SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G*
(Rule 13d-102)
INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c), AND
(d) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2
(AMENDMENT NO. 1)*
|
Westrock Coffee Company
|
|
(Name of Issuer)
|
|
Common Stock, par value $0.01 per share
|
|
(Title of Class of Securities)
|
|
96145W103
|
|
(CUSIP Number)
|
|
December 31, 2023
|
|
(Date of Event Which Requires Filing of this Statement)
|
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
[X] Rule 13d-1(c)
☐ Rule 13d-1(d)
*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 the disclosures
provided in a prior cover page.
The information required in 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).
|
CUSIP No. 96145W103
|
|
Page 2 of 10 pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
The Stephens Group, LLC
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a) [X]
|
|||||
|
(b)☐
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Arkansas, U.S.A.
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
0
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
8,292,697
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
8,292,697
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
8,292,697
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
9.11%
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
|
CUSIP No. 96145W103
|
|
Page 3 of 10 pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
SG-Coffee, LLC
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a) [X]
|
|||||
|
(b)☐
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Arkansas, U.S.A.
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
0
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
2,785,082
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
2,785,082
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
2,785,082
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
3.06%
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
|
CUSIP No. 96145W103
|
|
Page 4 of 10 pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Elizabeth Stephens Campbell
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a) [X]
|
|||||
|
(b)☐
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
U.S.A.
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
0
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
8,292,697
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
8,292,697
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
8,292,697
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
9.11%
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
IN
|
|
|
|||
|
|
|
||||
|
CUSIP No. 96145W103
|
|
Page 5 of 10 pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
W.R. Stephens, Jr.
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a) [X]
|
|||||
|
(b)☐
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
U.S.A.
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
0
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
8,292,697
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
8,292,697
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
8,292,697
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
9.11%
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
IN
|
|
|
|||
|
|
|
||||
|
CUSIP No. 96145W103
|
|
Page 6 of 10 pages
|
| Item 1(a). |
Name of Issuer:
Westrock Coffee Company
|
| Item 1(b). |
Address of Issuer's Principal Executive Offices:
4009 North Rodney Parham Road, 3rd Floor, Little Rock, AR 72212
|
| Item 2(a). |
Name of Person Filing:
The Stephens Group, LLC
SG-Coffee, LLC
Elizabeth Stephens Campbell
W.R. Stephens, Jr.
|
| Item 2(b). |
Address of Principal Business Office or, if none, Residence:
100 River Bluff Drive, Suite 500, Little Rock, AR 72202
|
| Item 2(c). |
Citizenship:
See Item 4 of each cover page
|
| Item 2(d). |
Title of Class of Securities:
Common Stock, $0.01 par value per share (“Common Stock”)
|
| Item 2(e). |
CUSIP Number:
96145W103
|
|
CUSIP No. 96145W103
|
|
Page 7 of 10 pages
|
| Item 3. | If This Statement Is Filed Pursuant to Sections 240.13d-1(b) or |
240.13d-2(b) or (c), Check Whether the Person Filing Is a(n):
Not applicable
| (a) | ☐ Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o); |
| (b) | ☐ Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | ☐ Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) | ☐ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
| (e) | ☐ Investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E); |
| (f) | ☐ Employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F); |
| (g) | ☐ Parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G); |
| (h) | ☐ Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (i) | ☐ Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) | ☐ A non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J); |
| (k) | ☐ Group, in accordance with Section 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____________________________ . |
| Item 4. | Ownership. |
| (a) |
Amount beneficially owned:
See Item 9 of each cover page.
|
| (b) |
Percent of class:
See Item 11 of each cover page. 2,940,896 of the 8,292,697 total shares of Common Stock reported herein are shares of
Common Stock issuable upon conversion of Series A Preferred Stock. The percent of class is calculated using a total of 90,980,080 shares of Common Stock representing the 88,039,184 shares of Common Stock deemed outstanding as of
November 3, 2023, as reported in Form 10-Q filed by the Issuer on November 9, 2023, plus the 2,940,896 shares of Common Stock issuable upon conversion of Series A Preferred Stock held by the Persons Filing.
