UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
______________
SCHEDULE 13D/A
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. 4)
Verso
Corporation
(Name of Issuer)
Common
Stock, par value $0.01 per share
(Title of Class of Securities)
92531L207
(CUSIP Number)
Hoak
Public Equities, L.P.
3963 Maple Avenue, Suite 450
Dallas, Texas 75219
(214) 855-2284
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
03/01/2022
(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 Rule 13d-1(e), 13d-1(f) or 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
Rule 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).
1 |
NAME
OF REPORTING PERSONS
Hoak
Public Equities, L.P.
|
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐
(b)
☒ |
3 |
SEC
USE ONLY
|
4 |
SOURCE
OF FUNDS
WC |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
1,500,000* |
8 |
SHARED
VOTING POWER
-0- |
9 |
SOLE
DISPOSITIVE POWER
1,500,000* |
10 |
SHARED
DISPOSITIVE POWER
-0- |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,500,000* |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.145%** |
14 |
TYPE
OF REPORTING PERSON
PN |
*
Represents 1,500,000 shares of Class A Common Stock of the Issuer held by Hoak Public Equities, L.P.
**
This calculation is based on 29,154,580 shares outstanding as of February 18, 2022, as disclosed on the Issuer’s Form 10-K filed
with the SEC on February 28, 2022.
1 |
NAME
OF REPORTING PERSONS
Hoak
Fund Management, L.P.
|
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐
(b)
☒ |
3 |
SEC
USE ONLY
|
4 |
SOURCE
OF FUNDS
AF |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
1,500,000* |
8 |
SHARED
VOTING POWER
-0- |
9 |
SOLE
DISPOSITIVE POWER
1,500,000* |
10 |
SHARED
DISPOSITIVE POWER
-0- |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,500,000* |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.145%** |
14 |
TYPE
OF REPORTING PERSON
PN |
*
Represents 1,500,000 shares of Class A Common Stock of the Issuer held by Hoak Public Equities, L.P.
**
This calculation is based on 29,154,580 shares outstanding as of February 18, 2022, as disclosed on the Issuer’s Form 10-K filed
with the SEC on February 28, 2022.
1 |
NAME
OF REPORTING PERSONS
Hoak
& Co.
|
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐
(b)
☒ |
3 |
SEC
USE ONLY
|
4 |
SOURCE
OF FUNDS
AF |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
1,500,000* |
8 |
SHARED
VOTING POWER
-0- |
9 |
SOLE
DISPOSITIVE POWER
1,500,000* |
10 |
SHARED
DISPOSITIVE POWER
-0- |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,500,000* |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.145%** |
14 |
TYPE
OF REPORTING PERSON
CO |
*
Represents 1,500,000 shares of Class A Common Stock of the Issuer held by Hoak Public Equities, L.P.
**
This calculation is based on 29,154,580 shares outstanding as of February 18, 2022, as disclosed on the Issuer’s Form 10-K filed
with the SEC on February 28, 2022.
1 |
NAME
OF REPORTING PERSONS
J.
Hale Hoak |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐
(b)
☒ |
3 |
SEC
USE ONLY
|
4 |
SOURCE
OF FUNDS
AF,
PF |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
☐ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING PERSON WITH: |
7 |
SOLE
VOTING POWER
1,737,160* |
8 |
SHARED
VOTING POWER
255,000** |
9 |
SOLE
DISPOSITIVE POWER
1,737,160* |
10 |
SHARED
DISPOSITIVE POWER
255,000** |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,992,160 |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.833%*** |
14 |
TYPE
OF REPORTING PERSON
IN |
*
Represents (1) 1,500,000 shares of Class A Common Stock of the Issuer held by Hoak Public Equities, L.P., (2) 110 shares of Class A Common
Stock of the Issuer held in a UTMA account for the benefit of Alfred Hale Hoak of which Mr. J. Hale Hoak serves as custodian, (3) 25,000
shares of Class A Common Stock of the Issuer held by The Hoak Foundation, of which Mr. J. Hale Hoak serves as investment manager, (4)
167,000 shares of Class A Common Stock of the Issuer held by Mr. J. Hale Hoak, (5) 45,000 shares of Class A Common Stock of the Issuer
held by Hale Hoak Child’s Trust, and (6) 50 shares of Class A Common Stock of the Issuer held in a UTMA account for the benefit
of James M. Hoak III of which Mr. J. Hale Hoak serves as custodian.
