UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE
13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
(Name of Issuer)
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Common Stock, par value $0.01 per share
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(Title of Class of Securities)
(CUSIP Number)
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Red Mountain Capital Partners LLC
Attn: Willem Mesdag
10100 Santa Monica Boulevard, Suite 925
Los Angeles, California
90067
Telephone (310) 432-0200
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
(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.
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*
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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.
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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).
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CUSIP No. 78478V100
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SCHEDULE 13D/A
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PAGE 2 OF 10 PAGES
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Red Mountain Capital Partners LLC 73-1726370
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP*
(a)
x
(b)
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3
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SEC USE ONLY
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4
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SOURCE OF
FUNDS
*
AF (See Item 3)
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5
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CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED
P
URSUANT TO ITEMS 2(d) or 2(e)
¨
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
6,204,132 shares (See Item 5)
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8
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SHARED VOTING POWER
None (See Item 5)
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9
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SOLE DISPOSITIVE POWER
6,204,132 shares (See Item 5)
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10
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SHARED DISPOSITIVE POWER
None (See Item 5)
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11
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AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
6,204,132 shares (See Item
5)
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12
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
¨
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13
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PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
14.9% (See Item 5)
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14
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TYPE OF REPORTING
PERSON*
OO – Limited Liability Company
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CUSIP No. 78478V100
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SCHEDULE 13D/A
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PAGE 3 OF 10 PAGES
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Red Mountain Capital Partners II, L.P. 20-4117535
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP*
(a)
x
(b)
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3
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SEC USE ONLY
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4
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SOURCE OF
FUNDS
*
WC (See Item 3)
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5
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CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED
P
URSUANT TO ITEMS 2(d) or 2(e)
¨
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
6,204,132 shares (See Item 5)
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8
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SHARED VOTING POWER
None (See Item 5)
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9
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SOLE DISPOSITIVE POWER
6,204,132 shares (See Item 5)
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10
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SHARED DISPOSITIVE POWER
None (See Item 5)
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11
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AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
6,204,132 shares (See Item
5)
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12
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
¨
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13
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PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
14.9% (See Item 5)
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14
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TYPE OF REPORTING
PERSON*
PN – Limited Partnership
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CUSIP No. 78478V100
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SCHEDULE 13D/A
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PAGE 4 OF 10 PAGES
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
RMCP GP LLC 20-4442412
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP*
(a)
x
(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF
FUNDS
*
AF (See Item 3)
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5
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CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED
P
URSUANT TO ITEMS 2(d) or 2(e)
¨
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
6,204,132 shares (See Item 5)
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8
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SHARED VOTING POWER
None (See Item 5)
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9
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SOLE DISPOSITIVE POWER
6,204,132 shares (See Item 5)
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10
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SHARED DISPOSITIVE POWER
None (See Item 5)
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11
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AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
6,204,132 shares (See Item
5)
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12
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
¨
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13
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PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
14.9% (See Item 5)
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14
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TYPE OF REPORTING
PERSON*
OO – Limited Liability Company
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CUSIP No. 78478V100
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SCHEDULE 13D/A
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PAGE 5 OF 10 PAGES
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Red Mountain Capital Management, Inc. 13-4057186
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP*
(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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SOURCE OF
FUNDS
*
AF (See Item 3)
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5
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CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED
