SEC Form SC 13D/A filed by Consumer Portfolio Services Inc. (Amendment)
$CPSS
Finance: Consumer Services
Finance
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
CONSUMER PORTFOLIO SERVICES INC.
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
210502100
(CUSIP Number)
Stephen H. Deckoff
2187 Atlantic Street, 9th Floor
Stamford, CT 06902
(203) 552-0888(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 4, 2022
(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. [ ]
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 the disclosures provided in a prior cover page.
The information required in 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).
SCHEDULE 13D
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CUSIP No: 210502100
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Page 2
of 6 Pages
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1
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NAMES OF REPORTING PERSONS
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||||
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BLACK DIAMOND CAPITAL MANAGEMENT, L.L.C.
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|||||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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||
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(b)
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☐
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||||
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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||||
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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
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||||
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Delaware
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|||||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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|||
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0
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|||||
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8
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SHARED VOTING POWER
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4,265,611
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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4,265,611
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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4,265,611
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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20.24%
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14
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TYPE OF REPORTING PERSON
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OO, IA
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SCHEDULE 13D
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CUSIP No: 210502100
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Page 3
of 6 Pages
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1
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NAMES OF REPORTING PERSONS
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STEPHEN H. DECKOFF
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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||
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(b)
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☐
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||||
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3
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SEC USE ONLY
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||||
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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||||
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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
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United States of America
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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|||
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0
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|||||
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8
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SHARED VOTING POWER
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||||
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4,265,611
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|||||
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9
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SOLE DISPOSITIVE POWER
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||||
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0
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|||||
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10
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SHARED DISPOSITIVE POWER
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||||
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4,265,611
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|||||
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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||||
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4,265,611
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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 (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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20.24%
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14
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TYPE OF REPORTING PERSON
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IN, HC
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SCHEDULE 13D
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CUSIP No: 210502100
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Page 4
of 6 Pages
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| Item 1. |
Security and Issuer
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Item 1 of the Schedule 13D is hereby amended and supplemented as follows:
This Amendment No. 1 to the Schedule 13D (“Amendment No. 1”) amends and supplements the information set forth in the Schedule 13D filed by the Reporting Persons with the U.S. Securities and
Exchange Commission (the “SEC”) on December 9, 2021 (the “Original Schedule 13D” and, together with this Amendment No. 1, the “Schedule 13D”), with respect to the Common Stock, no par value (the “Shares”), of
Consumer Portfolio Services, Inc. (the “Issuer” or the “Company”), whose principal executive offices are located at 800 Howard Hughes Parkway, Suite 1400, Las Vegas, Nevada 89169. All capitalized terms
contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Original Schedule 13D. Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported in the
Original Schedule 13D.
| Item 3. |
Source and Amount of Funds or Other Consideration
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Item 3 of the Schedule 13D is hereby amended and supplemented as follows:
The funds used for the purchase of the Shares reported herein by the Reporting Persons were investment capital of the certain Black Diamond investment vehicles. A total of
approximately $14,984,775.44, including commissions, was paid to acquire the Shares reported herein.
| Item 5. |
Interest in Securities of the Issuer
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Item 5 of the Schedule 13D is hereby amended and supplemented as follows:
(a, b) The aggregate number of Shares and the percentage of total outstanding Shares beneficially owned by the Reporting Persons as of the date hereof is set forth below:
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Reporting Person
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Number of Shares
Beneficially Owned 1 2
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Percentage of
Outstanding Shares
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Number of Outstanding
Shares 3
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Black Diamond
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4,265,611
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20.24%
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21,073,571
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Mr. Deckoff
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4,265,611
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20.24%
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21,073,571
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1 The beneficial ownership for which each figure is provided in this column is the shared, not sole, power to vote or to direct the vote, and the shared, not sole, power to dispose
or to direct the disposition of the Shares.
2 This amount includes 6,274 shares inadvertently omitted from the Reporting Persons' initial Schedule 13D.
3 This figure is based upon information in the Issuer’s proxy statement filed on Schedule 14A, filed November 10, 2021, indicating that, as of November 1, 2021, there were
21,073,571 Shares outstanding.