**
Represents 255,000 shares of Class A Common Stock of the Issuer held by Nancy Hoak 2020 GRAT Agreement, of which Mr. J. Hale Hoak serves
as co-trustee.
***
This calculation is based on 29,154,580 shares outstanding as of February 18, 2022, as disclosed on the Issuer’s Form 10-K filed
with the SEC on February 28, 2022.
1 |
NAME
OF REPORTING PERSONS
James
M. Hoak |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐
(b)
☒ |
3 |
SEC
USE ONLY
|
4 |
SOURCE
OF FUNDS
PF |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
☐ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING PERSON WITH: |
7 |
SOLE
VOTING POWER
1,925,000* |
8 |
SHARED
VOTING POWER
255,000** |
9 |
SOLE
DISPOSITIVE POWER
1,925,000* |
10 |
SHARED
DISPOSITIVE POWER
255,000** |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,180,000 |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.477%*** |
14 |
TYPE
OF REPORTING PERSON
IN |
*
Represents (1) 1,500,000 shares of Class A Common Stock of the Issuer held by Hoak Public Equities, L.P., (2) 400,000 shares of Class
A Common Stock of the Issuer held in the James M. Hoak Jr. IRA, and (3) 25,000 shares of Class A Common Stock of the Issuer held by The
Hoak Foundation, of which Mr. James M. Hoak serves as president.
**
Represents 255,000 shares of Class A Common Stock of the Issuer held by Nancy Hoak 2020 GRAT Agreement, of which Mr. James M. Hoak serves
as co-trustee.
***
This calculation is based on 29,154,580 shares outstanding as of February 18, 2022, as disclosed on the Issuer’s Form 10-K filed
with the SEC on February 28, 2022.
1 |
NAME
OF REPORTING PERSONS
Hale
Hoak Child’s Trust
|
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐
(b)
☒ |
3 |
SEC
USE ONLY
|
4 |
SOURCE
OF FUNDS
OO |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
45,000 |
8 |
SHARED
VOTING POWER
-0- |
9 |
SOLE
DISPOSITIVE POWER
45,000 |
10 |
SHARED
DISPOSITIVE POWER
-0- |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,000 |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less
than 1%* |
14 |
TYPE
OF REPORTING PERSON
OO |
*
This calculation is based on 29,154,580 shares outstanding as of February 18, 2022, as disclosed on the Issuer’s Form 10-K filed
with the SEC on February 28, 2022.
1 |
NAME
OF REPORTING PERSONS
The
Hoak Foundation
|
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐
(b)
☒ |
3 |
SEC
USE ONLY
|
4 |
SOURCE
OF FUNDS
OO |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
25,000 |
8 |
SHARED
VOTING POWER
-0- |
9 |
SOLE
DISPOSITIVE POWER
25,000 |
10 |
SHARED
DISPOSITIVE POWER
-0- |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,000 |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less
than 1%* |
14 |
TYPE
OF REPORTING PERSON
CO |
*
This calculation is based on 29,154,580 shares outstanding as of February 18, 2022, as disclosed on the Issuer’s Form 10-K filed
with the SEC on February 28, 2022.
1 |
NAME
OF REPORTING PERSONS
Nancy
Hoak 2020 GRAT Agreement
|
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐
(b)
☒ |
3 |
SEC
USE ONLY
|
4 |
SOURCE
OF FUNDS
OO |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
-0- |
8 |
SHARED
VOTING POWER
255,000 |
9 |
SOLE
DISPOSITIVE POWER
-0- |
10 |
SHARED
DISPOSITIVE POWER
255,000 |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
255,000 |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less
than 1%* |
14 |
TYPE
OF REPORTING PERSON
OO |
*
This calculation is based on 29,154,580 shares outstanding as of February 18, 2022, as disclosed on the Issuer’s Form 10-K filed
with the SEC on February 28, 2022.
