Schedule 13D/A

Filed by: MILL ROAD CAPITAL III, L.P.
Total Shares: 3,387,986
Subject Company: Superior Industries International Inc. - View Complete Ownership History Backtest
Filed as of Date: 01/25/2022
Event Date: 01/21/2022
Overall % Ownership: 12.9
Theoretical performance if you bought this security on the day the filing was released.
Perf 1d Perf 5d Perf 1m Perf 6m Perf 1y Max Gain # Days to Max Gain Max Loss # Days to Max Loss
-4.7506 3.8005 7.601 -1.6627 16.3895 39 -23.753 69

Reporting Persons

Name Sole
Voting Power
Shared
Voting Power
Sole
Dispositive Power
Shared
Dispositive Power
Aggregate
Amount Owned
Percent
of class
Mill Road Capital III, LP 3,387,986 0 3,387,986 0 3,387,986 12.9%
Mill Road Capital III GP LLC 3,387,986 0 3,387,986 0 3,387,986 12.9%
Thomas E Lynch 0 3,387,986 0 3,387,986 3,387,986 12.9%
View Original Filing on Edgar's

Raw Filing Contents

0001193125-22-017149.txt : 20220125
0001193125-22-017149.hdr.sgml : 20220125
20220125171359
ACCESSION NUMBER:		0001193125-22-017149
CONFORMED SUBMISSION TYPE:	SC 13D/A
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20220125
DATE AS OF CHANGE:		20220125
GROUP MEMBERS:		MILL ROAD CAPITAL III GP LLC
GROUP MEMBERS:		THOMAS E. LYNCH

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			SUPERIOR INDUSTRIES INTERNATIONAL INC
		CENTRAL INDEX KEY:			0000095552
		STANDARD INDUSTRIAL CLASSIFICATION:	MOTOR VEHICLE PARTS & ACCESSORIES [3714]
		IRS NUMBER:				952594729
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-31345
		FILM NUMBER:		22554735

	BUSINESS ADDRESS:	
		STREET 1:		26600 TELEGRAPH ROAD
		CITY:			SOUTHFIELD
		STATE:			MI
		ZIP:			48033
		BUSINESS PHONE:		248-352-7300

	MAIL ADDRESS:	
		STREET 1:		26600 TELEGRAPH ROAD
		CITY:			SOUTHFIELD
		STATE:			MI
		ZIP:			48033

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Mill Road Capital III, L.P.
		CENTRAL INDEX KEY:			0001767199
		IRS NUMBER:				981461868
		STATE OF INCORPORATION:			E9
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D/A

	BUSINESS ADDRESS:	
		STREET 1:		C/O MILL ROAD CAPITAL MANAGEMENT LLC
		STREET 2:		382 GREENWICH AVENUE, SUITE ONE
		CITY:			GREENWICH
		STATE:			CT
		ZIP:			06830
		BUSINESS PHONE:		203-987-3500

	MAIL ADDRESS:	
		STREET 1:		C/O MILL ROAD CAPITAL MANAGEMENT LLC
		STREET 2:		382 GREENWICH AVENUE, SUITE ONE
		CITY:			GREENWICH
		STATE:			CT
		ZIP:			06830
SC 13D/A 1 d281101dsc13da.htm SC 13D/A SC 13D/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 7)*

 

 

Superior Industries International, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

868168105

(CUSIP Number)

Mill Road Capital III, L.P.

Attn: Thomas E. Lynch

382 Greenwich Avenue

Suite One

Greenwich, CT 06830

203-987-3500

With a copy to:

Peter M. Rosenblum, Esq.

Foley Hoag LLP

155 Seaport Blvd.

Boston, MA 02210

617-832-1151

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

January 21, 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 §240.13d-7 for other parties to whom copies are 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).

 

 

 


CUSIP No. 868168105    13D    Page 2 of 8 Pages

 

  1.    

  Names of Reporting Persons.

 

  Mill Road Capital III, L.P.

  2.  

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

 

  3.  

  SEC Use Only

 

  4.  

  Source of Funds (See Instructions)

 

  WC

  5.  

  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

  ☐

  6.  

  Citizenship or Place of Organization

 

  Cayman Islands

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

 

     7.     

  Sole Voting Power

 

  3,387,986

     8.   

  Shared Voting Power

 

     9.   

  Sole Dispositive Power

 

  3,387,986

   10.   

  Shared Dispositive Power

 

11.    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  3,387,986

12.  

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

  ☐

13.  

  Percent of Class Represented by Amount in Row (11)

 

  12.9%

14.  

