SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
SPECIAL DIVERSIFIED OPPORTUNITIES INC.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
84740Q101
(CUSIP Number)
D. Kyle Cerminara
Fundamental Global Investors, LLC
4201 Congress Street, Suite 140
Charlotte, North Carolina 28209
(704) 323-6851
With a copy to:
Derek D. Bork
Thompson Hine LLP
3900 Key Center
127 Public Square
Cleveland, Ohio 44114
(216) 566-5500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 6, 2015
(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 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 theNotes).
| CUSIP No.84740Q101 | 13D | Page 2 of 8 Pages |
| 1 | NAME OF REPORTING PERSON
Fundamental Global Partners, LP | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a)¨ (b)¨ |
| 3 | SEC USE ONLY
| |
| 4 | SOURCE OF FUNDS
WC | |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
| ¨ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0 |
| 8 | SHARED VOTING POWER
0 | |
| 9 | SOLE DISPOSITIVE POWER
0 | |
| 10 | SHARED DISPOSITIVE POWER
0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
0 | |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
| ¨ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% | |
| 14 | TYPE OF REPORTING PERSON
PN | |
| CUSIP No.84740Q101 | 13D | Page 3 of 8 Pages |
| 1 | NAME OF REPORTING PERSON
Fundamental Global Partners Master Fund, LP | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a)¨ (b)¨ |
| 3 | SEC USE ONLY
| |
| 4 | SOURCE OF FUNDS
WC | |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
0 |
| 8 | SHARED VOTING POWER
0 | |
| 9 | SOLE DISPOSITIVE POWER
0 | |
| 10 | SHARED DISPOSITIVE POWER
0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
0 | |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
| ¨ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% | |
| 14 | TYPE OF REPORTING PERSON
PN | |
| CUSIP No.84740Q101 | 13D | Page 4 of 8 Pages |
| 1 | NAME OF REPORTING PERSON
Fundamental Global Partners GP, LLC | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a)¨ (b)¨ |
| 3 | SEC USE ONLY
| |
| 4 | SOURCE OF FUNDS
AF | |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
| ¨ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
North Carolina |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0 |
| 8 | SHARED VOTING POWER
0 | |
| 9 | SOLE DISPOSITIVE POWER
0 | |
| 10 | SHARED DISPOSITIVE POWER
0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
0 | |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
| ¨ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% | |
| 14 | TYPE OF REPORTING PERSON
OO | |
| CUSIP No.84740Q101 | 13D | Page 5 of 8 Pages |
| 1 | NAME OF REPORTING PERSON
FG Partners GP, LLC | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a)¨ (b)¨ |
| 3 | SEC USE ONLY
| |
| 4 | SOURCE OF FUNDS
AF | |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
| ¨ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Florida |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0 |
| 8 | SHARED VOTING POWER
0 | |
| 9 | SOLE DISPOSITIVE POWER
0 | |
| 10 | SHARED DISPOSITIVE POWER
0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
0 | |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
| ¨ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% | |
| 14 | TYPE OF REPORTING PERSON
OO | |
| CUSIP No.84740Q101 | 13D | Page 6 of 8 Pages |
| 1 | NAME OF REPORTING PERSON
Fundamental Global Investors, LLC | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a)¨ (b)¨ |
| 3 | SEC USE ONLY
| |
| 4 | SOURCE OF FUNDS
AF | |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
| ¨ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
North Carolina |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0 |
| 8 | SHARED VOTING POWER
0 | |
| 9 | SOLE DISPOSITIVE POWER
0 | |
| 10 | SHARED DISPOSITIVE POWER
0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
0 | |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
| ¨ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% | |
| 14 | TYPE OF REPORTING PERSON
OO | |
| CUSIP No.84740Q101 | 13D | Page 7 of 8 Pages |
This Amendment No. 3 to Statement of Beneficial Ownership on Schedule 13D (“Amendment No. 3”) amends the Statement of Beneficial Ownership on Schedule 13D filed by the Reporting Persons on May 16, 2014, as amended (as amended, the “Schedule 13D” or this “Statement”), with respect to the Common Stock, par value $0.01 per share (the “Common Stock”), of Special Diversified Opportunities Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined in this Amendment No. 3 shall have the meanings set forth in the Schedule 13D. Except as amended and supplemented by this Amendment No. 3, the Schedule 13D remains unchanged.