|
| (c) | Number of shares as to which the person has: |
| (i) |
Sole power to vote or to direct the vote:
See Item 5 of each cover page.
|
| (ii) |
Shared power to vote or to direct the vote:
See Item 6 of each cover page.
|
| (iii) |
Sole power to dispose or to direct the disposition of:
See Item 7 of each cover page.
|
| (iv) |
Shared power to dispose or to direct the disposition of:
See Item 8 of each cover page.
|
The Stephens Group, LLC, or The Stephens Group, is the sole manager of SG-Coffee, LLC and has voting and dispositive power over the shares held by SG-Coffee, LLC. The Stephens Group is beneficially owned by W.R.
Stephens, Jr. and Elizabeth S. Campbell.
|
CUSIP No. 96145W103
|
|
Page 8 of 10 pages
|
| Item 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check
the following ☐.
Not applicable.
| Item 6. | Ownership of More Than Five Percent on Behalf of Another Person. |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group. |
See Item 4 and Exhibit 99.1.
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
|
Item 10.
|
Certification.
|
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control
of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
|
CUSIP No. 96145W103
|
|
Page 9 of 10 pages
|
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: January 5, 2024
|
The Stephens Group, LLC
|
||
|
By:
|
/s/ William W. Kilgroe
|
|
|
Name: William W. Kilgroe
|
||
|
Title: General Counsel
|
||
|
SG-Coffee, LLC
|
||
|
By:
|
The Stephens Group, LLC
its Manager
|
|
|
/s/ William W. Kilgroe
|
||
|
Title: General Counsel
|
||
|
/s/ William W. Kilgroe
|
||
|
William W. Kilgroe, Power of Attorney for
Elizabeth Stephens Campbell
|
|
/s/ William W. Kilgroe
|
||
|
William W. Kilgroe, Power of Attorney for
W.R. Stephens, Jr.
|
|
CUSIP No. 96145W103
|
|
Page 10 of 10 pages
|
EXHIBIT INDEX
|
Exhibit Number
|
Title
|
|
99.1
|
Joint Filing Agreement
|
|
99.2
|
Power of Attorney
|
EXHIBIT 99.1
JOINT FILING AGREEMENT
The undersigned hereby agree as follows:
(i) Each of them is individually eligible to use the Schedule 13G to which this Exhibit is attached, and such Schedule 13G is filed on behalf of each of them; and
(ii) each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them
is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
Dated: September 2, 2022
|
The Stephens Group, LLC
|
||
|
By:
|
/s/ William W. Kilgroe
|
|
|
Name: William W. Kilgroe
|
||
|
Title: General Counsel
|
||
|
SG-Coffee, LLC
|
||
|
By:
|
The Stephens Group, LLC
its Manager
|
|
|
/s/ William W. Kilgroe
|
||
|
Title: General Counsel
|
||
|
|
|
|
|
/s/ Elizabeth Stephens Campbell
|
|
|
|
|
|
|
|
|
/s/ W.R. Stephens, Jr.
