Direct Digital Holdings Files SC 13D/A Amendment

TL;DR

DDH filed a 13D/A amendment, watch for ownership changes.

AI Summary

On November 22, 2024, Direct Digital Holdings, Inc. filed an amendment (Amendment No. 1) to its Schedule 13D. The filing indicates a change in beneficial ownership of the company's Class A Common Stock. Mark Walker, CEO of Direct Digital Holdings, Inc., is listed as the authorized person to receive notices regarding this filing.

Why It Matters

This filing signals a potential shift in control or significant stake changes for Direct Digital Holdings, Inc., which could impact its stock price and strategic direction.

Risk Assessment

Risk Level: medium — Schedule 13D filings, especially amendments, often indicate significant changes in beneficial ownership which can lead to increased stock volatility.

Key Players & Entities

• Direct Digital Holdings, Inc. (company) — Subject Company
• Mark Walker (person) — CEO and authorized person for notices
• Class A Common Stock (security) — Title of Class of Securities

FAQ

Key Financial Figures

• $0.001 — suer) Class A Common Stock, par value $0.001 per share (Title of Class of Securiti
• $1.50 — s A Common Stock at prices ranging from $1.50 to $1.82 per share. On June 10, 2024,
• $1.82 — n Stock at prices ranging from $1.50 to $1.82 per share. On June 10, 2024, Mr. Walk
• $1.80 — s A Common Stock at prices ranging from $1.80 to $1.81 per share. On June 10, 2024,
• $1.81 — n Stock at prices ranging from $1.80 to $1.81 per share. On June 10, 2024, Mr. Smit
• $1.80 M — ith Smith Open Market Sale 11152024 313 $1.80 Mark Walker Open Market Sale 11152024 7,2
• $1.82 M — Walker Open Market Sale 11152024 7,240 $1.82 Mark Walker Open Market Sale 11182024 3,4
• $1.55 M — Walker Open Market Sale 11182024 3,401 $1.55 Mark Walker Open Market Sale 11192024 5,0

Filing Documents

• drct-sc13daxnov2024.htm (SC 13D/A) — 131KB
• 0001628280-24-048976.txt ( ) — 133KB

Security and Issuer

Item 1. Security and Issuer. This Schedule 13D relates to the Class A Common Stock, par value $0.001 per share, of the Issuer. The Issuer's principal executive office is located at 1177 West Loop South, Suite 1310, Houston, Texas 77027.

Identity and Background

Item 2. Identity and Background. (a) This Amendment No. 1 is being filed jointly by the Reporting Persons. (b) The address of the principal business and principal office of Direct Digital Management is 1177 West Loop South, Suite 1310, Houston, Texas 77027. The address of the principal business and the principal office of AJN is 10219 Piping Rock, Houston, Texas 77042. The address of the principal business and the principal office of SKW is 1705 Monarch Oaks Street, Houston, Texas 77055. The address of the principal business office of Mr. Walker is co Direct Digital Holdings, Inc., 1177 West Loop South, Suite 1310, Houston, Texas 77027. The address of the principal business office of Mr. Smith is co Direct Digital Holdings, Inc., 1177 West Loop South, Suite 1310, Houston, Texas 77027. (c) Direct Digital Management is a holding company in which Mr. Walker, the Issuer's Chairman and Chief Executive Officer, and Mr. Smith, the Issuer's President, each indirectly hold a 50% economic and voting interest. AJN and SKW each own 50% of the equity interests in Direct Digital Management. The principal business of each of Direct Digital Management, AJN and SKW, respectively, is to hold securities. The principal occupation of Mr. Walker is that of Chairman and Chief Executive Officer of the Issuer. The principal occupation of Mr. Smith is that of President of the Issuer. (d)-(e) During the last five years, none of the Reporting Persons (i) have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) have been party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in such Reporting Person being subject to a judgment, decree or final order enjoining future violations of, or prohibit or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Direct Digital Management is organized under the laws of Delaware. AJN is o

