UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Inventure Foods, Inc.
(Name of Issuer)
Common Stock, $0.0001 par value
(Title of Class of Securities)
461212102
(CUSIP Number)
Jacob D. Smith
Principal, General Counsel & CCO
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)
November 5, 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 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. 461212102 | Page 2 of 13 |
| 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) x
| |||||
| 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
614,000 | ||||
| 8. | Shared Voting Power
0 | |||||
| 9. | Sole Dispositive Power
614,000 | |||||
| 10. | Shared Dispositive Power
0 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
614,000 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
¨ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
3.1% | |||||
| 14. | Type of Reporting Person (See Instructions)
OO | |||||
| CUSIP No. 461212102 | Page 3 of 13 |
| 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) x
| |||||
| 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
| 7. | Sole Voting Power
21,400 | ||||
| 8. | Shared Voting Power
0 | |||||
| 9. | Sole Dispositive Power
21,400 | |||||
| 10. | Shared Dispositive Power
0 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
21,400 | |||||
| 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. 461212102 | Page 4 of 13 |
| 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) x
| |||||
| 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
| 7. | Sole Voting Power
7,600 | ||||
| 8. | Shared Voting Power
0 | |||||
| 9. | Sole Dispositive Power
7,600 | |||||
| 10. | Shared Dispositive Power
0 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
7,600 | |||||
| 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. 461212102 | Page 5 of 13 |
| 1. | Name of Reporting Persons.
LKCM Investment Partnership, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
| |||||
| 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
Texas | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
600,000 | ||||
| 8. | Shared Voting Power
0 | |||||
| 9. | Sole Dispositive Power
600,000 | |||||
| 10. | Shared Dispositive Power
0 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
600,000 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
¨ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
3.1% | |||||
| 14. | Type of Reporting Person (See Instructions)
PN | |||||
| CUSIP No. 461212102 | Page 6 of 13 |
| 1. | Name of Reporting Persons.
LKCM Investment Partnership II, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
| |||||
| 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
Texas | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
21,675 | ||||
| 8. | Shared Voting Power
0 | |||||
| 9. | Sole Dispositive Power
21,675 | |||||
| 10. | Shared Dispositive Power
0 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
21,675 | |||||
| 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. 461212102 | Page 7 of 13 |
| 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) x
| |||||
| 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
| 7. | Sole Voting Power
1,264,675 | ||||
| 8. | Shared Voting Power
0 | |||||
| 9. | Sole Dispositive Power
1,264,675 | |||||
| 10. | Shared Dispositive Power
0 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,264,675 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
¨ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
6.4% | |||||
| 14. | Type of Reporting Person (See Instructions)
IA, CO | |||||
| CUSIP No. 461212102 | Page 8 of 13 |
| 1. | Name of Reporting Persons.
J. Luther King, Jr. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
| |||||
| 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
| 7. | Sole Voting Power
1,269,530 | ||||
| 8. | Shared Voting Power
0 | |||||
| 9. | Sole Dispositive Power
1,269,530 | |||||
| 10. | Shared Dispositive Power
0 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,269,530 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
¨ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
6.5% | |||||
| 14. | Type of Reporting Person (See Instructions)
IN | |||||
| CUSIP No. 461212102 | Page 9 of 13 |
| 1. | Name of Reporting Persons.
J. Bryan King | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
| |||||
| 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
| 7. | Sole Voting Power
643,000 | ||||
| 8. | Shared Voting Power
0 | |||||
| 9. | Sole Dispositive Power
643,000 | |||||
| 10. | Shared Dispositive Power
0 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
643,000 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
¨ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
3.3% | |||||
| 14. | Type of Reporting Person (See Instructions)
IN | |||||
This Amendment No. 1 to Schedule 13D amends and supplements the Schedule 13D filed by the Reporting Persons with respect to the Common Stock, par value $0.0001 per share (“Common Stock”), of Inventure Foods, Inc., 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 3. Source and Amount of Funds or Other Consideration
Item 3 is hereby supplemented as follows:
PDP acquired an additional 165,000 shares of Common Stock in open market transactions for an aggregate purchase price of approximately $1,515,000 using working capital. Micro acquired an additional 2,700 shares of Common Stock in open market transactions for an aggregate purchase price of approximately $26,000 using working capital. Core acquired an additional 3,100 shares of Common Stock in open market transactions for an aggregate purchase price of approximately $29,000 using working capital. LIP acquired 97,380 shares of Common Stock in open market transactions for an aggregate purchase price of approximately $897,000 using working capital. LIP2 acquired 3,600 shares of Common Stock in open market transactions for an aggregate purchase price of approximately $33,000 using working capital.
