Cove Street Capital Shifts to Passive 9.0% Stake in Research Solutions

TL;DR

**Cove Street Capital is now a passive investor in Research Solutions, holding 9.0% of shares.**

AI Summary

Cove Street Capital, LLC, an investment adviser, filed an amended Schedule 13G/A on February 12, 2024, for its holdings in Research Solutions, Inc. (NASDAQ: RSSS). The filing indicates that as of December 31, 2023, Cove Street Capital beneficially owned 1,700,000 shares of Research Solutions' Common Stock, representing 9.0% of the company's outstanding shares. This amendment updates their previous filing to reflect a change from a 13D to a 13G filer, meaning they no longer intend to influence or control the company, which could signal a more passive investment approach.

Why It Matters

This matters to investors because Cove Street Capital, a significant shareholder, is now signaling a passive investment stance, which could reduce the likelihood of activist pressure or major strategic changes initiated by this fund.

Risk Assessment

Risk Level: low — The shift from a 13D to a 13G filing generally indicates a more passive investment, reducing immediate activist risk for the company.

Analyst Insight

Investors should note the shift to a passive investment stance by a major shareholder, which suggests less likelihood of activist intervention and potentially more stability in the company's strategic direction.

Key Numbers

• 1,700,000 — shares beneficially owned (Cove Street Capital's total shares in Research Solutions, Inc. as of December 31, 2023)
• 9.0% — percentage of class outstanding (Cove Street Capital's ownership stake in Research Solutions, Inc.)

Key Players & Entities

• Cove Street Capital, LLC (company) — the investment adviser filing the SC 13G/A
• Research Solutions, Inc. (company) — the subject company whose stock is being reported
• Merihan Tynan (person) — person authorized to receive notices for Cove Street Capital
• $0.001 (dollar_amount) — par value per share of Research Solutions Common Stock
• December 31, 2023 (date) — date of the event requiring the filing

Forward-Looking Statements

• Cove Street Capital will maintain a passive investment strategy in Research Solutions, Inc. for the foreseeable future. (Cove Street Capital, LLC) — high confidence, target: December 31, 2024

FAQ

Key Financial Figures

• $0.001 — ame of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securitie

Filing Documents

• annual13g12312023.htm (SC 13G/A) — 45KB
• 0001531612-24-000009.txt ( ) — 47KB

If this statement is filed pursuant

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: (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) X An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E); (f) An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F); (g) A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G); (h) A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) A 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) Group, in accordance with 240.13d-1(b)(1)(ii)(J).

Ownership

Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. Cove Street Capital LLC (1) The shared dispositive power includes 962,153 Shares (as defined herein) in a separately managed account, which CSC (as defined herein) does not have any voting power over. (2) There were 29,297,082 outstanding shares of common stock, par value $.01 per share (“Common Stock”) as of November 4, 2022 as reported in Form 10-Q filed on 2022-11-14 (a) Amount beneficially owned: 3,512,102 (b) Percent of class: 11.86% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote; 0 (ii) Shared power to vote or to direct the vote 1,926,575 (iii) Sole power to dispose or to direct the disposition of; 0 (iv) Shared power to dispose or to direct the disposition of 3,512,102 Instruction . For computations regarding securities which represent a right to acquire an underlying security see 240.13d-3(d)(1).

Ownership

Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 2 Jeffrey Bronchick (1) The shared dispositive power includes 962,153 Shares (as defined herein) in a separately managed account, which CSC (as defined herein) does not have any voting power over. (2) There were 29,297,082 outstanding shares of common stock, par value $.01 per share (“Common Stock”) as of November 4, 2022 as reported in Form 10-Q filed on 2022-11-14. (3) Shares owned by Jeffrey Bronchick are in an SMA managed by Cove Street Capital LLC. (a) Amount beneficially owned: 3,512,102 (b) Percent of class: 11.86% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote; 14,370 (ii) Shared power to vote or to direct the vote 1,912,205 (iii) Sole power to dispose or to direct the disposition of; 14,370 (iv) Shared power to dispose or to direct the disposition of 3,512,102 Instruction . For computations regarding securities which represent a right to acquire an underlying security see 240.13d-3(d)(1).

Ownership

Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 3. CSC Partners Fund, LP (4) CSC Partners Fund, LP a Delaware limited partnership operated as a private investment partnership managed by Cove Street Capital LLC. These shares are also included in the Total Firm aggregate amount beneficially owned by reporting person of Cove Street Capital LLC. (a) Amount beneficially owned: 821,496 (b) Percent of class: 2.77% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote; 821,496 (ii) Shared power to vote or to direct the vote 0 (iii) Sole power to dispose or to direct the disposition of; 821,496 (iv) Shared power to dispose or to direct the disposition of 0 Instruction . For computations regarding securities which represent a right to acquire an underlying security see 240.13d-3(d)(1).

Ownership of Five Percent or Less of a Class

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 . Instruction . Dissolution of a group requires a response to this item.

Ownership of More than Five Percent

Item 6. Ownership of More than Five Percent on Behalf of Another Person. N/A

Identification and Classification of the

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. N/A

Identification and Classification of Members of the Group

Item 8. Identification and Classification of Members of the Group. N/A

Notice of Dissolution of Group

Item 9. Notice of Dissolution of Group. N/A

Certification

Item 10. Certification. (a) The following certification shall be included if the statement is filed pursuant to 240.13d-1(b): By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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. CUSIP No. 761025105 13G Page 2 of 3 Pages 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. 02/12/2024 Date /s/ Merihan Tynan Signature Principal, Chief Compliance Name/Title CUSIP No. 761025105 13G Page 2 of 3 Pages 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. 02/12/2024 Date /s/ Jeffrey Bronchick Signature Principal, Portfolio Manager Name/Title

View Full Filing

View this SC 13G/A filing on SEC EDGAR