P
URSUANT TO ITEMS 2(d) or 2(e)
¨
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
6,204,132 shares (See Item 5)
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8
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SHARED VOTING POWER
None (See Item 5)
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9
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SOLE DISPOSITIVE POWER
6,204,132 shares (See Item 5)
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10
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SHARED DISPOSITIVE POWER
None (See Item 5)
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11
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AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
6,204,132 shares (See Item
5)
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12
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
¨
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13
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PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
14.9% (See Item 5)
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14
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TYPE OF REPORTING
PERSON*
CO – Corporation
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CUSIP No. 78478V100
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SCHEDULE 13D/A
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PAGE 6 OF 10 PAGES
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Willem Mesdag
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP*
(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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SOURCE OF
FUNDS
*
AF (See Item 3)
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5
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CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED
P
URSUANT TO ITEMS 2(d) or 2(e)
¨
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
U.S. Citizen
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
6,204,132 shares (See Item 5)
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8
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SHARED VOTING POWER
None (See Item 5)
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9
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SOLE DISPOSITIVE POWER
6,204,132 shares (See Item 5)
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10
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SHARED DISPOSITIVE POWER
None (See Item 5)
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11
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AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
6,204,132 shares (See Item
5)
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12
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
¨
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13
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PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
14.9% (See Item 5)
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14
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TYPE OF REPORTING
PERSON*
IN – Individual
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CUSIP No. 78478V100
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SCHEDULE 13D/A
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PAGE
7
OF 10 PAGES
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This Amendment No. 6 amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on August 15, 2011, as amended by Amendment No. 1
thereto, filed with the SEC on October 11, 2011, Amendment No. 2 thereto, filed with the SEC on February 1, 2012, Amendment No. 3 thereto, filed with the SEC on February 7, 2012, Amendment No. 4 thereto, filed with the
SEC on February 24, 2012, and Amendment No. 5 thereto, filed with the SEC on May 18, 2012 (together, this “Schedule 13D”), by (i) Red Mountain Capital Partners LLC, a Delaware limited liability company (“RMCP
LLC”), (ii) Red Mountain Capital Partners II, L.P., a Delaware limited partnership (“RMCP II”), (iii) RMCP GP LLC, a Delaware limited liability company (“RMCP GP”), (iv) Red Mountain Capital Management, Inc.,
a Delaware corporation (“RMCM”), and (v) Willem Mesdag, a natural person and citizen of the United States of America, with respect to the common stock, par value $0.01 per share (the “Common Stock”), of STR Holdings, Inc., a
Delaware corporation (“STRI”). RMCP LLC, RMCP II, RMCP GP, RMCM and Mr. Mesdag are sometimes collectively referred to herein as the “Reporting Persons.” The filing of any amendment to this Schedule 13D (including the filing
of this Amendment No. 5) shall not be construed to be an admission by the Reporting Persons that a material change has occurred in the facts set forth in this Schedule 13D or that such amendment is required under Rule 13d-2 of the Securities
Exchange Act of 1934, as amended.
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ITEM 3.
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SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
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Item 3 of this Schedule 13D is hereby amended to include the following information:
On August 15, 2012, RMCP II purchased 206,300 shares of Common Stock on the open market at a weighted average price of $3.40 per share.
On August 16, 2012, RMCP II purchased 113,321 shares of Common Stock on the open market at a weighted average price of $3.38 per
share.
On August 17, 2012, RMCP II purchased 18,500 shares of Common Stock on the open market at a weighted average price
of $3.45 per share.
On August 20, 2012, RMCP II purchased 884,000 shares of Common Stock on the open market at a weighted
average price of $3.51 per share.
On August 21, 2012, RMCP II purchased 40,000 shares of Common Stock on the open market
at a weighed average price of $3.60 per share.
The source of the funds used by RMCP II to purchase all such shares was working
capital of RMCP II.
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ITEM 5.
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INTEREST IN SECURITIES OF THE ISSUER.
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Items 5(a) and 5(b) of this Schedule 13D are hereby amended and restated as follows:
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(a)-(b)
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RMCP II beneficially owns, in the aggregate, 6,204,132 shares of Common Stock, which represent approximately 14.9% of the outstanding Common Stock.
(1)
RMCP II has the sole power to vote or direct the vote, and the sole
power to dispose or direct the disposition, of all such 6,204,132 shares of Common Stock.
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Because each of RMCP GP, RMCP LLC, RMCM and Mr. Mesdag may be deemed to control RMCP II, each of RMCP GP, RMCP LLC, RMCM and Mr. Mesdag may be deemed to beneficially
own, and to have the power to vote or direct the vote, or dispose or direct the disposition of, all of the Common Stock beneficially owned by RMCP II.
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(1)
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All calculations of percentage ownership in this Schedule 13D are based on 41,677,626 shares of Common Stock outstanding as of August 1, 2012, as reported in the
Form 10-Q which was filed by STRI with the Securities and Exchange Commission on August 9, 2012.