  Type of Reporting Person (See Instructions)

 

  PN


CUSIP No. 868168105    13D    Page 3 of 8 Pages

 

  1.    

  Names of Reporting Persons

 

  Mill Road Capital III GP LLC

  2.  

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

 

  3.  

  SEC Use Only

 

  4.  

  Source of Funds (See Instructions)

 

  AF

  5.  

  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

  ☐

  6.  

  Citizenship or Place of Organization

 

  Cayman Islands

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

 

     7.     

  Sole Voting Power

 

  3,387,986

     8.   

  Shared Voting Power

 

     9.   

  Sole Dispositive Power

 

  3,387,986

   10.   

  Shared Dispositive Power

 

11.    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  3,387,986

12.  

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

  ☐

13.  

  Percent of Class Represented by Amount in Row (11)

 

  12.9%

14.  

  Type of Reporting Person (See Instructions)

 

  OO

 


CUSIP No. 868168105    13D    Page 4 of 8 Pages

 

  1.    

  Names of Reporting Persons.

 

  Thomas E. Lynch

  2.  

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

 

  3.  

  SEC Use Only

 

  4.  

  Source of Funds (See Instructions)

 

  AF

  5.  

  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

  ☐

  6.  

  Citizenship or Place of Organization

 

  USA

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

 

     7.     

  Sole Voting Power

 

     8.   

  Shared Voting Power

 

  3,387,986

     9.   

  Sole Dispositive Power

 

   10.   

  Shared Dispositive Power

 

  3,387,986

11.    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  3,387,986

12.  

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

  ☐

13.  

  Percent of Class Represented by Amount in Row (11)

 

  12.9%

14.  

  Type of Reporting Person (See Instructions)

 

  IN

 


CUSIP No. 868168105       Page 5 of 8 Pages

 

This Amendment No. 7 to the joint statement on Schedule 13D with respect to the common stock, par value $0.01 per share (the “Common Stock”), of Superior Industries International, Inc., a Delaware corporation (the “Issuer”), filed by the Reporting Persons (as defined below) on August 16, 2021, as amended by Amendment No. 1 on Schedule 13D with respect to the Common Stock filed by the Reporting Persons on September 3, 2021, as amended by Amendment No. 2 on Schedule 13D with respect to the Common Stock filed by the Reporting Persons on September 10, 2021, as amended by Amendment No. 3 on Schedule 13D with respect to the Common Stock filed by the Reporting Persons on September 24, 2021, as amended by Amendment No. 4 on Schedule 13D with respect to the Common Stock filed by the Reporting Persons on October 15, 2021, as amended by Amendment No. 5 on Schedule 13D with respect to the Common Stock filed by the Reporting Persons on November 24, 2021, and as amended by Amendment No. 6 on Schedule 13D with respect to the Common Stock filed by the Reporting Persons on December 27, 2021 (such joint statement, as amended herein, the “Schedule 13D”), amends the Schedule 13D as follows:

 

1.

Item 3 of the Schedule 13D shall hereby be amended and restated in full as follows:

Item 3. Source and Amount of Funds or Other Consideration

The Reporting Persons acquired beneficial ownership of an aggregate of 3,387,986 shares of Common Stock for $25,730,123.83 using working capital from the Fund and the proceeds of margin loans under margin loan facilities maintained in the ordinary course of business by the Fund with a broker on customary terms and conditions.”

 

2.

Paragraphs (a), (b) and (c) of Item 5 of the Schedule 13D shall hereby be amended and restated in full as follows:

Item 5.    Interest in Securities of the Issuer

(a, b) The percentages of beneficial ownership reported in this Item 5, and on each Reporting Person’s cover page to this Schedule 13D, are based on a total of 26,163,077 shares of Common Stock issued and outstanding as of October 28, 2021, as reported in the most recent quarterly report of the Issuer on Form 10-Q for the fiscal quarter ended September 30, 2021. All of the share numbers reported below, and on each Reporting Person’s cover page to this Schedule 13D, are as of January 25, 2022, unless otherwise indicated. The cover page to this Schedule 13D for each Reporting Person is incorporated by reference in its entirety into this Item 5(a, b).

The Fund directly holds, and thus has sole voting and dispositive power over, 3,387,986 shares of Common Stock. The GP, as sole general partner of the Fund, also has sole authority to vote (or direct the vote of), and to dispose (or direct the disposal) of, these shares on behalf of the Fund, and Mr. Lynch has shared authority to vote (or direct the vote of), and to dispose (or direct the disposal) of, these shares on behalf of the GP. Accordingly, each of the Reporting Persons beneficially owns 3,387,986 shares of Common Stock, or approximately 12.9% of the outstanding shares of Common Stock, and the Reporting Persons beneficially own, in the aggregate, 3,387,986 shares of Common Stock, or approximately 12.9% of the outstanding shares of Common Stock.


