Major Shareholding Notification • Feb 14, 2017
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Download Source FileSC 13G 1 d330592dsc13g.htm SC 13G SC 13G
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
CAPITAL SOUTHWEST CORP.
(Name of Issuer)
Common Stock, $0.25 par value
(Title of Class Securities)
140501107
(CUSIP Number)
December 31, 2016
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:**
☒ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
** Moab Capital Partners, LLC and Michael M. Rothenberg are filing this Schedule 13G pursuant to Rule 13d-1(b). Moab Partners, L.P. is filing this Schedule 13G pursuant to Rule 13d-1(c).
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).
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 control number .
CUSIP No. 140501107 Page 2 of 10 Pages
| 1 | N AME OF R EPORTING P ERSONS . I.R.S. I DENTIFICATION N OS . OF ABOVE PERSONS ( ENTITIES ONLY ). Moab Capital Partners, LLC 20-4093001 | |
|---|---|---|
| 2 | C HECK THE A PPROPRIATE B OX IF A M EMBER OF A G ROUP (S EE I NSTRUCTIONS ) (A) ☐ (B) ☐ | |
| 3 | SEC U SE O NLY | |
| 4 | C ITIZENSHIP OR P LACE OF O RGANIZATION Delaware | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | S OLE V OTING P OWER 1,630,852 |
| 6 | S HARED V OTING P OWER 0 | |
| 7 | S OLE D ISPOSITIVE P OWER 1,630,852 | |
| 8 | S HARED D ISPOSITIVE P OWER 0 | |
| 9 | A GGREGATE A MOUNT B ENEFICIALLY O WNED BY E ACH R EPORTING P ERSON 1,630,852 | |
| 10 | C HECK IF THE A GGREGATE A MOUNT IN R OW (9) E XCLUDES C ERTAIN S HARES (S EE I NSTRUCTIONS ) | |
| 11 | P ERCENT OF C LASS R EPRESENTED BY A MOUNT IN R OW (9) 10.22% | |
| 12 | T YPE OF R EPORTING P ERSON (S EE I NSTRUCTIONS ) IA |
CUSIP No. 140501107 Page 3 of 10 Pages
| 1 | N AME OF R EPORTING P ERSONS . I.R.S. I DENTIFICATION N OS . OF ABOVE PERSONS ( ENTITIES ONLY ). Moab Partners, L.P. 20-4092810 | |
|---|---|---|
| 2 | C HECK THE A PPROPRIATE B OX IF A M EMBER OF A G ROUP (S EE I NSTRUCTIONS ) (A) ☐ (B) ☐ | |
| 3 | SEC U SE O NLY | |
| 4 | C ITIZENSHIP OR P LACE OF O RGANIZATION Delaware | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | S OLE V OTING P OWER 1,529,071 |
| 6 | S HARED V OTING P OWER 0 | |
| 7 | S OLE D ISPOSITIVE P OWER 1,529,071 | |
| 8 | S HARED D ISPOSITIVE P OWER 0 | |
| 9 | A GGREGATE A MOUNT B ENEFICIALLY O WNED BY E ACH R EPORTING P ERSON 1,529,071 | |
| 10 | C HECK IF THE A GGREGATE A MOUNT IN R OW (9) E XCLUDES C ERTAIN S HARES (S EE I NSTRUCTIONS ) | |
| 11 | P ERCENT OF C LASS R EPRESENTED BY A MOUNT IN R OW (9) 9.58% | |
| 12 | T YPE OF R EPORTING P ERSON (S EE I NSTRUCTIONS ) PN |
CUSIP No. 140501107 Page 4 of 10 Pages
| 1 | N AME OF R EPORTING P ERSONS . I.R.S. I DENTIFICATION N OS . OF ABOVE PERSONS ( ENTITIES ONLY ). Michael M. Rothenberg | |
|---|---|---|
| 2 | C HECK THE A PPROPRIATE B OX IF A M EMBER OF A G ROUP (S EE I NSTRUCTIONS ) (A) ☐ (B) ☐ | |
| 3 | SEC U SE O NLY | |
| 4 | C ITIZENSHIP OR P LACE OF O RGANIZATION United States of America | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | S OLE V OTING P OWER 1,630,852 |
| 6 | S HARED V OTING P OWER 0 | |
| 7 | S OLE D ISPOSITIVE P OWER 1,630,852 | |
| 8 | S HARED D ISPOSITIVE P OWER 0 | |
| 9 | A GGREGATE A MOUNT B ENEFICIALLY O WNED BY E ACH R EPORTING P ERSON 1,630,852 | |
| 10 | C HECK IF THE A GGREGATE A MOUNT IN R OW (9) E XCLUDES C ERTAIN S HARES (S EE I NSTRUCTIONS ) | |
| 11 | P ERCENT OF C LASS R EPRESENTED BY A MOUNT IN R OW (9) 10.22% | |
| 12 | T YPE OF R EPORTING P ERSON (S EE I NSTRUCTIONS ) IN, HC |
Page 5 of 10 Pages
Item 1.
