Company; or (ii) any securities of the Company over which they acquire or dispose of beneficial ownership. Notice shall be given no later than 24 hours after each such transaction.
3. Each of the undersigned agrees to form the Group for the purpose of (i) soliciting proxies or written consents for the election of the persons nominated by the Group to the Board at the 2016 Annual Meeting, (ii) taking such other actions as the parties deem advisable, and (iii) taking all other action necessary or advisable to achieve the foregoing.
4. Newtyn shall have the right to pre-approve all expenses incurred in connection with the Group’s activities and agrees to pay directly all such pre-approved expenses.
5. Each of the undersigned agrees that any SEC filing, press release or stockholder communication proposed to be made or issued by the Group or any member of the Group in connection with the Group’s activities set forth in Section 3 shall be first approved by Newtyn, or its representatives, which approval shall not be unreasonably withheld.
6. The relationship of the parties hereto shall be limited to carrying on the business of the Group in accordance with the terms of this Agreement. Such relationship shall be construed and deemed to be for the sole and limited purpose of carrying on such business as described herein. Nothing herein shall be construed to authorize any party to act as an agent for any other party, or to create a joint venture or partnership, or to constitute an indemnification. Nothing herein shall restrict any party’s right to purchase or sell securities of the Company, as he/it deems appropriate, in his/its sole discretion, provided that all such sales are made in compliance with all applicable securities laws.
7. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart.
8. In the event of any dispute arising out of the provisions of this Agreement or their investment in the Company, the parties hereto consent and submit to the exclusive jurisdiction of the Federal and State Courts in the State of New York.
9. Any party hereto may terminate his/its obligations under this Agreement on 24 hours’ written notice to all other parties, with a copy by fax to Andrew Freedman at Olshan, Fax No. (212) 451-2222.
10. Each party acknowledges that Olshan shall act as counsel for both the Group and Newtyn relating to their investment in the Company.
11. Each of the undersigned parties hereby agrees that this Agreement shall be filed as an exhibit to a Schedule 13D pursuant to Rule 13d-1(k)(1)(iii) under the Exchange Act.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.
|
Newtyn Partners, LP
|
|||
|
By:
|
Newtyn Management, LLC
Investment Manager
|
||
|
By:
|
/s/ Eugene Dozortsev
|
||
|
Name:
|
Eugene Dozortsev
|
||
|
Title:
|
Authorized Signatory
|
||
|
Newtyn TE Partners, LP
|
|||
|
By:
|
Newtyn Management, LLC
Investment Manager
|
||
|
By:
|
/s/ Eugene Dozortsev
|
||
|
Name:
|
Eugene Dozortsev
|
||
|
Title:
|
Authorized Signatory
|
||
|
Newtyn Management, LLC
|
|||
|
By:
|
/s/ Eugene Dozortsev
|
||
|
Name:
|
Eugene Dozortsev
|
||
|
Title:
|
Authorized Signatory
|
||
|
Newtyn Capital Partners, LP
|
|||
|
By:
|
Ledo Capital, LLC
General Partner
|
||
|
By:
|
/s/ Eugene Dozortsev
|
||
|
Name:
|
Eugene Dozortsev
|
||
|
Title:
|
Authorized Signatory
|
||
|
Ledo Capital, LLC
|
|||
|
By:
|
/s/ Eugene Dozortsev
|
||
|
Name:
|
Eugene Dozortsev
|
||
|
Title:
|
Authorized Signatory
|
||
|
/s/ Noah Levy
|
|
|
Noah Levy
|
|
Springdale Capital, LLC
|
|||
|
By:
|
/s/ Yevgeny Neginsky
|
||
|
Name:
|
Yevgeny Neginsky
|
||
|
Title:
|
Managing Member
|
||
|
/s/ Yevgeny Neginsky
|
|||
|
Yevgeny Neginsky
|
|||