CUSIP No. 868168105       Page 6 of 8 Pages

 

(c) Except as otherwise described in this Schedule 13D, no Reporting Person, other than the Fund as set forth in the table below, effected any transaction in shares of the Common Stock since December 27, 2021 (the date of the filing of Amendment No. 6 to the Schedule 13D):

 

Date of Purchase

   Shares
Purchased (#)
     Purchase Price
per Share ($)
 

12/28/2021

     3,300      $ 4.4000  

12/28/2021

     11,344      $ 4.4044  

12/29/2021

     35,000      $ 4.4052  

12/29/2021

     7,069      $ 4.3940  

12/30/2021

     13,549      $ 4.4182  

12/31/2021

     9,500      $ 4.4234  

12/31/2021

     37,663      $ 4.4686  

12/31/2021

     3,700      $ 10.0000  

12/31/2021

     72,700      $ 12.5000  

1/19/2022

     2,000      $ 4.4960  

1/20/2022

     403      $ 4.5000  

1/20/2022*

     5,000      $ 5.0000  

1/21/2022

     20,160      $ 4.1200  

1/21/2022

     13,069      $ 4.1600  

1/21/2022*

     32,200      $ 5.0000  

1/21/2022*

     35,800      $ 7.5000  

1/21/2022*

     7,100      $ 10.0000  

1/21/2022*

     39,100      $  12.5000  

1/24/2022

     9,135      $ 4.0745  

1/25/2022

     2,301      $ 4.1461  

The purchase prices in the table above do not reflect brokerage commissions paid.

In addition, since December 27, 2021, the Fund sold the Put Options described in Item 6, which is incorporated by reference into this Item 5(c).”

 

3.

Item 6 of the Schedule 13D shall hereby be amended and restated in full as follows:

Item 6.    Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The table below lists the standard American-style, exchange-traded put options (“Put Options”) sold by the Fund since December 27, 2021 (the date of the filing of

 

* 

Effected pursuant to the exercise of a Put Option (as defined in Item 6) by the option’s counterparty.


CUSIP No. 868168105       Page 7 of 8 Pages

 

Amendment No. 6 to the Schedule 13D) that are outstanding as of January 25, 2022. Each of the below listed transactions was conducted in the ordinary course of business on the open market for cash, and the sale prices do not reflect brokerage commissions paid.

 

Date of Sale

   Value per
Underlying
Share at
which Put
Options were
Sold ($)
     Shares
Underlying
Put Options
(100s)
     Put Options’
Strike Price
per Share
($)
     Put
Options’
Expiration
Date
 

1/19/2022

   $ 0.9000        103      $ 5.00        4/14/2022  

1/20/2022

   $ 0.9501        155      $ 5.00        4/14/2022  

1/21/2022

   $ 1.4000        65      $ 5.00        7/15/2022  

Each of these Put Options gives the option’s counterparty the right (but not the obligation) to sell to the Fund, on or before the option’s expiration date, the number of shares of Common Stock underlying the option, at a sale price per share equal to the option’s strike price per share. If a Put Option is exercised on or before its expiration date, the Fund must purchase the shares of Common Stock underlying the option in exchange for the option’s aggregate exercise price.

Except as otherwise described in this Schedule 13D, including the Exhibits attached hereto, there are no contracts, arrangements, understandings, or relationships (legal or otherwise) among the Reporting Persons, or between any Reporting Person(s) and any third party, with respect to any securities of the Issuer, including, but not limited to, those involving the transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, put or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.”

4. Except as expressly modified hereby, all provisions of the Schedule 13D shall continue in full force and effect.

[signature page follows]


CUSIP No. 868168105       Page 8 of 8 Pages

 

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.

 

DATE:   January 25, 2022
MILL ROAD CAPITAL III, L.P.
By:   Mill Road Capital III GP LLC, its General Partner
By:  

/s/ Justin C. Jacobs

  Justin C. Jacobs
  Management Committee Director
MILL ROAD CAPITAL III GP LLC
By:  

/s/ Justin C. Jacobs

  Justin C. Jacobs
  Management Committee Director
THOMAS E. LYNCH

/s/ Justin C. Jacobs

Justin C. Jacobs, attorney-in-fact
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