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CUSIP No. 78478V100
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SCHEDULE 13D/A
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PAGE
8
OF 10 PAGES
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Other than shares of Common Stock beneficially owned by RMCP II, none of the Reporting Persons, Mr. Teets or Mr. Genender may be deemed to beneficially own any shares of Common Stock.
Each of RMCP LLC, RMCP II and RMCP GP affirms membership in a group with each other but disclaims membership in a group with
RMCM or Mr. Mesdag. Each of RMCM and Mr. Mesdag disclaims membership in a group with any person.
The filing of this
Schedule 13D shall not be construed as an admission that any Reporting Person is the beneficial owner of any of the shares of Common Stock that such Reporting Person may be deemed to beneficially own. Without limiting the foregoing sentence, each of
RMCM and Mr. Mesdag disclaims beneficial ownership of all shares of Common Stock reported in this Schedule 13D. In addition, the filing of this Schedule 13D shall not be construed as an admission that any partner, member, director, officer or
affiliate of any Reporting Person is the beneficial owner of any of the shares of Common Stock that such partner, member, director, officer or affiliate may be deemed to beneficially own. Without limiting the foregoing sentence, each of
Mr. Teets and Mr. Genender disclaims beneficial ownership of all shares of Common Stock reported in this Schedule 13D.
Item 5(c) of this Schedule 13D is hereby amended to include the following information:
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(c)
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The information set forth above in Item 3 is hereby incorporated by reference in response to this Item 5(c).
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CUSIP No. 78478V100
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SCHEDULE 13D/A
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PAGE
9
OF 10 PAGES
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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.
Dated: August 21, 2012
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RED MOUNTAIN CAPITAL PARTNERS LLC
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/s/ Willem Mesdag
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By:
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Willem Mesdag
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Title:
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Authorized Signatory
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RED MOUNTAIN CAPITAL PARTNERS II, L.P.
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By:
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RMCP GP LLC, its general partner
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/s/ Willem Mesdag
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By:
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Willem Mesdag
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Title:
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Authorized Signatory
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RMCP GP LLC
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/s/ Willem Mesdag
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By:
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Willem Mesdag
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Title:
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Authorized Signatory
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RED MOUNTAIN CAPITAL MANAGEMENT, INC.
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/s/ Willem Mesdag
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By:
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Willem Mesdag
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Title:
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President
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WILLEM MESDAG
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/s/ Willem Mesdag
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CUSIP No. 78478V100
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SCHEDULE 13D/A
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PAGE
10
OF 10 PAGES
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EXHIBIT INDEX
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Exhibit No.
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Description of Exhibit
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1
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Joint Filing Agreement, dated as of August 15, 2011, by and among the Reporting Persons (incorporated by reference to Exhibit 1 to the Schedule 13D filed by the Reporting Persons
with the SEC on August 15, 2011).
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2
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Letter to Management, dated as of January 31, 2012, sent by RMCP LLC to Dennis L. Jilot, Executive Chairman of the Board of STRI (incorporated by reference to Exhibit 2 to Amendment
No. 2 to Schedule 13D filed by the Reporting Persons with the SEC on February 1, 2012).
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3
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Management Response, dated as of February 3, 2012, sent by Dennis L. Jilot, Executive Chairman of the Board of STRI, to RMCP LLC (incorporated by reference to Exhibit 3 to Amendment
No. 3 to Schedule 13D filed by the Reporting Persons with the SEC on February 7, 2012).
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4
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Second Letter to Management, dated as of February 6, 2012, sent by RMCP LLC to Dennis L. Jilot, Executive Chairman of the Board of STRI (incorporated by reference to Exhibit 4 to
Amendment No. 3 to Schedule 13D filed by the Reporting Persons with the SEC on February 7, 2012).
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5
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Confidentiality and Standstill Agreement, dated as of February 23, 2012, by and between STRI and RMCP LLC (incorporated by reference to Exhibit 5 to Amendment No. 4 to Schedule 13D
filed by the Reporting Persons with the SEC on February 24, 2012).
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