Amended Statement of Beneficial Ownership (sc 13d/a)
18 November 2017 - 8:07AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
CECO
Environmental Corp.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
125141101
(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 17, 2017
(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 persons 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. 125141101
|
|
Page
2
of 9
|
|
|
|
|
|
|
|
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) ☒
|
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
1,964,767
|
|
8.
|
|
Shared Voting Power
0
|
|
9.
|
|
Sole Dispositive Power
1,964,767
|
|
10.
|
|
Shared Dispositive Power
0
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,964,767
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions):
☐
|
13.
|
|
Percent of Class Represented by
Amount in Row (11)
5.7%
|
14.
|
|
Type of Reporting Person (See
Instructions)
OO
|
|
|
|
CUSIP No. 125141101
|
|
Page
3
of 9
|
|
|
|
|
|
|
|
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) ☒
|
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
51,939
|
|
8.
|
|
Shared Voting Power
0
|
|
9.
|
|
Sole Dispositive Power
51,939
|
|
10.
|
|
Shared Dispositive Power
0
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
51,939
|
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. 125141101
|
|
Page
4
of 9
|
|
|
|
|
|
|
|
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) ☒
|
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
19,363
|
|
8.
|
|
Shared Voting Power
0
|
|
9.
|
|
Sole Dispositive Power
19,363
|
|
10.
|
|
Shared Dispositive Power
0
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
19,363
|
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. 125141101
|
|
Page
5
of 9
|
|
|
|
|
|
|
|
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) ☒
|
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
2,037,869
|
|
8.
|
|
Shared Voting Power
0
|
|
9.
|
|
Sole Dispositive Power
2,037,869
|
|
10.
|
|
Shared Dispositive Power
0
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
2,037,869
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions):
☐
|
13.
|
|
Percent of Class Represented by
Amount in Row (11)
5.9%
|
14.
|
|
Type of Reporting Person (See
Instructions)
IA, CO
|
|
|
|
CUSIP No. 125141101
|
|
Page
6
of 9
|
|
|
|
|
|
|
|
1.
|
|
Name of
Reporting Persons.
J. Luther King, Jr.
|
2.
|
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☒
|
3.
|
|
SEC Use Only
|
4.
|
|
Source of Funds (See Instructions)
PF
|
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
2,053,569
|
|
8.
|
|
Shared Voting Power
0
|
|
9.
|
|
Sole Dispositive Power
2,053,569
|
|
10.
|
|
Shared Dispositive Power
0
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
2,053,569
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions):
☐
|
13.
|
|
Percent of Class Represented by
Amount in Row (11)
5.9%
|
14.
|
|
Type of Reporting Person (See
Instructions)
IN
|
|
|
|
CUSIP No. 125141101
|
|
Page
7
of 9
|
|
|
|
|
|
|
|
1.
|
|
Name of
Reporting Persons.
J. Bryan King
|
2.
|
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☒
|
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
2,036,069
|
|
8.
|
|
Shared Voting Power
0
|
|
9.
|
|
Sole Dispositive Power
2,036,069
|
|
10.
|
|
Shared Dispositive Power
0
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
2,036,069
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions):
☐
|
13.
|
|
Percent of Class Represented by
Amount in Row (11)
5.9%
|
14.
|
|
Type of Reporting Person (See
Instructions)
IN
|
This Amendment No. 3 to Schedule 13D amends and supplements the Schedule 13D filed by the Reporting Persons
with respect to the Common Stock, par value $0.01 per share (Common Stock), of CECO Environmental Corp., 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 260,825 shares of Common Stock in open market transactions for an aggregate purchase price of approximately $1,550,000 using working capital.
Item 5. Interest in Securities of the Issuer
Item 5 is hereby amended and restated as follows:
(a) As of
November 17, 2017, the Reporting Persons may be deemed to beneficially own 2,053,569 shares of Common Stock (which represents approximately 5.9% of the outstanding Common Stock based upon information contained in the Issuers Form
10-Q
for the period ended September 30, 2017).
(b)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sole
Voting
Power
|
|
|
Shared
Voting
Power
|
|
|
Sole
Dispositive
Power
|
|
|
Shared
Dispositive
Power
|
|
PDP
|
|
|
1,964,767
|
|
|
|
0
|
|
|
|
1,964,767
|
|
|
|
0
|
|
Micro
|
|
|
51,939
|
|
|
|
0
|
|
|
|
51,939
|
|
|
|
0
|
|
Core
|
|
|
19,363
|
|
|
|
0
|
|
|
|
19,363
|
|
|
|
0
|
|
LKCM
|
|
|
2,037,869
|
|
|
|
0
|
|
|
|
2,037,869
|
|
|
|
0
|
|
J. Luther King, Jr.
|
|
|
2,053,569
|
|
|
|
0
|
|
|
|
2,053,569
|
|
|
|
0
|
|
J. Bryan King
|
|
|
2,036,069
|
|
|
|
0
|
|
|
|
2,036,069
|
|
|
|
0
|
|
(c) Since the most recent filing of Schedule 13D, the Reporting Persons purchased the following shares of Common Stock in open
market transactions.
|
|
|
|
|
|
|
|
|
|
|
Date
|
|
Reporting Person
|
|
Shares
|
|
|
Price
|
|
11/10/2017
|
|
PDP
|
|
|
237,758
|
|
|
$
|
5.9430
|
|
11/13/2017
|
|
PDP
|
|
|
23,067
|
|
|
$
|
5.9190
|
|
(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 17, 2017
|
|
|
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
|
|
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.
|
CECO Environmental (NASDAQ:CECE)
Historical Stock Chart
From Apr 2024 to May 2024
CECO Environmental (NASDAQ:CECE)
Historical Stock Chart
From May 2023 to May 2024