Edgar Filing: Daseke, Inc.

Name of Reporting Persons.

  I.R.S. Identification Nos. of above persons (entities only).

  Osterweis Capital Management, Inc.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ☒ (b) ☐

SEC Use Only

Citizenship or Place of Organization

California

SC 13G/A


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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 4)

Daseke Inc.

(Name of Issuer)

Common Stock

(Title of Class Securities)

23753F305

(CUSIP Number)

December 31, 2018

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☒ Rule 13d-1(b)

☐ Rule 13d-1(c)

☐ Rule 13d-1(d)

*	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 the disclosure provided in a prior cover page.

The information required in 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).

SEC 1745 (3-06)

CUSIP No. 23753F305

Percentage ownership is based on 68,793,221 shares of Common Stock, which is comprised of the sum of: (1) 64,445,371 shares of Common Stock issued and outstanding as of September 30, 2018, as reported in the Issuer’s Form 10-Q for the period ended September 30, 2018, and (2) approximately 4,347,850 shares of Common Stock issuable upon conversion of 500,000 shares of Series A Convertible Preferred Stock, convertible at the rate of 8.6957 shares of Common Stock per 1 share of Series A Convertible Preferred Stock.

Page 2 of 8 pages

CUSIP No. 23753F305

*	Comprised of approximately 4,347,850 shares of Common Stock issuable upon conversion of 500,000 shares of Series A Convertible Preferred Stock, convertible at the rate of 8.6957 shares of Common Stock per 1 share of Series A Convertible Preferred Stock.

SEC 1745 (3-06)

Page 3 of 8 pages

CUSIP No. 23753F305

*	Comprised of approximately 4,347,850 shares of Common Stock issuable upon conversion of 500,000 shares of Series A Convertible Preferred Stock, convertible at the rate of 8.6957 shares of Common Stock per 1 share of Series A Convertible Preferred Stock.

SEC 1745 (3-06)

Page 4 of 8 pages

CUSIP No. 23753F305

*	Comprised of approximately 4,347,850 shares of Common Stock issuable upon conversion of 500,000 shares of Series A Convertible Preferred Stock, convertible at the rate of 8.6957 shares of Common Stock per 1 share of Series A Convertible Preferred Stock.

Page 5 of 8 pages

Item 1.

(a)

Name of Issuer

Daseke, Inc.

(b)

Address of Issuer’s Principal Executive Offices

15455 Dallas Parkway, Suite 550

Addison, TX 75001

Item 2.

(a)

Name of Persons Filing

(i) Osterweis Capital Management, Inc.

(ii) Osterweis Capital Management, LLC

(iii) John S. Osterweis

(iv) Carl P. Kaufman

(b)

Address of Principal Business office or, if None, Residence

(i) One Maritime Plaza, Suite 800, San Francisco, CA 94111

(ii) One Maritime Plaza, Suite 800, San Francisco, CA 94111

(iii) One Maritime Plaza, Suite 800, San Francisco, CA 94111

(iv) One Maritime Plaza, Suite 800, San Francisco, CA 94111

(c)

Citizenship

(i) CA Corporation

(ii) CA Limited Liability Company

(iii) U.S. Citizen

(iv) U.S. Citizen

(d)

Title of Class Securities

Common Stock

(e)

CUSIP Number

23753F305

Page 6 of 8 pages

Item 3.

If this statement is filed pursuant to Sections 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 (15 U.S.C. 80a-8).

(e)	☒	An investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E).

(f)	☐	An employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(ii)(F).

(g)	☒	A parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G).

(h)	☐	A savings association 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 Section 240.13d-1(b)(ii)(J).

Item 4.

Ownership

Common Stock:

(a) Amount Beneficially Owned: 4,347,850*

(b) Percent of Class: 6.32%**

(i) sole power to vote or to direct the vote: 4,347,850*

(ii) shared power to vote or to direct the vote:

(iii) sole power to dispose or to direct the disposition of: 4,347,850*

(iv) shared power to dispose of or to direct the disposition of:

*	Comprised of approximately 4,347,850 shares of Common Stock issuable upon conversion of 500,000 shares of Series A Convertible Preferred Stock, convertible at the rate of 8.6957 shares of Common Stock per 1 share of Series A Convertible Preferred Stock.

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 securities, check the following ☐.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person. n/a

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

See Exhibit C

Page 7 of 8 pages

Item 8.

Identification and Classification of Members of the Group.

See Exhibit A

Item 9.

Notice of Dissolution of Group.

n/a

Item 10.

Certification:

(a) The following certification shall be included if the statement is filed pursuant to Section 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.

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.

Date: February 14, 2019


Osterweis Capital Management, Inc.

By:		/s/ Catherine C. Halberstadt
		Catherine C. Halberstadt, Co-President & Co-CEO

Osterweis Capital Management, LLC

By:		/s/ Catherine C. Halberstadt
		Catherine C. Halberstadt, Co-President & Co-CEO

/s/ John S. Osterweis
John S. Osterweis

/s/ Carl P. Kaufman
Carl P. Kaufman

Page 8 of 8 pages