SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Eberwein Jeffrey E.

(Last)

(First)

(Middle)

53 FOREST AVENUE

SUITE 101

(Street)

OLD GREENWICH

06870

(City)

(State)

(Zip)

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)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/24/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾	07/24/2023		P		90,457	A	$1.31	2,340,457	D⁽²⁾
Common Stock⁽¹⁾	07/24/2023		S		263,136	D	$1.82⁽³⁾	2,077,321	D⁽²⁾
Common Stock⁽¹⁾	07/25/2023		S		21,165	D	$1.4	2,056,156	D⁽²⁾
Common Stock⁽¹⁾	07/24/2023		P		48,708	A	$1.31	1,273,449	I	By: Star Equity Fund, LP⁽⁴⁾
Common Stock⁽¹⁾	07/24/2023		S		141,689	D	$1.82⁽⁵⁾	1,131.76	I	By: Star Equity Fund, LP⁽⁴⁾
Common Stock⁽¹⁾	07/25/2023		S		11,396	D	$1.4	1,120,391	I	By: Star Equity Fund, LP⁽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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

Eberwein Jeffrey E.

(Last)

(First)

(Middle)

53 FOREST AVENUE

SUITE 101

(Street)

OLD GREENWICH

06870

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Star Equity Fund, LP

(Last)

(First)

(Middle)

53 FOREST AVENUE, SUITE 101

(Street)

OLD GREENWICH

06870

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Star Equity Fund GP, LLC

(Last)

(First)

(Middle)

53 FOREST AVENUE, SUITE 101

(Street)

OLD GREENWICH

06870

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Star Investment Management LLC

(Last)

(First)

(Middle)

53 FOREST AVENUE, SUITE 101

(Street)

OLD GREENWICH

06870

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Star Value, LLC

(Last)

(First)

(Middle)

53 FOREST AVENUE, SUITE 101

(Street)

OLD GREENWICH

06870

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

STAR EQUITY HOLDINGS, INC.

(Last)

(First)

(Middle)

53 FOREST AVE

SUITE 101

(Street)

OLD GREENWICH

06870

(City)

(State)

(Zip)

Explanation of Responses:

1. This Form 4 is filed jointly by Jeffrey E. Eberwein, Star Equity Fund, LP ("Star Equity Fund"), Star Equity Fund GP, LLC ("Star Equity GP"), Star Investment Management, LLC ("Star Investment Management"), Star Value Investments, LLC ("Star Value") and Star Equity Holdings, Inc. ("Star Equity Holdings") (collectively, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that 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. Shares owned directly by Mr. Eberwein.

3. The price reported in Column 4 is a weighted average price, rounded to the nearest cent. These shares were sold in multiple transactions at prices ranging from $1.39 to $1.83, rounded to the nearest cent, inclusive. The Reporting Person undertakes to provide the Issuer and any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price such shares were sold.

4. Shares owned directly by Star Equity Fund. Star Equity GP, as the general partner of Star Equity Fund, may be deemed the beneficial owner of the securities owned by Star Equity Fund. Star Investment Management, as the investment manager of Star Equity Fund, may be deemed the beneficial owner of the securities owned by Star Equity Fund. Star Value, as the sole member of Star Equity GP and wholly owned subsidiary of Star Equity Holdings, may be deemed the beneficial owner of the securities owned by Star Equity Fund. Star Equity Holdings, as the parent of Star Value, sole member of Star Management, and limited partner of Star Equity Fund, may be deemed the beneficial owner of the securities owned by Star Equity Fund. As the manager of Star Equity GP and Star Investment Management, Mr. Eberwein may be deemed the beneficial owner of the securities owned by Star Equity Fund.

5. The price reported in Column 4 is a weighted average price, rounded to the nearest cent. These shares were sold in multiple transactions at prices ranging from $1.39 to $1.83, rounded to the nearest cent, inclusive. The Reporting Person undertakes to provide the Issuer and any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price such shares were sold.

Remarks:

The Reporting Persons have agreed to voluntarily disgorge to the Issuer all statutory "profits" pursuant to Section 16(b) of the Securities and Exchange Commission, as amended, that resulted from the transactions reported herein.

	/s/ Jeffrey E. Eberwein	07/26/2023
	Star Equity Fund, LP; By: /s/ Jeffrey E. Eberwein, Authorized Signatory	07/26/2023
	Star Equity Fund GP, LLC; By: /s/ Jeffrey E. Eberwein, Authorized Signatory	07/26/2023
	Star Investment Management, LLC; By: /s/ Jeffrey E. Eberwein, Authorized Signatory	07/26/2023
	Star Value Investments, LLC; By: /s/ Jeffrey E. Eberwein, Authorized Signatory	07/26/2023
	Star Equity Holdings, Inc.; By: /s/ Jeffrey E. Eberwein, Authorized Signatory	07/26/2023
	** Signature of Reporting Person	Date
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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

SEC Form 4 filed by Eberwein Jeffrey E.