Amendment: SEC Form SC 13D/A filed by Westwood Holdings Group Inc

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 13D/A

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(a)

Under the Securities Exchange Act of 1934

(Amendment No. 2)

Westwood Holdings Group, Inc.
(Name of Issuer)

Common Stock, par value $0.01 per share
(Title of Class of Securities)

961765104
(CUSIP Number)

Hoak Public Equities, L.P.
3963 Maple Avenue, Suite 450
Dallas, Texas 75219
(214) 855-2284
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

November 5, 2024

(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 Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7 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).

* This calculation is based upon 9,271,573 shares of Common Stock, $0.01 par value per share (“Common Stock”) of Westwood Holdings Group, Inc. (the “Issuer”) outstanding as of October 24, 2024 as disclosed on the Issuer’s Form 10-Q filed with the U.S. Securities and Exchange Commission (the “SEC”) on October 30, 2024.

* This calculation is based upon 9,271,573 shares of Common Stock of the Issuer outstanding as of October 24, 2024 as disclosed on the Issuer’s Form 10-Q filed with the SEC on October 30, 2024.

* This calculation is based upon 9,271,573 shares of Common Stock of the Issuer outstanding as of October 24, 2024 as disclosed on the Issuer’s Form 10-Q filed with the SEC on October 30, 2024.

* Includes (1) 744,353 shares of Common Stock of the Issuer held directly by Hoak Public Equities, L.P., and (2) 74,300 shares of Common Stock of the Issuer held by J. Hale Hoak (of which 25,000 shares of Common Stock are held in the name of J. Hale Hoak Child’s Trust). 

** This calculation is based upon 9,271,573 shares of Common Stock of the Issuer outstanding as of October 24, 2024 as disclosed on the Issuer’s Form 10-Q filed with the SEC on October 30, 2024.

* This calculation is based upon 9,271,573 shares of Common Stock of the Issuer outstanding as of October 24, 2024 as disclosed on the Issuer’s Form 10-Q filed with the SEC on October 30, 2024.

This Amendment No. 2 to Schedule 13D (“Amendment No. 2”) amends and supplements the Schedule 13D originally filed with the Securities and Exchange Commission (“SEC”) on December 12, 2023 (the “Original 13D”) as amended by Amendment No. 1 to Schedule 13D filed with the SEC on May 13, 2024 (“Amendment No. 1”, and together with the Original 13D and Amendment No. 2, the “Schedule 13D”). Unless otherwise indicated, all capitalized terms used but not defined herein shall have the meanings ascribed to them in the Original 13D.

This Amendment No. 2 is being filed to make amendments to the Schedule 13D as follows:

Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows:

The total amount of funds used for the purchase of Common Stock by HPE was $8,396,799.72 (including costs of commissions and expenses). All of the shares of Common Stock beneficially owned by HPE were paid for using working capital of HPE. Hoak Management, Hoak & Co. and James M. Hoak, Jr., do not directly hold any Common Stock but may be deemed to beneficially own the Common Stock owned by HPE.

J. Hale Hoak may also be deemed to beneficially own the Common Stock owned by HPE. The total amount of funds used for the purchase of the remaining Common Stock reported by J. Hale Hoak (of which 25,000 shares are held in J. Hale Hoak Child’s Trust), was $878,712.99 (including costs of commissions and expenses), such shares being paid for using personal funds.

Item 5 of the Schedule 13D is hereby amended by amending and replacing in their entirety each of Items 5(a) and 5(c) as follows:

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.

Schedule A

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