sc13da209076015_03202017.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)

(Amendment No. 2)1

Stratus Properties Inc.
(Name of Issuer)

Common Stock, $0.01 par value per share
(Title of Class of Securities)

863167201
(CUSIP Number)
 
GREG LEMPEL
1177 West Loop South, Suite 1625
Houston, Texas 77027
713-482-2196

STEVE WOLOSKY, ESQ.
OLSHAN FROME WOLOSKY LLP
1325 Avenue of the Americas
New York, New York 10019
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

March 20, 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 §§ 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 § 240.13d-7 for other parties to whom copies are to be sent.


_______________
1              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.

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).
 
 
 
 
CUSIP NO. 863167201
 
1
NAME OF REPORTING PERSON
 
BLR Partners LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) x
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
TEXAS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
264,292
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
264,292
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
264,292
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.3%
14
TYPE OF REPORTING PERSON
 
PN

 
2
 
CUSIP NO. 863167201
 
1
NAME OF REPORTING PERSON
 
BLRPart, LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) x
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
TEXAS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
264,292
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
264,292
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
264,292
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.3%
14
TYPE OF REPORTING PERSON
 
PN

 
3
 
CUSIP NO. 863167201
 
1
NAME OF REPORTING PERSON
 
BLRGP Inc.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) x
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
TEXAS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
264,292
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
264,292
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
264,292
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.3%
14
TYPE OF REPORTING PERSON
 
CO

 
4
 
CUSIP NO. 863167201
 
1
NAME OF REPORTING PERSON
 
Fondren Management, LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) x
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
TEXAS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
264,292
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
264,292
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
264,292
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.3%
14
TYPE OF REPORTING PERSON
 
PN

 
5
 
CUSIP NO. 863167201
 
1
NAME OF REPORTING PERSON
 
FMLP Inc.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) x
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
TEXAS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
264,292
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
264,292
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
264,292
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.3%
14
TYPE OF REPORTING PERSON
 
CO

 
6
 
CUSIP NO. 863167201
 
1
NAME OF REPORTING PERSON
 
Bradley L. Radoff
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) x
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF, PF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
305,896
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
305,896
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
305,896*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.8%
14
TYPE OF REPORTING PERSON
 
IN
 
* Includes 41,604 Shares owned directly.
 
7
 
CUSIP NO. 863167201
 
1
NAME OF REPORTING PERSON
 
Perry J. Radoff, P.C. Profit Sharing Plan
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) x
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
TEXAS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
200,000
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
200,000
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
200,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.5%
14
TYPE OF REPORTING PERSON
 
EP

 
8
 
CUSIP NO. 863167201
 
1
NAME OF REPORTING PERSON
 
Perry J. Radoff
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) x
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
200,000
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
200,000
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
200,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.5%
14
TYPE OF REPORTING PERSON
 
IN

 
9
 
CUSIP NO. 863167201
 
1
NAME OF REPORTING PERSON
 
Middle Stump, Inc.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) x
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
TEXAS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
49,275
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
49,275
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
49,275
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
CO

 
10
 
CUSIP NO. 863167201
 
1
NAME OF REPORTING PERSON
 
Jonathan Kagan
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) x
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF, PF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
59,156
8
SHARED VOTING POWER
 
1,743
9
SOLE DISPOSITIVE POWER
 
59,156
10
SHARED DISPOSITIVE POWER
 
1,743
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
60,899*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
IN
 
* Includes 9,881 Shares owned directly and 1,743 Shares owned directly by Mr. Kagan’s children, which Mr. Kagan may be deemed to beneficially own.
 
11
 
CUSIP NO. 863167201
 
1
NAME OF REPORTING PERSON
 
Joshua E. Schechter
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) x
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
PF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
5,000
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
5,000
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
IN

 
12
 
CUSIP NO. 863167201
 
The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned (“Amendment No. 2”).  This Amendment No. 2 amends the Schedule 13D as specifically set forth herein.
 
Item 2.
Identity and Background.
 
Item 2 is hereby amended to add the following:
 
In connection with the Termination of Joint Filing Agreement attached as Exhibit 99.1 hereto and incorporated herein by reference, each of the undersigned to that certain Joint Filing Agreement, dated September 9, 2016, are no longer members of the Section 13(d) group and shall cease to be Reporting Persons immediately after the filing of this Amendment No. 2.
 
Item 3.
Source and Amount of Funds or Other Consideration.
 
Item 3 is hereby amended and restated to read as follows:
 
The Shares purchased by BLR Partners were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted. The aggregate purchase price of the 264,292 Shares owned directly by BLR Partners is approximately $5,207,080, including brokerage commissions.
 
