SEC Form SC 13G/A filed by Cooper-Standard Holdings Inc. (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
| Cooper-Standard Holdings Inc. |
| (Name of Issuer) |
| Common Stock, par value $0.001 |
| (Title of Class of Securities) |
| 21676P103 |
| (CUSIP Number) |
| December 31, 2022 |
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| o | Rule 13d-1(b) |
| x | Rule 13d-1(c) |
| o | Rule 13d-1(d) |
*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).
| CUSIP No. 21676P103 | 13G/A | Page 1 of 7 Pages |
|
1. |
NAME OF REPORTING PERSONS Divisar Partners QP, L.P.
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2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) o (b) o
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3. |
SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
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| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. |
SOLE VOTING POWER 0
| |
|
6. |
SHARED VOTING POWER 920,344 (See Note 2)
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|
7. |
SOLE DISPOSITIVE POWER 0
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8.
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SHARED DISPOSITIVE POWER 920,344 (See Note 2)
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9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 920,344 (See Note 2)
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10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
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11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.4% (See Note 1)
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12.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN
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| (1) | Based on 17,108,029 outstanding shares of Common Stock (as defined below) as of October 26, 2022, as represented by the Issuer in the Form 10-Q filed with the Securities and Exchange Commission on November 2, 2022. |
| (2) | Pursuant to Rule 13d-4 under the Securities Exchange Act of 1934, as amended, Divisar Partners QP, L.P. expressly disclaims
beneficial ownership over any of the securities reported in this statement, and the filing of this statement shall not be construed
as an admission that Divisar Partners QP, L.P. is the beneficial owner of any of the securities reported herein. |
| CUSIP No. 21676P103 | 13G/A | Page 2 of 7 Pages |
|
1. |
NAME OF REPORTING PERSONS Divisar Capital Management LLC
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|
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) o (b) o
| ||
|
3. |
SEC USE ONLY
| ||
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
| ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. |
SOLE VOTING POWER 0
| |
|
6. |
SHARED VOTING POWER 988,313
| ||
|
7. |
SOLE DISPOSITIVE POWER 0
| ||
|
8.
|
SHARED DISPOSITIVE POWER 988,313
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|
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 988,313
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|
10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
| ||
|
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.8% (See Note 3)
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12.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IA, OO, HC
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(3) See Note (1) Above
| CUSIP No. 21676P103 | 13G/A | Page 3 of 7 Pages |
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1. |
NAME OF REPORTING PERSONS Steven Baughman
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2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) o (b) o
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|
3. |
SEC USE ONLY
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|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION United States
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| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. |
SOLE VOTING POWER 0
| |
|
6. |
SHARED VOTING POWER 988,313
| ||
|
7. |
SOLE DISPOSITIVE POWER 0
| ||
|
8.
|
SHARED DISPOSITIVE POWER 988,313
| ||
|
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 988,313
| ||
|
10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
| ||
|
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.8% (See Note 4)
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12.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN, HC
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(4) See Note (1) Above
| CUSIP No. 21676P103 | 13G/A | Page 4 of 7 Pages |
AMENDMENT NO. 1 TO SCHEDULE 13G
Reference is hereby made to the statement on Schedule 13G filed with the Securities and Exchange Commission by the Reporting Persons with respect to the Common Stock of the Issuer on May 9, 2022. Terms defined in the Schedule 13G are used herein as so defined.
The following Items of the Schedule 13G are amended and restated to read in their entirety as follows:
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a: |
Not Applicable
| Item 4. | Ownership |
| (i) | Divisar Partners QP, LP |