SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 5)
Capital Southwest Corporation
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(Name of Issuer)
Common Stock, $1 par value
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(Title of Class of Securities)
140501107
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(CUSIP Number)
Ned Sherwood
c/o ZS Crossover II
1133 Avenue of the Americas
New York, New York 10036
United States of America
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 3, 2008
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(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.
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The information required on 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 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).
(1) 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 disclosures provided in a prior cover page.
CUSIP No. 140501107
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Ned Sherwood
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [x]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
50,706
8. SHARED VOTING POWER
109,147
9. SOLE DISPOSITIVE POWER
50,706
10. SHARED DISPOSITIVE POWER
109,147
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
159,853
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.27%
14. TYPE OF REPORTING PERSON*
IN
CUSIP No. 140501107
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
ZS Crossover II GP, L.L.C.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [x]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
OO
5. CHECK BOX 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
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
98,925
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
98,925
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
98,925
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.64%
14. TYPE OF REPORTING PERSON*
PN
CUSIP No. 140501107
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
ZS Crossover II L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [x]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX 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
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14. TYPE OF REPORTING PERSON*
PN
CUSIP No. 140501107
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
ZS Special I L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [x]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX 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
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
98,925
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
98,925
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
98,925
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.64%
14. TYPE OF REPORTING PERSON*
PN
CUSIP No. 140501107
---------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
MRMP Trust
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [x]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
South Dakota
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
50,706
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
50,706
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,706
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.36%
14. TYPE OF REPORTING PERSON*
OO
CUSIP No. 140501107
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The Ned and Emily Sherwood Foundation
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [x]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
OO
5. CHECK BOX 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
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
10,222
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
10,222
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,222
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
14. TYPE OF REPORTING PERSON*
OO
CUSIP No. 140501107
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The following constitutes Amendment No. 5 to the Schedule 13D filed by the
undersigned (the "Schedule 13D"). This Amendment No. 5 amends the Schedule 13D
as specifically set forth.
The first paragraph of Item 2(a) is hereby amended and restated to read as
follows:
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Item 2. Identity and Background.
(a) This Amendment No. 5 is being filed by Ned Sherwood, ZS Crossover II
GP, L.L.C., a Delaware limited liability company ("Crossover GP"), ZS Crossover
II L.P., a Delaware limited partnership ("Crossover II"), ZS Special I L.P., a
Delaware limited partnership ("Special I"), MRMP Trust, a South Dakota trust
("MRMP"), and The Ned and Emily Sherwood Foundation, a charitable foundation
organized in the State of Delaware (the "Foundation", and together with Mr.
Sherwood, Crossover GP, Crossover II, Special I and MRMP, the "Reporting
Persons"), in order to report material changes in certain Reporting Persons'
beneficial ownership of the Shares.
Item 3 is hereby amended and restated to read as follows:
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Item 3. Source and Amount of Funds or Other Consideration.
The aggregate purchase cost of the 159,853 Shares beneficially owned by Mr.
Sherwood is approximately $21,599,531. The 98,925 Shares owned by Special I were
acquired with Special I's working capital. The 50,706 Shares beneficially owned
by MRMP were acquired with MRMP's investment capital. The 10,222 Shares
beneficially owned by the Foundation were acquired with the Foundation's
investment capital.
Item 5 is hereby amended and restated to read as follows:
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Item 5. Interest in Securities of the Issuer.
(a) The percentages of Shares reported to be beneficially owned by the
Reporting Persons are based upon 3,741,638 Shares outstanding, which is the
total number of Shares outstanding as of October 31, 2008, as reported in the
Issuer's Form 10-Q filed with the Securities and Exchange Commission on November
7, 2008.
As of the date hereof, both Special I and Crossover GP, as the general
partner of Special I, may be deemed to beneficially own 98,925 Shares,
constituting approximately 2.64% of the Shares outstanding. As a management
committee member of Crossover GP, Mr. Sherwood may be deemed to beneficially own
the Shares beneficially owned by Crossover GP.
