SEC Form SC 13G filed by Westrock Coffee Company
Westrock Coffee Company
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(Name of Issuer)
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Common Stock, par value $0.01 per share
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(Title of Class of Securities)
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96145W103
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(CUSIP Number)
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December 31, 2023
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(Date of Event Which Requires Filing of this Statement)
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CUSIP No. 96145W103
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Page 2 of 10 pages
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1
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NAMES OF REPORTING PERSONS
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The Stephens Group, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [X]
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Arkansas, U.S.A.
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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8,292,697
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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8,292,697
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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8,292,697
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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9.11%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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CUSIP No. 96145W103
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Page 3 of 10 pages
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1
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NAMES OF REPORTING PERSONS
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SG-Coffee, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [X]
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Arkansas, U.S.A.
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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2,785,082
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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2,785,082
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,785,082
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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3.06%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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CUSIP No. 96145W103
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Page 4 of 10 pages
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1
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NAMES OF REPORTING PERSONS
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Elizabeth Stephens Campbell
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
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(a) [X]
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|||||
(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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U.S.A.
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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8,292,697
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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8,292,697
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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8,292,697
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|||
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||||
10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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9.11%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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CUSIP No. 96145W103
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Page 5 of 10 pages
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1
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NAMES OF REPORTING PERSONS
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W.R. Stephens, Jr.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a) [X]
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|||||
(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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U.S.A.
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
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SOLE VOTING POWER
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0
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|||
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||||
6
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SHARED VOTING POWER
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8,292,697
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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8,292,697
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|||
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||||
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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8,292,697
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|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
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|
||||
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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9.11%
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|||
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||||
12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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CUSIP No. 96145W103
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Page 6 of 10 pages
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Item 1(a). |
Name of Issuer:
Westrock Coffee Company
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Item 1(b). |
Address of Issuer's Principal Executive Offices:
4009 North Rodney Parham Road, 3rd Floor, Little Rock, AR 72212
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Item 2(a). |
Name of Person Filing:
The Stephens Group, LLC
SG-Coffee, LLC
Elizabeth Stephens Campbell
W.R. Stephens, Jr.
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Item 2(b). |
Address of Principal Business Office or, if none, Residence:
100 River Bluff Drive, Suite 500, Little Rock, AR 72202
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Item 2(c). |
Citizenship:
See Item 4 of each cover page
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Item 2(d). |
Title of Class of Securities:
Common Stock, $0.01 par value per share (“Common Stock”)
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Item 2(e). |
CUSIP Number:
96145W103
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CUSIP No. 96145W103
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Page 7 of 10 pages
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Item 3. | If This Statement Is Filed Pursuant to Sections 240.13d-1(b) or |
(a) | ☐ Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o); |
(b) | ☐ Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); |
(c) | ☐ Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); |
(d) | ☐ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
(e) | ☐ Investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E); |
(f) | ☐ Employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F); |
(g) | ☐ Parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G); |
(h) | ☐ Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
(i) | ☐ Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
(j) | ☐ A non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J); |
(k) | ☐ Group, in accordance with Section 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____________________________ . |
Item 4. | Ownership. |
(a) |
Amount beneficially owned:
See Item 9 of each cover page.
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(b) |
Percent of class:
See Item 11 of each cover page. 2,940,896 of the 8,292,697 total shares of Common Stock reported herein are shares of
Common Stock issuable upon conversion of Series A Preferred Stock. The percent of class is calculated using a total of 90,980,080 shares of Common Stock representing the 88,039,184 shares of Common Stock deemed outstanding as of
November 3, 2023, as reported in Form 10-Q filed by the Issuer on November 9, 2023, plus the 2,940,896 shares of Common Stock issuable upon conversion of Series A Preferred Stock held by the Persons Filing.
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(c) | Number of shares as to which the person has: |
(i) |
Sole power to vote or to direct the vote:
See Item 5 of each cover page.
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(ii) |
Shared power to vote or to direct the vote:
See Item 6 of each cover page.
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(iii) |
Sole power to dispose or to direct the disposition of:
See Item 7 of each cover page.
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(iv) |
Shared power to dispose or to direct the disposition of:
See Item 8 of each cover page.
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CUSIP No. 96145W103
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Page 8 of 10 pages
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Item 5. | Ownership of Five Percent or Less of a Class. |
Item 6. | Ownership of More Than Five Percent on Behalf of Another Person. |
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. |
Item 8. | Identification and Classification of Members of the Group. |
Item 9. | Notice of Dissolution of Group. |
Item 10.
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Certification.
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CUSIP No. 96145W103
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Page 9 of 10 pages
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The Stephens Group, LLC
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By:
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/s/ William W. Kilgroe
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Name: William W. Kilgroe
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Title: General Counsel
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SG-Coffee, LLC
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By:
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The Stephens Group, LLC
its Manager
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/s/ William W. Kilgroe
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Title: General Counsel
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/s/ William W. Kilgroe
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William W. Kilgroe, Power of Attorney for
Elizabeth Stephens Campbell
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/s/ William W. Kilgroe
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William W. Kilgroe, Power of Attorney for
W.R. Stephens, Jr.
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CUSIP No. 96145W103
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Page 10 of 10 pages
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Exhibit Number
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Title
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99.1
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Joint Filing Agreement
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99.2
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Power of Attorney
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