The Shares directly owned by Mr. B. Radoff were purchased with personal funds (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted.  The aggregate purchase price of the 41,604 Shares directly owned by Mr. B. Radoff is approximately $918,945, including brokerage commissions.
 
The Shares purchased by PJR Plan were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted. The aggregate purchase price of the 200,000 Shares owned directly by PJR Plan is approximately $3,478,000, including brokerage commissions.
 
The Shares purchased by Middle Stump were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted. The aggregate purchase price of the 49,275 Shares owned directly by Middle Stump is approximately $779,335, including brokerage commissions.
 
The Shares purchased by Mr. Kagan were purchased with personal funds (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted.  The aggregate purchase price of the 11,624 Shares beneficially owned by Mr. Kagan, including the 1,743 Shares directly owned by his children, is approximately $194,144, including brokerage commissions.
 
The Shares purchased by Mr. Schechter were purchased with personal funds (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted.  The aggregate purchase price of the 5,000 Shares owned directly by Mr. Schechter is approximately $71,344, including brokerage commissions.
 
 
13
 
CUSIP NO. 863167201
 
Item 5.
Interest in Securities of the Issuer.
 
Item 5 is hereby amended and restated to read as follows:
 
The aggregate percentage of Shares reported owned by each person named herein is based upon 8,098,140 Shares outstanding as of February 28, 2017, which is the total number of Shares outstanding as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 16, 2017.
 
A.
BLR Partners
 
 
(a)
As of the close of business on March 20, 2017, BLR Partners beneficially owned  264,292 Shares.
 
Percentage: Approximately 3.3%
 
 
(b)
1. Sole power to vote or direct vote:  264,292
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition:  264,292
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
BLR Partners has not entered into any transactions in the Shares during the past 60 days.
 
B.
BLRPart GP
 
 
(a)
BLRPart GP, as the general partner of BLR Partners, may be deemed the beneficial owner of the  264,292 Shares owned by BLR Partners.
 
Percentage: Approximately 3.3%
 
 
(b)
1. Sole power to vote or direct vote:  264,292
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition:  264,292
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
BLRPart GP has not entered into any transactions in the Shares during the past 60 days.
 
C.
BLRGP
 
 
(a)
BLRGP, as the general partner of BLRPart GP, may be deemed the beneficial owner of the  264,292 Shares owned by BLR Partners.
 
Percentage: Approximately 3.3%
 
 
(b)
1. Sole power to vote or direct vote:  264,292
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition:  264,292
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
BLRGP has not entered into any transactions in the Shares during the past 60 days.
 
 
14
 
CUSIP NO. 863167201
 
D.
Fondren Management
 
 
(a)
Fondren Management, as the investment manager of BLR Partners, may be deemed the beneficial owner of the  264,292 Shares owned by BLR Partners.
 
Percentage: Approximately 3.3%
 
 
(b)
1. Sole power to vote or direct vote:  264,292
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition:  264,292
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
Fondren Management has not entered into any transactions in the Shares during the past 60 days.
 
E.
FMLP
 
 
(a)
FMLP, as the general partner of Fondren Management, may be deemed the beneficial owner of the  264,292 Shares owned by BLR Partners.
 
Percentage: Approximately 3.3%
 
 
(b)
1. Sole power to vote or direct vote:  264,292
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition:  264,292
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
FMLP has not entered into any transactions in the Shares during the past 60 days.
 
F.
Mr. B. Radoff
 
 
(a)
As of the close of business on March 20, 2017, Mr. B. Radoff directly owned 41,604 Shares. Mr. B. Radoff, as the sole shareholder and sole director of each of BLRGP and FMLP, may be deemed the beneficial owner of the  264,292 Shares owned by BLR Partners.
 
Percentage: Approximately 3.8%
 
 
(b)
1. Sole power to vote or direct vote: 305,896
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 305,896
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
Mr. B. Radoff has not entered into any transactions in the Shares during the past 60 days.
 
G.
PJR Plan
 
 
(a)
As of the close of business on March 20, 2017, PJR Plan beneficially owned 200,000 Shares.
 
Percentage: Approximately 2.5%
 
 
(b)
1. Sole power to vote or direct vote: 200,000
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 200,000
 
4. Shared power to dispose or direct the disposition: 0
 
 
15
 
CUSIP NO. 863167201
 
 
(c)
PJR Plan has not entered into any transactions in the Shares during the past 60 days.
 