(c) A description of the transactions in the Shares since the filing of the Original Schedule 13D, all of which were effected with or through a broker, is included in Exhibit B.
(d) Certain Black Diamond investment vehicles have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares covered by this Statement that
may be deemed to be beneficially owned by the Reporting Persons. Such interest of one of such investment vehicles, Black Diamond Credit Strategies Master Fund, Ltd. (“Master Fund”), relates to more than 5 percent of the class of Shares.
(e) This Item 5(e) is not applicable.
| Item 7. |
Material to be Filed as Exhibits.
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Item 7 of the Schedule 13D is hereby amended and supplemented as follows:
Exhibit B: Schedule of Transactions, in response to Item 5(c)
SCHEDULE 13D
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CUSIP No: 210502100
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Page 5 of 6 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
February 8, 2022
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BLACK DIAMOND CAPITAL
MANAGEMENT, L.L.C.
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/s/ Stephen H. Deckoff
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Stephen H. Deckoff
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Managing Principal
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STEPHEN H. DECKOFF
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/s/ Stephen H. Deckoff
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Attention: Intentional misstatements or omissions of act constitute federal violations (see 18 U.S.C. 1001).
SCHEDULE 13D
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CUSIP No: 210502100
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Page 6 of 6 Pages
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EXHIBIT B
SCHEDULE OF TRANSACTIONS
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Name of Account
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Date of
Transaction
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Nature of
Transaction
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Quantity of
Shares
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Price Per Share
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Master Fund
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12/27/2021
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Purchase
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8,475
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$9.4889 (1)
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BDCM Strategic Capital Fund I, L.P.
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12/27/2021
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Purchase
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5,613
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$9.4889 (1)
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Master Fund
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12/28/2021
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Purchase
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699
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$9.4784 (2)
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BDCM Strategic Capital Fund I, L.P.
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12/28/2021
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Purchase
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2,736
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$9.4784 (2)
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BDCM Strategic Capital Fund I, L.P.
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01/11/2022
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Purchase
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5,301
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$10.5062
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BDCM Strategic Capital Fund I, L.P.
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01/12/2022
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Purchase
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15,540
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$10.5802
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BDCM Strategic Capital Fund I, L.P.
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01/13/2022
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Purchase
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3,721
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$10.5648
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BDCM Strategic Capital Fund I, L.P.
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01/14/2022
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Purchase
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6,199
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$10.6271
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BDCM Strategic Capital Fund I, L.P.
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01/18/2022
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Purchase
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17,844
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$10.63
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BDCM Strategic Capital Fund I, L.P.
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01/19/2022
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Purchase
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22,742
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$10.6297
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BDCM Strategic Capital Fund I, L.P.
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01/20/2022
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Purchase
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13,504
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$10.63
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BDCM Strategic Capital Fund I, L.P.
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01/21/2022
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Purchase
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60,947
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$10.4377
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BDCM Strategic Capital Fund I, L.P.
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01/24/2022
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Purchase
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20,426
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$10.1057
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BDCM Strategic Capital Fund I, L.P.
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01/25/2022
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Purchase
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2,248
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$10.3134
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BDCM Strategic Capital Fund I, L.P.
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01/26/2022
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Purchase
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4,020
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$10.78
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BDCM Strategic Capital Fund I, L.P.
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01/27/2022
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Purchase
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14,257
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$10.7556
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BDCM Strategic Capital Fund I, L.P.
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02/04/2022
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Purchase
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7,362
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$10.78
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| 1. |
This price is a weighted average price. The Shares were purchased in multiple transactions at prices ranging from $9.44 to $9.50, inclusive. The Reporting Persons undertake to provide to the Issuer, any security
holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Shares purchased at each separate price within the range set forth in this footnote (1) and (2) herein.
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2.
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This price is a weighted average price. The Shares were purchased in multiple transactions at prices ranging from $9.43 to $9.49, inclusive.
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