CECO ENVIRONMENTAL CORP — Major Shareholding Notification 2022

Aug 17, 2022

SC 13D/A 1 d251472dsc13da.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. 5)*

CECO Environmental Corp.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

125141101

(CUSIP Number)

Jacob D. Smith

Principal and General Counsel

Luther King Capital Management Corporation

301 Commerce Street, Suite 1600

Fort Worth, Texas 76102

(817) 332-3235

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

August 16, 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 Sections 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 Section 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 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).

Persons who response 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. 125141101 Page 2 of 9

1.	Name of Reporting Persons. LKCM Private Discipline Master Fund, SPC
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	Sole Voting Power 1,890,935
8.	Shared Voting Power 0
9.	Sole Dispositive Power 1,890,935
10.	Shared Dispositive Power 0

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,890,935
12.	Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions): ☐
13.	Percent of
Class Represented by Amount in Row (11) 5.5%
14.	Type of Reporting Person
(See Instructions) OO

CUSIP No. 125141101 Page 3 of 9

1.	Name of Reporting Persons. LKCM Micro-Cap Partnership, 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 Delaware

Number of Shares Beneficially Owned by Each Reporting Person With	Sole Voting Power 98,839
8.	Shared Voting Power 0
9.	Sole Dispositive Power 98,839
10.	Shared Dispositive Power 0

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 98,839
12.	Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions): ☐
13.	Percent of
Class Represented by Amount in Row (11) 0.3%
14.	Type of Reporting Person
(See Instructions) PN

CUSIP No. 125141101 Page 4 of 9

1.	Name of Reporting Persons. LKCM Core Discipline, 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 Delaware

Number of Shares Beneficially Owned by Each Reporting Person With	Sole Voting Power 48,515
8.	Shared Voting Power 0
9.	Sole Dispositive Power 48,515
10.	Shared Dispositive Power 0

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 48,515
12.	Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions): ☐
13.	Percent of
Class Represented by Amount in Row (11) 0.1%
14.	Type of Reporting Person
(See Instructions) PN

CUSIP No. 125141101 Page 5 of 9

1.	Name of Reporting Persons. Luther King Capital Management Corporation
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) N/A
5.	Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): ☐
6.	Citizenship or Place of
Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With	Sole Voting Power 2,038,289
8.	Shared Voting Power 0
9.	Sole Dispositive Power 2,038,289
10.	Shared Dispositive Power 0

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,038,289
12.	Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions): ☐
13.	Percent of
Class Represented by Amount in Row (11) 5.9%
14.	Type of Reporting Person
(See Instructions) IA, CO

CUSIP No. 125141101 Page 6 of 9

1.	Name of Reporting Persons. J. Luther King, Jr.
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) PF
5.	Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): ☐
6.	Citizenship or Place of
Organization United
States

Number of Shares Beneficially Owned by Each Reporting Person With	Sole Voting Power 2,038,289
8.	Shared Voting Power 0
9.	Sole Dispositive Power 2,038,289
10.	Shared Dispositive Power 0

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,038,289
12.	Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions): ☐
13.	Percent of
Class Represented by Amount in Row (11) 5.9%
14.	Type of Reporting Person
(See Instructions) IN

CUSIP No. 125141101 Page 7 of 9

1.	Name of Reporting Persons. J. Bryan King
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) N/A
5.	Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): ☐
6.	Citizenship or Place of
Organization United
States

Number of Shares Beneficially Owned by Each Reporting Person With	Sole Voting Power 2,038,289
8.	Shared Voting Power 0
9.	Sole Dispositive Power 2,038,289
10.	Shared Dispositive Power 0

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,038,289
12.	Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions): ☐
13.	Percent of
Class Represented by Amount in Row (11) 5.9%
14.	Type of Reporting Person
(See Instructions) IN

This Amendment No. 5 to Schedule 13D amends and supplements the Schedule 13D filed by the Reporting Persons with respect to the Common Stock, par value $0.01 per share (“Common Stock”), of CECO Environmental Corp., a Delaware corporation (the “Issuer”). Except as set forth below, all previous Items remain unchanged. Capitalized terms used herein but not defined herein shall have the meanings given to them in the Schedule 13D, as amended, filed with the Securities and Exchange Commission. Each of the Reporting Persons hereby expressly disclaims membership in a “group” under the Securities Exchange Act of 1934 with respect to the securities reported herein, and this Schedule 13D shall not be deemed to be an admission that any such Reporting Person is a member of such a group. Each of the Reporting Persons hereby expressly disclaims beneficial ownership of the securities reported herein, other than to the extent of its pecuniary interest therein, and this Schedule 13D shall not be deemed to be an admission that any such Reporting Person is the beneficial owner of the securities reported herein for purposes of the Securities Exchange Act of 1934 or for any other purpose.

Item 5. Interest in Securities of the Issuer

Item 5 is hereby amended and restated as follows:

(a) As of August 16, 2022, the Reporting Persons may be deemed to beneficially own 2,038,289 shares of Common Stock (which represents approximately 5.9% of the outstanding Common Stock based upon information contained in the Issuer’s Form 10-Q for the period ended June 30, 2022).

(b)

PDP	1,890,935	0	1,890,935	0
Micro	98,839	0	98,839	0
Core	48,515	0	48,515	0
LKCM	2,038,289	0	2,038,289	0
J. Luther King, Jr.	2,038,289	0	2,038,289	0
J. Bryan King	2,038,289	0	2,038,289	0

(c) During the past sixty days, the Reporting Persons sold the following shares of Common Stock in open market transactions.

Date — 7/25/2022	PDP	40,000	Price — $ 7.525
8/15/2022	PDP	34,177	$ 10.1431
8/15/2022	PDP	1,800	$ 10.15
8/16/2022	PDP	4,300	$ 10.1203
8/16/2022	PDP	31,172	$ 9.9558
8/16/2022	Core	4,405	$ 9.9558

(d) Not applicable.

(e) Not applicable.

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: August 17, 2022

LKCM Private Discipline Master Fund, SPC
By:	LKCM Private Discipline Management, L.P., sole holder of its management shares
By:	LKCM Alternative Management, LLC, its general partner
By:	/s/ J. Bryan King
	J. Bryan King, President
LKCM Micro-Cap Partnership, L.P.
By:	LKCM Micro-Cap Management, L.P., its general partner
By:	LKCM Alternative Management, LLC, its general partner
By:	/s/ J. Bryan King
	J. Bryan King, President
LKCM Core Discipline, L.P.
By:	LKCM Core Discipline Management, L.P., its general partner
By:	LKCM Alternative Management, LLC, its general partner
By:	/s/ J. Bryan King
	J. Bryan King, President
Luther King Capital Management Corporation
By:	/s/ J. Bryan King
	J. Bryan King, Principal and Vice President
/s/ J. Bryan King
J. Bryan King
/s/ J. Luther King, Jr.
J. Luther King, Jr.