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, 2017
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:**
☒ Rule13d-1(b)
☒ Rule13d-1(c)
☐ Rule13d-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 disclosure provided in a prior cover page. |
| ** | Moab Capital Partners, LLC, Moab Private Investments, L.P., Moab PI GP, 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 13 Pages |
| 1 | NAMEOF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS.OFABOVEPERSONS (ENTITIESONLY).
Moab Capital Partners, LLC 20-4093001 | |||||
| 2 | CHECKTHE APPROPRIATE BOXIFA MEMBEROFA GROUP (SEE INSTRUCTIONS) (A) ☐ (B) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIPOR PLACEOF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
1,480,237 | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
1,480,237 | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNEDBY EACH REPORTING PERSON
1,480,237 | |||||
| 10 | CHECKIFTHE AGGREGATE AMOUNTIN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11 | PERCENTOF CLASS REPRESENTEDBY AMOUNTIN ROW (9)
9.14% | |||||
| 12 | TYPEOF REPORTING PERSON (SEE INSTRUCTIONS)
IA | |||||
| CUSIP No. 140501107 | Page 3 of 13 Pages |
| 1 | NAMEOF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS.OFABOVEPERSONS (ENTITIESONLY).
Moab Partners, L.P. 20-4092810 | |||||
| 2 | CHECKTHE APPROPRIATE BOXIFA MEMBEROFA GROUP (SEE INSTRUCTIONS) (A) ☐ (B) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIPOR PLACEOF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
1,480,237 | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
1,480,237 | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNEDBY EACH REPORTING PERSON
1,480,237 | |||||
| 10 | CHECKIFTHE AGGREGATE AMOUNTIN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11 | PERCENTOF CLASS REPRESENTEDBY AMOUNTIN ROW (9)
9.14% | |||||
| 12 | TYPEOF REPORTING PERSON (SEE INSTRUCTIONS)
PN | |||||
| CUSIP No. 140501107 | Page 4 of 13 Pages |
| 1 | NAMEOF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS.OFABOVEPERSONS (ENTITIESONLY).
Michael M. Rothenberg | |||||
| 2 | CHECKTHE APPROPRIATE BOXIFA MEMBEROFA GROUP (SEE INSTRUCTIONS) (A) ☐ (B) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIPOR PLACEOF ORGANIZATION
United States of America | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
1,572,259 | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
1,572,259 | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNEDBY EACH REPORTING PERSON
1,572,259 | |||||
| 10 | CHECKIFTHE AGGREGATE AMOUNTIN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11 | PERCENTOF CLASS REPRESENTEDBY AMOUNTIN ROW (9)
9.71% | |||||
| 12 | TYPEOF REPORTING PERSON (SEE INSTRUCTIONS)
IN, HC | |||||
| CUSIP No. 140501107 | Page 5 of 13 Pages |
| 1 | NAMEOF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS.OFABOVEPERSONS (ENTITIESONLY).
Moab Private Investments, L.P. 82-3787652 | |||||
| 2 | CHECKTHE APPROPRIATE BOXIFA MEMBEROFA GROUP (SEE INSTRUCTIONS) (A) ☐ (B) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIPOR PLACEOF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
92,022 | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
92,022 | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNEDBY EACH REPORTING PERSON
92,022 | |||||
| 10 | CHECKIFTHE AGGREGATE AMOUNTIN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11 | PERCENTOF CLASS REPRESENTEDBY AMOUNTIN ROW (9)
Less than 1% | |||||
| 12 | TYPEOF REPORTING PERSON (SEE INSTRUCTIONS)
IA | |||||
| CUSIP No. 140501107 | Page 6 of 13 Pages |
| 1 | NAMEOF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS.OFABOVEPERSONS (ENTITIESONLY).