(a) Name of Issuer
Capital Southwest Corp.
(b) Address of Issuers Principal Executive Offices
5400 Lyndon B. Johnson Freeway, Suite 1300
Dallas, Texas 75230
Item 2.
(a) Name of Person Filing
This Schedule 13G is being filed on behalf of Moab Capital Partners, LLC (Moab LLC); Moab Partners, L.P. (Moab LP); and Mr. Michael M. Rothenberg (each, a Reporting Person).
(b) Address of Principal Business office or, if None, Residence
For each Reporting Person,
15 East 62 nd Street
New York, New York 10065
(c) Citizenship
Moab LLC is a Delaware limited liability company
Moab LP is a Delaware limited partnership
Mr. Rothenberg is a United States citizen
(d) Title of Class of Securities
Common Stock, $0.25 par value
(e) CUSIP Number
140501107
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:
| (a) | ☐ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78c). |
|---|---|---|
| (b) | ☐ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
Page 6 of 10 Pages
| (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 (15 U.S.C. 80a-8). |
| (e) | ☒ | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E).* |
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(ii)(F). |
| (g) | ☒ | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G).** |
| (h) | ☐ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). |
| (i) | ☐ | A 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) | ☐ | Group in accordance with § 240.13d-1(b)(ii)(J). |
** Mr. Rothenberg is a control person of Moab LLC in accordance with §240.13d-1(b)(1)(ii)(G).
ITEM 4. Ownership
For each Mr. Rothenberg and Moab LLC:
(a) Amount beneficially owned: 1,630,852
(b) Percent of class: 10.22%*
(c) Number of shares to which the Mr. Rothenberg and Moab LLC have:
(i) Sole power to vote or to direct the vote: 1,630,852
(ii) Shared power to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 1,630,852
(iv) Shared power to dispose or to direct the disposition of: 0
For Moab LP:
(a) Amount beneficially owned: 1,529,071
(b) Percent of class: 9.58%*
Page 7 of 10 Pages
(c) Number of shares to which the Moab LP has:
(i) Sole power to vote or to direct the vote: 1,529,071
(ii) Shared power to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 1,529,071
(iv) Shared power to dispose or to direct the disposition of: 0
Moab LP and a separately managed account are managed by Moab LLC on a discretionary basis. Moab LLC, in its capacity as investment adviser to Moab LP and the separately managed account, may be deemed to be the beneficial owner of the securities owned by Moab LP and the separate account, as in its capacity as investment adviser it has the power to dispose of, direct the disposition of, and vote such securities.
Michael M. Rothenberg is an owner and a Managing Member of Moab LLC. As a control person of Moab LLC, Mr. Rothenberg may be deemed to beneficially own the securities owned by Moab LP and the separately managed account. Pursuant to Rule 13d-4, Michael M. Rothenberg and Moab LLC each disclaim beneficial ownership of the securities owned by Moab LP and the separately managed account.
ITEM 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class securities, check the following ☐
ITEM 6. Ownership of More than Five Percent on Behalf of Another Person.
See Item 4 above.
ITEM 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
N/A
ITEM 8. Identification and Classification of Members of the Group.
N/A
ITEM 9. Notice of Dissolution of Group.
N/A
Page 8 of 10 Pages
ITEM 10. Certification:
By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose or with the effect of changing or influencing the control of the issuer and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
Page 9 of 10 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: February 9, 2017
| Moab Partners, L.P. | |
|---|---|
| By: Moab GP, LLC, | |
| its General Partner | |
| By: Moab Capital Partners, LLC, its | |
| Managing Member | |
| By: | /s/ Michael M. Rothenberg |
| Michael M. Rothenberg, Managing Director | |
| Moab Capital Partners, LLC | |
| By: | /s/ Michael M. Rothenberg |
| Michael M. Rothenberg, Managing Director | |
| /s/ Michael M. Rothenberg | |
| Michael M. Rothenberg |
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