Dinger Group Amends Perma-Pipe Holdings Stake

TL;DR

Dinger group + Strategic Value Partners filed 13D/A for Perma-Pipe. Ownership change incoming.

AI Summary

On August 20, 2024, Carl W. Dinger III, along with Ashley E. Dinger, Caleigh N. Dinger, and Shelby C. Dinger, filed an amendment (Amendment No. 4) to their Schedule 13D regarding Perma-Pipe International Holdings, Inc. The filing indicates a change in beneficial ownership of the company's common stock, with Strategic Value Partners listed as a filer.

Why It Matters

This filing signals a potential shift in control or influence over Perma-Pipe International Holdings, Inc. by the Dinger group and Strategic Value Partners, which could impact the company's strategic direction and stock performance.

Risk Assessment

Risk Level: medium — Schedule 13D filings often precede significant corporate actions or changes in control, introducing uncertainty for investors.

Key Players & Entities

• Perma-Pipe International Holdings, Inc. (company) — Subject company
• Carl W. Dinger III (person) — Filer and beneficial owner
• Ashley E. Dinger (person) — Group member
• Caleigh N. Dinger (person) — Group member
• Shelby C. Dinger (person) — Group member
• Strategic Value Partners (company) — Filer and associated entity

FAQ

Key Financial Figures

• $0.01 — statement relates to the Common Stock, $0.01 par value per share ("the shares"), of
• $9.70 — Carousel World LP: 7/03/24 Sale 600 at $9.70 7/24?24 Sale 500 at $8.30 d.) No pers
• $8.30 — Sale 600 at $9.70 7/24?24 Sale 500 at $8.30 d.) No person other than the Reporting
• $8 — y the facts. The Company went public at $8 in 1989 and is still at roughly $8 prov

Filing Documents

• dinc20240819_sc13da.htm (SC 13D/A) — 39KB
• 0001437749-24-027300.txt ( ) — 41KB

SECURITY AND ISSUER

ITEM 1. SECURITY AND ISSUER This statement relates to the Common Stock, $0.01 par value per share ("the shares"), of Perma-Pipe International Holdings Inc., (the "Issuer"). The principal offices of the issuer are at: 24900 Pitkin Road, Suite 309 Spring, TX 77386

IDENTITY AND BACKROUND

ITEM 2. IDENTITY AND BACKROUND a.) This statement has been filed jointly by Carl W. Dinger III, Carl W. Dinger III's children, (Ashley, Caleigh and Shelby), and by Carousel World L.P., a Colorado limited partnership. b.) The principal address of each person or entity in the group is as follows: Carl W. Dinger III, (and children): 732 13 th Street Berthoud, CO 80513 Carousel World L.P. 732 13 th Street Berthoud, CO 80513 c.) Present Principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted; Carl W. Dinger III – General Partner of Carousel World LP, (address same as in (b.) Ashley E. Dinger – Owner of The Dog Ranch Caleigh N. Dinger – Student Shelby C. Dinger – Veterinarian d.) No reporting person in the group has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). e.) None of the reporting persons in this group has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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.) Mr. Carl W. Dinger III, his children, and are all US citizens and Carousel World LP is a Colorado limited partnership.

SOURCE AND AMOUNT OF FUNDS

ITEM 3. SOURCE AND AMOUNT OF FUNDS The source of funds of each of the reporting persons in the group are the personal funds of each individual.

PURPOSE OF THE TRANSACTION

ITEM 4. PURPOSE OF THE TRANSACTION The group owns a 4.80% stake in the issuer. See the addendum below regarding the purpose of the transaction.

INTEREST IN THE SECURITIES OF THE ISSUER

ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER As reported in the Issuer's 10Q for the quarter ending 4/30/2024, the issuer had 8,017,981 common shares outstanding. The reporting persons own an aggregate of 384, 966 common shares representing 4.80% of the Issuer's shares outstanding. Each member of the reporting group owns shares individually as follows: <see above Item 11.> c.) Transactions over the past sixty days are as follows): Carousel World LP: 7/03/24 Sale 600 at $9.70 7/24?24 Sale 500 at $8.30 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 the proceeds from the sale of, such shares of the Common Stock. e.) Not applicable.

CONTRACTS, AGREEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

ITEM 6. CONTRACTS, AGREEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Other than described herein, there are no contracts, arrangements or understandings among the Reporting Persons, (other than the termination of this group (Strategic Value Partners) on August 16, 2024.

MATERIALS TO BE FILED AS EXHIBITS

ITEM 7. MATERIALS TO BE FILED AS EXHIBITS Please see Exhibit 1, Termination of Strategic Value Partners partnership union. Exhibit 2, Letter dated 8/17/24 address to the Perma-Pipe Board of Directors

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. August 19, 2024 ------------------------------ DATE (Carl W. Dinger III, individually, and as general partner of Carousel World LP). <Carl W. Dinger III> ------------------------------------------------------- SIGNATURE (Ashley E. Dinger, individually) <Ashley E. Dinger> ------------------------------------------------------- SIGNATURE (Caleigh N. Dinger, individually) <Caleigh N. Dinger> ------------------------------------------------------- SIGNATURE (Shelby C. Dinger, individually) <Shelby C. Dinger> ------------------------------------------------------- SIGNATURE Addendum as referenced in Item 7: 1. Termination of Strategic Value Partners. On August 16, 2024, Carl Dinger III terminated the partnership agreement of the Strategic Value Partners. Consequently, the filing of this 13D/A has dropped the resultant ownership below the 5% threshold of the Williams Act. As a result, for the time being, the individual ownership will need not be reported under the Act. 2. Pursuant to recent events at the Company in particular the shareholders at large voting against one member of the Board's candidacy, the following letter was sent to the Board of Directors at large by Carl W. Dinger III. The letter is contained herein: August 17, 2024 Attention: Corporate Secretary Perma-Pipe International 24900 Pitkin Road, Suite 309 Spring, Texas 77386] To the Board of Directors at large: I am a holder of approximately 385,000 shares of Perma-Pipe (personally, for my children and for a family limited partnership). I am well aware of the results of the recent vote at the annual meeting and the rejection of the candidacy of Jerome Walker. My understanding is that the will of the shareholders is being thwarted and this is unacceptable. The comment made by Jerome Walker on the annual meeting ca

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View this SC 13D/A filing on SEC EDGAR