Item 5. Interest in Securities of the Issuer.
(a) The Reporting Persons beneficially own in the aggregate 0 shares of Common Stock, which represents approximately 0% of the Company’s outstanding shares of Common Stock.
(c) The transactions effected by the Fund and the Master Fund in the Common Stock in the open market for the last 60 days are set forth on Schedule A to this Statement.
(e) As of March 6, 2015, the Reporting Persons no longer own any shares of Common Stock of the Company.
| CUSIP No.84740Q101 | 13D | Page 8 of 8 Pages |
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this Statement is true, complete and correct.
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of this Statement on Schedule 13D with respect to the Common Stock of the Company.
Dated: March 10, 2015
FUNDAMENTAL GLOBAL PARTNERS, LP,
by Fundamental Global Partners GP, LLC, its general partner
| /s/ D. Kyle Cerminara | |
| D. Kyle Cerminara | |
| Partner and Manager |
FUNDAMENTAL GLOBAL PARTNERS MASTER FUND, LP,
by FG Partners GP, LLC, its general partner
| /s/ D. Kyle Cerminara | |
| D. Kyle Cerminara | |
| Manager |
FUNDAMENTAL GLOBAL PARTNERS GP, LLC
| /s/ D. Kyle Cerminara | |
| D. Kyle Cerminara | |
| Partner and Manager |
FG PARTNERS GP, LLC
| /s/ D. Kyle Cerminara | |
| D. Kyle Cerminara | |
| Manager |
FUNDAMENTAL GLOBAL INVESTORS, LLC
| /s/ D. Kyle Cerminara | |
| D. Kyle Cerminara | |
| Chief Executive Officer, Partner and Manager | |
| /s/ D. Kyle Cerminara | |
| D. Kyle Cerminara | |
| /s/ Lewis M. Johnson | |
| Lewis M. Johnson | |
| /s/ Joseph H. Moglia | |
| Joseph H. Moglia |
Schedule A
Transactions by Fundamental Global Partners, LP and Fundamental Global Partners Master Fund, LP
in the Common Stock for the last 60 days:
Fundamental Global Partners, LP:
| Transaction Date | Number of Shares Bought/(Sold) | Price Per Share ($) | ||||||
| 01/20/15 | 33 | 1.160000 | ||||||
| 01/23/15 | 33 | 1.150000 | ||||||
| 01/29/15 | 10,841 | 1.161327 | ||||||
| 01/30/15 | 17,424 | 1.188939 | ||||||
| 02/02/15 | 3,300 | 1.210000 | ||||||
| 02/03/15 | 33 | 1.190000 | ||||||
| 02/05/15 | 33 | 1.170000 | ||||||
| 02/11/15 | 66 | 1.180000 | ||||||
| 02/17/15 | (8,910 | ) | 1.170000 | |||||
| 02/20/15 | 66 | 1.160000 | ||||||
| 02/23/15 | 33 | 1.160000 | ||||||
| 02/27/15 | 66 | 1.140000 | ||||||
| 03/03/15 | 54 | 1.136111 | ||||||
| 03/06/15 | (409,457 | ) | 1.120000 | |||||
Fundamental Global Partners Master Fund, LP:
| Transaction Date | Number of Shares Bought/(Sold) | Price Per Share ($) | ||||||
| 01/14/15 | 100 | 1.170000 | ||||||
| 01/20/15 | 67 | 1.160000 | ||||||
| 01/23/15 | 67 | 1.150000 | ||||||
| 01/29/15 | 22,009 | 1.161327 | ||||||
| 01/30/15 | 35,376 | 1.188939 | ||||||
| 02/02/15 | 6,700 | 1.210000 | ||||||
| 02/03/15 | 67 | 1.190000 | ||||||
| 02/05/15 | 67 | 1.170000 | ||||||
| 02/11/15 | 134 | 1.180000 | ||||||
| 02/17/15 | (18,090 | ) | 1.170000 | |||||
| 02/20/15 | 134 | 1.160000 | ||||||
| 02/23/15 | 67 | 1.160000 | ||||||
| 02/27/15 | 134 | 1.140000 | ||||||
| 03/03/15 | 109 | 1.136147 | ||||||
| 03/06/15 | (806,731 | ) | 1.120000 | |||||