H.
Mr. P. Radoff
 
 
(a)
Mr. P. Radoff, as the trustee of PJR Plan, may be deemed the beneficial owner of the 200,000 Shares owned by PJR Plan.
 
Percentage: Approximately 2.5%
 
 
(b)
1. Sole power to vote or direct vote: 200,000
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 200,000
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
Mr. P. Radoff has not entered into any transactions in the Shares during the past 60 days.
 
I.
Middle Stump
 
 
(a)
As of the close of business on March 20, 2017, Middle Stump beneficially owned 49,275 Shares.
 
Percentage: Less than 1%
 
 
(b)
1. Sole power to vote or direct vote: 49,275
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 49,275
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
Middle Stump has not entered into any transactions in the Shares during the past 60 days.
 
J.
Mr. Kagan
 
 
(a)
As of the close of business on March 20, 2017, Mr. Kagan directly owned 9,881 Shares and may be deemed to beneficially own an additional 1,743 Shares directly owned by his children. Mr. Kagan, as the president, sole shareholder and sole director of Middle Stump, may be deemed the beneficial owner of the 49,275 Shares owned by Middle Stump.
 
Percentage: Less than 1%
 
 
(b)
1. Sole power to vote or direct vote: 59,156
 
2. Shared power to vote or direct vote: 1,743
 
3. Sole power to dispose or direct the disposition: 59,156
 
4. Shared power to dispose or direct the disposition: 1,743

 
(c)
The transactions in the Shares by Mr. Kagan during the past 60 days are set forth on Schedule A and are incorporated herein by reference.
 
K.
Mr. Schechter
 
 
(a)
As of the close of business on March 20, 2017, Mr. Schechter directly owned 5,000 Shares.
 
Percentage: Less than 1%
 
 
16
 
CUSIP NO. 863167201
 
 
(b)
1. Sole power to vote or direct vote: 5,000
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 5,000
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
Mr. Schechter has not entered into any transactions in the Shares during the past 60 days.
 
 
(d)
No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
 
 
(e)
As of March 20, 2017, the Reporting Persons ceased to collectively be the beneficial owners of more than 5% of the Shares of the Issuer following the termination of the Joint Filing Agreement.
 
Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
 
Item 6 is hereby amended to add the following:
 
On March 20, 2017, the Reporting Persons terminated the Joint Filing Agreement.  A copy of such termination agreement is attached hereto as Exhibit 99.1.
 
Item 7.
Material to be Filed as Exhibits.
 
Item 7 is hereby amended to add the following exhibit:
 
 
99.1
Termination of Joint Filing Agreement, dated March 20, 2017.
 
 
17
 
CUSIP NO. 863167201
 
SIGNATURES
 
After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Dated: March 21, 2017
 
 
BLR Partners LP
   
 
By:
BLRPart, LP
General Partner
     
 
By:
BLRGP Inc.
General Partner
   
 
By:
/s/ Bradley L. Radoff
   
Name:
Bradley L. Radoff
   
Title:
Sole Director

 
 
BLRPart, LP
   
 
By:
BLRGP Inc.
General Partner
   
 
By:
/s/ Bradley L. Radoff
   
Name:
Bradley L. Radoff
   
Title:
Sole Director


 
BLRGP Inc.
     
   
 
By:
/s/ Bradley L. Radoff
   
Name:
Bradley L. Radoff
   
Title:
Sole Director


 
Fondren Management, LP
   
 
By:
FMLP Inc.
General Partner
   
 
By:
/s/ Bradley L. Radoff
   
Name:
Bradley L. Radoff
   
Title:
Sole Director


 
/s/ Bradley L. Radoff
 
Bradley L. Radoff

 
18
 
CUSIP NO. 863167201
 
 
Perry J. Radoff, P.C. Profit Sharing Plan
     
   
 
By:
/s/ Perry J. Radoff
   
Name:
Perry J. Radoff
   
Title:
Trustee


 
/s/ Perry J. Radoff
 
Perry J. Radoff
 
 
 
Middle Stump, Inc.
     
   
 
By:
/s/ Jonathan Kagan
   
Name:
Jonathan Kagan
   
Title:
President and Sole Director


 
/s/ Jonathan Kagan
 
Jonathan Kagan


 
/s/ Joshua E. Schechter
 
Joshua E. Schechter
 
 
19
 
CUSIP NO. 863167201
 
SCHEDULE A

Transactions in the Shares During the Past 60 Days

Shares of Common
Stock Purchased/(Sold)
Price Per
Share($)
Date of
Purchase/Sale

JONATHAN KAGAN
 
(1,000)*
32.2913
01/31/2017