13D Filing: Hennessy Capital Partners Ii Llc and Daseke Inc. (NASDAQ:DSKE)

 

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.o

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 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).

 

 

 

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EXPLANATORY NOTE

 

This Schedule 13D/A is being filed as an amendment (Amendment No. 1) to the statement on Schedule 13D filed with the Securities and Exchange Commission (SEC) on behalf of Hennessy Capital Partners II LLC (Hennessy Capital Sponsor), Hennessy Capital LLC (Hennessy Capital) and Daniel J. Hennessy (together with Hennessy Capital Sponsor and Hennessy Capital, the Reporting Persons), with respect to the common stock of Daseke, Inc. (the Issuer) on March 8, 2017 (the Schedule 13D), pursuant to Rule 13d-2 of the Securities Exchange Act of 1934, as amended, to amend and supplement certain information set forth below in the items indicated. Only those items that are amended or supplemented are reported herein. All capitalized terms used in this Amendment No. 1 and not otherwise defined herein have the meanings ascribed to such terms in the Schedule 13D.

 

The Reporting Persons are filing this Amendment No. 1 to report (i) the distribution of shares of Common Stock and warrants to purchase Common Stock by Hennessy Capital Sponsor on a pro rata basis to its members or their permitted transferees, including to Mr. Hennessy, and (ii) that the Reporting Persons ceased to beneficially own more than five percent of the class of Common Stock.

 

Item 4. Purpose of Transaction.

 

Item 4 of the Schedule 13D is supplemented and amended to add the following:

 

On March 21, 2017, Hennessy Capital Sponsor made a pro rata distribution (for no consideration) to its members of all of the 1,848,043 shares of Common Stock and warrants to purchase 7,540,378 shares of Common Stock that it owned (the Distribution). As a result of the Distribution, Mr. Hennessy received (i) 625,998 shares of Common Stock and (ii) warrants to purchase 187,500 shares of Common Stock.

 

Item 5. Interest in Securities of the Issuer.

 

Item 5 of the Schedule 13D is amended and restated in its entirety as follows:

 

(a)-(b) The Reporting Persons current beneficial ownership in the Issuer and the Common Stock arising from such ownership is set forth on the cover pages to this Amendment No. 1 and is incorporated by reference herein. The ownership percentages appearing on such cover pages have been calculated based on a total of 37,715,960 shares of Common Stock outstanding as of March 20, 2017, as disclosed in the Registration Statement on Form S-3, as amended, filed by the Issuer with the SEC on March 21, 2017.

 

(c) Except as set forth herein and elsewhere in the Schedule 13D, there have been no other transactions in the class of securities reported on that were effected within the past sixty days.

 

(d) Not applicable.

 

(e) As a result of the Distribution, the Reporting Persons ceased to be the beneficial owners of more than five percent (5%) of the class of Common Stock on March 20, 2017.

 

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SIGNATURES

 

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:   March 24, 2017

 

	HENNESSY CAPITAL PARTNERS II LLC,
	a Delaware limited liability company
	By:	HENNESSY CAPITAL LLC,
		a Delaware limited liability company, as the
		managing member of Hennessy Capital Partners II LLC
	By:	/s/ Daniel J. Hennessy
	Name:	Daniel J. Hennessy
	Title:	Managing Member
	HENNESSY CAPITAL LLC, a
	Delaware limited liability company
	By:	/s/  Daniel J. Hennessy
	Name:	Daniel J. Hennessy
	Title:	Managing Member
	/s/ Daniel J. Hennessy
	Daniel J. Hennessy

 

	ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001)

 

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