This
Amendment No. 4 to Schedule 13D (the “Fourth Amendment”) amends and supplements the Schedule 13D originally filed
with the Securities and Exchange Commission (“SEC”) on December 31, 2020 (the “Original 13D”),
as amended by that certain Amendment No. 1 to the Original 13D (the “First Amendment”), as amended by that certain
Amendment No. 2 to the Original 13D (the “Second Amendment”), as amended by that certain Amendment No. 3 to the Original
13D (the “Third Amendment” and together with the Original 13D, the First Amendment, the Second Amendment and the Fourth
Amendment, the “Schedule 13D”). Unless otherwise indicated, all capitalized terms used but not defined herein shall
have the same meaning ascribed to them in the Original 13D.
Item
3. Source
and Amount of Funds or Other Consideration.
Item
3 is hereby amended and restated to read in its entirety as follows:
“The total amount of funds
used for the purchase of Common Stock by HPE was $22,758,490.57. Hoak Management and Hoak & Co. do not directly hold any Common Stock
but may be deemed to beneficially own the Common Stock owned by HPE. Each of James M. Hoak, Jr. and J. Hale Hoak may also be deemed to
beneficially own the Common Stock owned by HPE. The total amount of funds used for the purchase of the Common Stock reported by (i) the
Trust was $456,399.86, (ii) the Foundation was $187,204.08 and (iii) the GRAT was $3,106,569.35. James M. Hoak, Jr. may also be deemed
to beneficially own the Common Stock owned by the Foundation and the GRAT and J. Hale Hoak may also be deemed to beneficially own the
Common Stock owned by the Trust, the Foundation and the GRAT. The total amount of funds used for the purchase of the remaining Common
Stock reported by (i) James M. Hoak, Jr. was $5,417,454.00 (all such 400,000 shares held in the James M. Hoak, Jr. IRA) and (ii) J. Hale
Hoak was $3,043,477.56 (167,000 shares held personally by J. Hale Hoak, 110 shares held in a UTMA account for the benefit of Alfred Hale
Hoak (Mr. J. Hale Hoak’s son) of which Mr. J. Hale Hoak serves as custodian, and 50 shares held in a UTMA account for the benefit
of James M. Hoak III (Mr. J. Hale Hoak’s son) of which Mr. J. Hale Hoak serves as custodian).”
Item 5. Interest
in Securities of the Issuer.
Item 5 is hereby amended and restated to read in its
entirety as follows:
“Except for the transactions set forth on Schedule A, none
of the Reporting Persons effected any transaction in the Common Stock since the most recent Schedule 13D filed with the SEC on January
13, 2022.”
Item
7. Material to Be Filed as Exhibits
99.1 |
Joint
Filing Agreement, dated March 3, 2022, by and among Hoak Public Equities, L.P., Hoak Fund Management, L.P., Hoak & Co., James
M. Hoak, J. Hale Hoak, The Hoak Foundation, Hale Hoak Child’s Trust and the Nancy Hoak 2020 GRAT Agreement. |
|
SIGNATURES
After
reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this
Statement is true, complete and correct.
Hoak
Public Equities, L.P.
By:
Hoak Fund Management, L.P., its general partner
By:
Hoak & Co., its general partner
By:
/s/ J.
Hale Hoak
J.
Hale Hoak
President
|
Hoak
Fund Management, L.P.
By:
Hoak & Co., its general partner
By:
/s/ J.
Hale Hoak
J.
Hale Hoak
President
|
The
Hoak Foundation
By:
/s/ J.
Hale Hoak
J.
Hale Hoak, its investment manager
|
Hale
Hoak Child’s Trust
By:
/s/ J.
Hale Hoak
J.
Hale Hoak, Trustee
|
Hoak
& Co.
By:
/s/ J.
Hale Hoak
J.
Hale Hoak
President
|
James
M. Hoak
By:
/s/ James
M. Hoak
James
M. Hoak
|
J.
Hale Hoak
By:
/s/ J.
Hale Hoak
J.
Hale Hoak
|
Nancy
Hoak 2020 GRAT Agreement
By:
/s/ J.
Hale Hoak
J.
Hale Hoak, Co-Trustee
By:
/s/ James
M. Hoak
James
M. Hoak, Co-Trustee
|
Schedule
A
Transactions
– Last 60 Days
Hoak
Public Equities, LP
Date |
Symbol |
Transaction |
Warrants |
Price
Per Warrant |
03/01/2022 |
VRSZW |
Sold |
165,459 |
$11.5415 |
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