Moab PI GP, LLC 82-3819492 | |||||
| 2 | CHECKTHE APPROPRIATE BOXIFA MEMBEROFA GROUP (SEE INSTRUCTIONS) (A) ☐ (B) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIPOR PLACEOF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
92,022 | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
92,022 | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNEDBY EACH REPORTING PERSON
92,022 | |||||
| 10 | CHECKIFTHE AGGREGATE AMOUNTIN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11 | PERCENTOF CLASS REPRESENTEDBY AMOUNTIN ROW (9)
Less than 1% | |||||
| 12 | TYPEOF REPORTING PERSON (SEE INSTRUCTIONS)
HC | |||||
| Page 7 of 13 Pages |
| Item 1. |
| (a) | Name of Issuer |
Capital Southwest Corp.
| (b) | Address of Issuer’s 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 Private Investments, LP (“MPI”); Moab PI GP, LLC (“MPI GP”); 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,
152 West 57th Street, 9th Floor New York, New York 10019
| (c) | Citizenship |
Moab LLC is a Delaware limited liability company
MPI is a Delaware limited partnership
MPI GP 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
| Page 8 of 13 Pages |
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b), or240.13d-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). | ||||
| (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). | ||||
| * | Moab LLC and MPI are investment advisers in accordance with §240.13d-1(b)(1)(ii)(E). |
| ** | Mr. Rothenberg is a control person of Moab LLC in accordance with§240.13d-1(b)(1)(ii)(G). Mr. Rothenberg and MPI GP are control persons of MPI in accordance with§240.13d-1(b)(1)(ii)(G). |
| Item 4. | Ownership |
For Mr. Rothenberg:
(a) Amount beneficially owned:1,572,259
(b) Percent of class: 9.71%*
(c) Number of shares to which the Mr. Rothenberg has:
(i) Sole power to vote or to direct the vote:1,572,259
(ii) Shared power to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of:1,572,259
(iv) Shared power to dispose or to direct the disposition of: 0
For each of Moab LLC and Moab LP:
| Page 9 of 13 Pages |
(a) Amount beneficially owned:1,480,237
(b) Percent of class: 9.14%*
(c) Number of shares to which Moab LLC and Moab LP have:
(i) Sole power to vote or to direct the vote:1,480,237
(ii) Shared power to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of:1,480,237
(iv) Shared power to dispose or to direct the disposition of: 0
For MPI and MPI GP:
(a) Amount beneficially owned:92,022
(b) Percent of class: Less than 1%*
(c) Number of shares to which MPI and MPI GP have:
(i) Sole power to vote or to direct the vote:92,022
(ii) Shared power to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of:92,022
(iv) Shared power to dispose or to direct the disposition of: 0
| * | The Company’s quarterly report filed on February 6, 2018 indicated that the total number of shares of Common Stock outstanding was 16,186,941 as of February 2, 2018. |
Moab LP is managed by Moab LLC on a discretionary basis. Moab LLC, in its capacity as investment adviser to Moab LP, may be deemed to be the beneficial owner of the securities owned by Moab LP, as in its capacity as investment adviser it has the power to dispose of, direct the disposition of, and vote such securities.
A separately managed account is managed by MPI on a discretionary basis. MPI GP is the general partner of MPI. By virtue of these relationships, each of MPI and MPI GP may be deemed to be the beneficial owner of the securities owned by such account, as in such capacities, MPI and MPI GP have 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 and MPI GP. As a control person of Moab LLC, MPI and MPI GP, Mr. Rothenberg may be deemed to beneficially own the securities owned by Moab LP and the separately managed account. Pursuant to Rule13d-4, Michael M. Rothenberg, Moab LLC, MPI GP and MPI each disclaim beneficial ownership of the securities owned by Moab LP and the separately managed account.
| Page 10 of 13 Pages |
| 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
| 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 11 of 13 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 12, 2018
| 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 Private Investments, L.P. | ||
By: Moab PI GP, LLC, its General Partner | ||
| By: | /s/ Michael M. Rothenberg | |
| Michael M. Rothenberg, Managing Member | ||
| Moab PI GP, LLC | ||
| By: | /s/ Michael M. Rothenberg | |
| Michael M. Rothenberg, Managing Member | ||
| Moab Capital Partners, LLC | ||
| By: | /s/ Michael M. Rothenberg | |
| Michael M. Rothenberg, Managing Director | ||
/s/ Michael M. Rothenberg | ||
| Michael M. Rothenberg | ||