Item 5. Interest in Securities of the Issuer
Item 5 is hereby amended and restated as follows:
(a) As of November 5, 2015, the Reporting Persons may be deemed to beneficially own 1,269,530 shares of Common Stock (which represents approximately 6.5% of the outstanding Common Stock based upon information contained in the Issuer’s Form 10-Q for the period ended September 26, 2015).
| (b) |
| Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | |||||||||||||
PDP | 614,000 | 0 | 614,000 | 0 | ||||||||||||
Micro | 21,400 | 0 | 21,400 | 0 | ||||||||||||
Core | 7,600 | 0 | 7,600 | 0 | ||||||||||||
LIP | 600,000 | 0 | 600,000 | 0 | ||||||||||||
LIP2 | 21,675 | 0 | 21,975 | 0 | ||||||||||||
LKCM | 1,264,675 | 0 | 1,264,675 | 0 | ||||||||||||
J. Luther King, Jr. | 1,269,530 | 0 | 1,269,530 | 0 | ||||||||||||
J. Bryan King | 643,000 | 0 | 643,000 | 0 | ||||||||||||
(c) During the past sixty days, the Reporting Persons purchased the following shares of Common Stock in open market transactions.
Date | Reporting Person | Shares Purchased | Price | |||||||
09/29/2015 | PDP | 17,800 | $ | 8.747 | ||||||
10/01/2015 | PDP | 40,700 | $ | 8.636 | ||||||
10/05/2015 | LIP | 26,325 | $ | 9.125 | ||||||
10/05/2015 | LIP2 | 975 | $ | 9.125 | ||||||
10/06/2015 | LIP | 6,650 | $ | 9.138 | ||||||
10/06/2015 | LIP2 | 250 | $ | 9.138 | ||||||
10/07/2015 | LIP | 14,405 | $ | 9.315 | ||||||
10/07/2015 | LIP2 | 531 | $ | 9.315 | ||||||
10/08/2015 | LIP | 975 | $ | 9.301 | ||||||
10/08/2015 | LIP2 | 25 | $ | 9.301 | ||||||
10/13/2015 | Core | 1,250 | $ | 9.310 | ||||||
10/13/2015 | LIP | 19,275 | $ | 9.323 | ||||||
10/13/2015 | LIP2 | 725 | $ | 9.323 | ||||||
10/14/2015 | Core | 250 | $ | 9.200 | ||||||
10/14/2015 | LIP | 7,225 | $ | 9.200 | ||||||
10/14/2015 | LIP2 | 275 | $ | 9.200 | ||||||
10/15/2015 | Core | 500 | $ | 9.250 | ||||||
10/26/2015 | LIP | 15,769 | $ | 9.065 | ||||||
10/26/2015 | LIP2 | 575 | $ | 9.065 | ||||||
10/27/2015 | LIP | 6,756 | $ | 8.842 | ||||||
10/27/2015 | LIP2 | 244 | $ | 8.842 | ||||||
11/05/2015 | Core | 1,100 | $ | 9.454 | ||||||
11/05/2015 | Micro | 2,700 | $ | 9.453 | ||||||
11/05/2015 | PDP | 106,500 | $ | 9.454 | ||||||
| (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: November 6, 2015
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 | ||
LKCM Investment Partnership, L.P. | ||
| By: | LKCM Investment Partnership GP, LLC, its general partner | |
| By: | /s/ J. Luther King, Jr. | |
| J. Luther King, Jr. | ||
LKCM Investment Partnership II, L.P. | ||
| By: | LKCM Investment Partnership GP, LLC, its general partner | |
| By: | /s/ J. Luther King, Jr. | |
| J. Luther King, Jr. | ||
| 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. | ||