Source or Amount of Funds or Other Consideration

Item 3. Source or Amount of Funds or Other Consideration. The Reporting Persons are filing this Amendment No. 1 as a result of the following transactions that have occurred since the filing of the last Schedule 13D, as well the increase in the number of outstanding shares of Class A Common Stock. Mr. Walker On November 15, 18 and 19, 2024, Mr. Walker sold in open market transactions 7,240, 3,401 and 5,000 shares, respectively, of Class A Common Stock at prices ranging from $1.50 to $1.82 per share. On June 10, 2024, Mr. Walker acquired 20,300 shares of Class A Common Stock upon the vesting of restricted stock unit awards and 7,989 of such shares were withheld to satisfy tax liabilities associated with such vesting. On March 20, 2024, Mr. Walker acquired 49,970 shares of Class A Common Stock upon the vesting of restricted stock unit awards and 16,993 of such shares were withheld to satisfy tax liabilities associated with such vesting. On March 11, 2024, Mr. Walker was granted 22,505 shares of Class A Common Stock by the Issuer in lieu of annual incentive cash awards earned by Mr. Walker for the fiscal year ended December 31, 2023 under the Issuer's 2022 Omnibus Incentive Plan, of which 5,803 of such shares were withheld to satisfy tax liabilities associated with such grant. Mr. Smith On November 15, 2024, Mr. Smith sold in open transactions 313 shares of Class A Common Stock at prices ranging from $1.80 to $1.81 per share. On June 10, 2024, Mr. Smith acquired 20,300 shares of Class A Common Stock upon the vesting of restricted stock unit awards and 7,989 of such shares were withheld to satisfy tax liabilities associated with such vesting. On March 20, 2024, Mr. Smith acquired 49,970 shares of Class A Common Stock upon the vesting of restricted stock unit awards and 16,993 of such shares were withheld to satisfy tax liabilities associated with such vesting. On March 11, 2024, Mr. Smith was granted 22,505 shares of Class A Common Stock by the Issu

Purpose of Transaction

Item 4. Purpose of Transaction.

of this Amendment No. 1 is incorporated herein by reference

Item 3 of this Amendment No. 1 is incorporated herein by reference. DDM Direct Digital Management acquired the securities described in this Amendment No. 1 for investment purposes as the result of the organizational transactions effected in connection with the Issuer's initial public offering and certain exchanges of the Direct Digital Holdings Class A Common Units as described above. SKW SKW acquired the securities described in this Amendment No. 1 for investment purposes as the result of the exchanges of the Direct Digital Holdings Class A Common Units as described above. AJN AJN acquired the securities described in this Amendment No. 1 for investment purposes as the result of the exchanges of the Direct Digital Holdings Class A Common Units as described above. Mr. Smith Mr. Smith acquired and disposed of the securities described in this Amendment No. 1 for investment purposes and as compensation for his service as President. Mr. Walker Mr. Walker acquired and disposed of the securities described in this Amendment No. 1 for investment purposes and as compensation for his service as Chairman and Chief Executive Officer. (a) The Reporting Persons may acquire additional securities of the Issuer or retain or sell all or a portion of the securities then held, in the open market, block trades or in privately negotiated transactions. Mr. Smith and Mr. Walker, in their capacities as President and Chairman and Chief Executive Officer, respectively, may be entitled to equity compensation, including restricted stock options or other equity awards, pursuant to the Omnibus Incentive Plan. (b)-(j) The Reporting Persons may, directly or through one or more affiliates, from time to time or at any time, (i) engage in discussions with or market proposals to the Board of Directors of the Issuer (the "Board"), other stockholders of the Issuer, andor third parties, or (ii) encourage, cause or seek to cause the Issuer or any of such persons to consider or explor

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer. The ownership percentages reported in this Amendment No. 1 are calculated based on (i) 3,799,901 shares of Class A Common Stock outstanding as of November 12, 2024, as disclosed in the Issuer's Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on November 13, 2024, plus (ii) 10,868,000 Class A Common Units of Direct Digital Holdings (and the shares of the Issuer Class B Common Stock relating there to). The percentage ownership reported in this Amendment No. 1 reflect an increase in the number of outstanding shares of the Issuer, and certain acquisitions and dispositions of shares of Class A Common Stock by the Reporting Persons. (a) Rows (11) and (13) of the cover pages to this Amendment No. 1 are incorporated herein by reference. (b) Rows (7) through (10) of the cover pages to this Amendment No. 1 are incorporated herein by reference. (c) The following table lists the Reporting Persons' transactions in the Issuer's securities that were effected during the sixty day period prior to the filing of this Amendment No. 1. Reporting Person Transaction Date No. of Shares Price Keith Smith Open Market Sale 11152024 313 $1.80 Mark Walker Open Market Sale 11152024 7,240 $1.82 Mark Walker Open Market Sale 11182024 3,401 $1.55 Mark Walker Open Market Sale 11192024 5,000 $1.50 (d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of the dividends from, or proceeds from the sale of, the shares of Class A Common Stock held by the Reporting Persons. (e) Not applicable.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Items 3 and 4 of this Amendment No. 1 are incorporated herein by reference. Except as otherwise described in this Amendment No. 1, there are no contract, arrangements, understandings or similar relationships with respect to the securities of the Issuer between any of the Reporting Persons and any other person or entity.

Material to Be Filed as Exhibits

Item 7. Material to Be Filed as Exhibits. None. 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 November 22, 2024 Direct Digital Management, LLC s Mark Walker Name Mark Walker Title Managing Partner s Keith Smith Name Keith Smith Title Managing Partner AJN Energy Transport Ventures, LLC s Mark Walker Name Mark Walker Title Owner SKW Financial LLC s Keith Smith Name Keith Smith Title Owner s Mark Walker Mark Walker s Keith Smith Keith Smith

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View this SC 13D/A filing on SEC EDGAR