ITEM 1. | SECURITY AND ISSUER: |
This statement on Schedule 13D (this "Schedule 13D") relates to the common stock, par value $0.01 per share ("Common Stock"), of Wright Investors' Service Holdings, Inc., Delaware corporation (the "Issuer"). The address of the Issuer's principal executive office is 118 North Bedford Road, Suite 100, Mount Kisco, NY. |
ITEM 2. | IDENTITY AND BACKGROUND: |
(a) This Schedule 13D is being filed on behalf of each of the following persons (collectively, the "Reporting Persons" and, individually, a "Reporting Person"):
William H. Miller III Living Trust Dated April 17, 2017 (the "Trust); and
William H. Miller III (Mr. Miller). Mr. Miller is the trustee and beneficiary of the Trust.
(b) The principal business address for each Reporting Person is as follows:
For the Trust: One South Street, Suite 2550, Baltimore, MD 21202 For Mr. Miller: One South Street, Suite 2550, Baltimore, MD 21202
(c) The principal occupation or employment: For the Trust: Not Applicable For Mr. Miller: Chief Investment Officer of Miller Value Partners, LLC a registered investment adviser with its principal office at One South Street, Suite 2550, Baltimore, MD 21202.
(d) During the last five years, no Reporting Person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, no Reporting Person has been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceedings was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Citizenship/Place of Organization :
For the Trust: Florida For Mr. Miller: United States
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ITEM 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION: |
The source of the consideration for the purchases reported hereon consisted of personal funds of the Trust. The shares were bought with approximately $589,272 (including brokerage commissions) in the aggregate to purchase 1,370,400 shares on July 8, $630,000 in the aggregate to purchase 1,500,000 on August 30, and $116,587 in the aggregate to purchase 582,938 shares on December 30, 2020 for a total of 3,453,338 shares of Common Stock reported in this Schedule 13D. |
ITEM 4. | PURPOSE OF TRANSACTION: |
The Reporting Persons currently intend to hold the acquired securities for investment purposes. The Reporting Persons have no present plans or proposals which relate to or would result in any transaction, change, or event specified in clauses (a) through (j) of Item 4 of Schedule 13D. |
ITEM 5. | INTEREST IN SECURITIES OF THE ISSUER: |
(a)The Trust beneficially owns 3,453,338 shares of Common Stock, constituting approximately 17.41% of the outstanding Common Stock. Of those shares, Mr. Miller, as Trustee of the Trust, beneficially owns 3,453,338 shares of the Common Stock, or approximately 17.41% of the outstanding Common Stock.
(b) Mr. Miller, as Trustee of the Trust, has the sole power to vote and direct the disposition of the 3,453,338 shares of Common Stock beneficially owned by the Reporting Persons.
(c) 1,370,400 shares were acquired by the Trust on July 8, 2019 for $0.41 per share through OTC market transactions (as noted in the 13D filed on July 17, 2019, accession number 0001085146-19-001910). 1,500,000 shares were acquired by the Trust on August 30, 2019 for $0.42 per share in a privately negotiated transaction. 582,938 shares were acquired by the Trust on December 30, 2020 for $0.20 per share in a privately negotiated transaction.
(d) Not applicable.
(e) Not applicable.
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ITEM 6. | CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER: |
There are no contracts, arrangements, understandings or relationships among the Reporting Persons and any other person, with respect to the securities of the Issuer |
ITEM 7. | MATERIALS TO BE FILES AS EXHIBITS: |
Exhibit A - Joint Filing Agreement Exhibit B - Power of Attorney |