|
|
|
|
EXHIBIT 99.2
POWER OF ATTORNEY EXECUTED BY REPORTING PERSONS
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitute and appoint Ronald M. Clark and William W. Kilgroe, and each of them, the true and lawful attorneys-in-fact and agents to:
|
1)
|
execute, for and on behalf of the undersigned, any one or more Forms 3, 4, and 5, and any amendments thereto, in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and
|
|
2)
|
execute, for and on behalf of the undersigned, any one or more Form 144, and any amendments thereto, in accordance with Rule 144 of the Securities Act of 1933, as amended;
|
|
3)
|
execute, for and on behalf of the undersigned, any filings pursuant to Section 13 of the Exchange Act, including Schedules 13D, 13F, 13G and 13H (“Section 13 Filings”), and any amendments thereto, in accordance with Section 13 of
the Exchange Act, and the rules thereunder; and
|
|
4)
|
do and perform any and all acts, for and on behalf of the undersigned, that may be necessary or desirable to complete the execution of any such Forms 3, 4, 5, or 144 and the Section 13 Filings, and any amendments to any of the foregoing,
and the timely filing of such forms and schedules with the United States Securities and Exchange Commission and any other authority; and
|
|
5)
|
take any additional action of any type whatsoever in connection with the foregoing that, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by the undersigned, it being understood
that the documents executed by such attorney-in-fact on behalf of the undersigned, pursuant to this Power of Attorney, shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his discretion.
|
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned have executed this Power of Attorney effective as of January 5, 2022.
| THE STEPHENS GROUP, LLC |
SC-1890, LLC |
|||||
| By: | The Stephens Group, LLC |
|||||
| Its Manager |
||||||
|
By:
|
/s/ Ronald M. Clark |
By:
|
/s/ Ronald M. Clark |
|||
|
Name
|
Ronald M. Clark |
Name
|
Ronald M. Clark |
|||
|
Title
|
Chief Operating Officer |
Title
|
Chief Operating Officer |
|||
| SG-DISCO, LLC |
ELIZABETH S. CAMPBELL TRUST A |
|||||
| By: | The Stephens Group, LLC |
|||||
| Its Manager |
||||||
| |
||||||
|
By:
|
/s/ Ronald M. Clark |
By:
|
/s/ Ronald M. Clark |
|||
|
Name
|
Ronald M. Clark |
Name
|
Ronald M. Clark |
|||
|
Title
|
Chief Operating Officer |
Title
|
Trustee |
|||
| SNOW LAKE HOLDINGS, INC. |
ARDEN JEWELL STEPHENS 2012 TRUST |
|||||
| |
||||||
|
By:
|
/s/ Robert L. Schulte |
By:
|
/s/ Robert L. Schulte |
|||
|
Name
|
Robert L. Schulte |
Name
|
Robert L. Schulte
|
|||
|
Title
|
Director |
Title
|
Trustee |
|||
| ARDEN JEWELL STEPHENS TRUST DTD 10/20/99 |
W.R. STEPHENS III 2012 TRUST |
|||||
| |
||||||
|
By:
|
/s/ Robert L. Schulte |
By:
|
/s/ Robert L. Schulte |
|||
|
Name
|
Robert L. Schulte |
Name
|
Robert L. Schulte
|
|||
|
Title
|
Trustee |
Title
|
Trustee |
|||
| W.R. STEPHENS III TRUST DTD 7/2/01 |
CRAIG DOBBS CAMPBELL, JR. 2012 TRUST |
|||||
| |
||||||
|
By:
|
/s/ Robert L. Schulte |
By:
|
/s/ Robert L. Schulte |
|||
|
Name
|
Robert L. Schulte |
Name
|
Robert L. Schulte
|
|||
|
Title
|
Trustee |
Title
|
Trustee |
|||
| ELIZABETH CHISUM-CAMPBELL 2012 TRUST |
SUSAN STEPHENS CAMPBELL 2012 TRUST |
|||||
| |
||||||
|
By:
|
/s/ Robert L. Schulte |
By:
|
/s/ Robert L. Schulte |
|||
|
Name
|
Robert L. Schulte |
Name
|
Robert L. Schulte
|
|||
|
Title
|
Trustee |
Title
|
Trustee |
|||
| |
|
|||||
| /s/ W.R. Stephens, Jr. |
/s/ Elizabeth Stephens Campbell |
|||||
| W.R. STEPHENS, JR. | ELIZABETH STEPHENS CAMPBELL |
|||||
| |
|
|||||
| /s/ Carol M. Stephens |
|
|||||
| CAROL M. STEPHENS |
||||||