|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
|
Koppers Holdings Inc. (Name of Issuer) |
Common Stock (Title of Class of Securities) |
(CUSIP Number) |
JEFFREY JACOBOWITZ SIMCOE CAPITAL MANAGEMENT, LLC, 540 Madison Avenue, 27th Floor New York, NY, 10022 212-448-7400 STEVE WOLOSKY & IAN ENGORON OLSHAN FROME WOLOSKY LLP, 1325 Avenue of the Americas New York, NY, 10019 212-451-2300 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
10/20/2026 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Simcoe Capital Management, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,063,279.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
SIMCOE PARTNERS L P | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
873,494.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Simcoe Select, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
154,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
SIMCOE MANAGEMENT COMPANY, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,027,494.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
SDR Partners, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
35,785.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Jacobowitz Jeffrey | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,063,279.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock |
| (b) | Name of Issuer:
Koppers Holdings Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
436 SEVENTH AVENUE, PITTSBURGH,
PENNSYLVANIA
, 15219. |
| Item 3. | Source and Amount of Funds or Other Consideration |
Item 3 is hereby amended and restated to read as follows:
The shares of the Issuer's Common Stock (the "Shares") purchased by each of Simcoe Partners, Simcoe Select and SDR 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. The aggregate purchase price of the 873,494 Shares directly owned by Simcoe Partners is approximately $24,977,523, including brokerage commissions. The aggregate purchase price of the 154,000 Shares directly owned by Simcoe Select is approximately $6,544,634, including brokerage commissions. The aggregate purchase price of the 35,785 Shares directly owned by SDR Partners is approximately $1,213,593, including brokerage commissions. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Item 5(a) is hereby amended and restated to read as follows:
The aggregate percentage of Shares reported owned by each person named herein is based on 18,911,568 Shares outstanding, as of July 31, 2026, which is the total number of Shares outstanding as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 6, 2026.
A. Simcoe Partners
As of the date hereof, Simcoe Partners directly owned 873,494 Shares. Percentage: approximately 4.6%
B. Simcoe Select
As of the date hereof, Simcoe Select directly owned 154,000 Shares. Percentage: less than 1%
C. Simcoe Management
Simcoe Management, as the general partner of Simcoe Partners and Simcoe Select, may be deemed the beneficial owner of the (i) 873,494 Shares owned by Simcoe Partners and (ii) 154,000 Shares owned by Simcoe Select. Percentage: approximately 5.4%
D. SDR Partners
As of the date hereof, SDR Partners directly owned 35,785 Shares. Percentage: less than 1%
E. Simcoe Capital
Simcoe Capital, as the investment manager to each of Simcoe Partners, Simcoe Select and SDR Partners, may be deemed the beneficial owner of the (i) 873,494 Shares owned by Simcoe Partners, (ii) 154,000 Shares owned by Simcoe Select and (iii) 35,785 Shares owned by SDR Partners. Percentage: approximately 5.6%
F. Mr. Jacobowitz
Mr. Jacobowitz, as Managing Member of each of Simcoe Management and Simcoe Capital, may be deemed the beneficial owner of the (i) 873,494 Shares owned by Simcoe Partners, (ii) 154,000 Shares owned by Simcoe Select and (iii) 35,785 Shares owned by SDR Partners. Percentage: approximately 5.6% |
| (b) | Item 5(b) is hereby amended and restated to read as follows:
A. Simcoe Partners
1. Sole power to vote or direct vote: 873,494
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 873,494
4. Shared power to dispose or direct the disposition: 0
B. Simcoe Select
1. Sole power to vote or direct vote: 154,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 154,000
4. Shared power to dispose or direct the disposition: 0
C. Simcoe Management
1. Sole power to vote or direct vote: 1,027,494
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,027,494
4. Shared power to dispose or direct the disposition: 0
D. SDR Partners
1. Sole power to vote or direct vote: 35,785
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 35,785
4. Shared power to dispose or direct the disposition: 0
E. Simcoe Capital
1. Sole power to vote or direct vote: 1,063,279
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,063,279
4. Shared power to dispose or direct the disposition: 0
F. Mr. Jacobowitz
1. Sole power to vote or direct vote: 1,063,279
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,063,279
4. Shared power to dispose or direct the disposition: 0
Each Reporting Person, as a member of a "group" with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein. |
| (c) | Item 5(c) is hereby amended and restated to read as follows:
The transactions in the Shares by the Reporting Persons during the past 60 days are set forth in Exhibit 1 and incorporated herein by reference. |
| Item 7. | Material to be Filed as Exhibits. |
Item 7 is hereby amended to add the following exhibit:
1 - Transactions in Securities |
| 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.
|
|
|
|
|
|
|
|
|
|
|
|
|