As of the date hereof, MRMP may be deemed to beneficially own 50,706
Shares, constituting 1.36% of the Shares outstanding. As a trustee with sole
voting and dispository power over the Shares owned by MRMP, Mr. Sherwood may be
deemed to beneficially own the 50,706 Shares owned by MRMP.
As of the date hereof, the Foundation may be deemed to beneficially
own 10,222 Shares, constituting less than 1% of the Shares outstanding. As a
director of the Foundation, Mr. Sherwood may be deemed to beneficially own the
10,222 Shares owned by the Foundation.
(b) By virtue of his positions with Crossover GP and the Foundation, Mr.
Sherwood has shared power to vote and dispose of the 109,147 Shares aggregately
owned by Special I and the Foundation. Mr. Sherwood has sole power to vote and
dispose of the 50,706 Shares owned by MRMP.
(c) Schedule A annexed hereto lists all transactions in the Shares by the
Reporting Persons in the past 60 days. All such transactions were effected in
the open market.
(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 proceeds
from the sale of, the Shares.
(e) Both Mr. Sherwood and Crossover GP ceased to be beneficial owners of
more than 5% of the Shares on December 3, 2008.
SIGNATURE
After reasonable inquiry and to the best of his knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: December 9, 2008 ZS CROSSOVER II L.P.
By: ZS Crossover II GP, L.L.C., its general
partner
By: /s/ Ned Sherwood
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Name: Ned Sherwood
Title: Management Committee Member
ZS SPECIAL I L.P.
By: ZS Crossover II GP, L.L.C., its general
partner
By: /s/ Ned Sherwood
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Name: Ned Sherwood
Title: Management Committee Member
ZS CROSSOVER II GP, L.L.C.*
By: /s/ Ned Sherwood
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Name: Ned Sherwood
Title: Management Committee Member
MRMP TRUST
By: /s/ Ned Sherwood
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Name: Ned Sherwood
Title: Trustee
THE NED AND EMILY SHERWOOD FOUNDATION
By: /s/ Ned Sherwood
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Name: Ned Sherwood
Title: Director
/s/ Ned Sherwood*
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Ned Sherwood
*These Reporting Persons disclaim beneficial ownership in the Shares reported
herein except to the extent of their pecuniary interest therein.
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).
SCHEDULE A
TRANSACTIONS IN THE SHARES BY THE REPORTING PERSONS DURING THE PAST 60 DAYS:
Shares Purchased/(Sold) Price Per Share ($) Date of Purchase/Sale
----------------------- ------------------- ---------------------
ZS SPECIAL I L.P.
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(200) $136.99 10/14/2008
ZS CROSSOVER II L.P.
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(814) $123.88 10/17/08
(718) $118.35 10/20/08
(66) $118.00 10/21/08
(200) $99.50 10/28/08
(2,356) $100.44 10/29/08
(1,238) $100.97 10/30/08
(2,473) $101.19 10/31/08
(1,716) $104.00 11/3/08
(2,355) $101.35 11/4/08
(604) $102.40 11/5/08
(44) $100.39 11/6/08
(1,100) $102.47 11/7/08
(128) $95.00 11/11/08
(200) $93.70 11/14/08
(1,019) $88.64 11/18/08
(667) $84.84 11/19/08
(500) $75.41 11/20/08
(600) $66.20 11/21/08
(1,450) $72.82 11/24/08
(600) $72.87 11/25/08
(1,500) $75.04 11/26/08
(700) $78.81 11/28/08
(1,175) $74.12 12/1/08
(977) $69.87 12/2/08
(92,672) $76.58 12/3/08
(460) $79.99 12/4/08
MRMP TRUST
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NONE.
THE NED AND EMILY SHERWOOD FOUNDATION
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NONE.
SK 23192 0001 935598