UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)*
United States Lime & Minerals, Inc.
(Name of Issuer)
Common Stock, par value $0.10 per share
(Title of Class of Securities)
911922 10 2
(CUSIP Number)
George M. Doumet
Inberdon Enterprises Limited
Candou Holdings Ltd.
1020-789 West Pender Street
Vancouver, British Columbia V6C 1H2
(604) 683-9641
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 22, 2024
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of (s)(s) 240.13d-1(e),240.13d-1(f) or 240.13d-1(g), check
the following box.
Note: Schedules filed in paper format shall includea signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other
parties to whom copies are to besent.
* The remainder of this cover page shall be filled out for a reportingperson's
initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containinginformation
which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shallnot be
deemed to be "filed" for the purpose of section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwisesubject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
CUSIP No. 911922 10 2 Page 2 of 9
SCHEDULE 13D
1 NAME OF REPORTING PERSON
George Doumet
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
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
CANADA
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
3,530,756
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
3,530,756
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,530,756
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
61.84%
14 TYPE OF REPORTING PERSON
IN
CUSIP No. 911922 10 2 Page 3 of 9
SCHEDULE 13D
1 NAME OF REPORTING PERSON
INBERDON ENTERPRISES LIMITED
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
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
MALTA
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 3,530,756
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
3,530,756
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,530,756
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
61.84%
14 TYPE OF REPORTING PERSON
CO
CUSIP No. 911922 10 2 Page 4 of 9
SCHEDULE 13D
1 NAME OF REPORTING PERSON
CANDOU HOLDINGS LTD.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
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
CANADA
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
3,530,756
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
3,530,756
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,530,756
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
61.84%
14 TYPE OF REPORTING PERSON
OO
CUSIP No. 911922 10 2 Page 5 of 9
SCHEDULE 13D
Explanatory Note
This Amendment No. 10 (the "
Amendment No. 10
") isfiled jointly by George Doumet ("
Doumet
"), Inberdon Enterprises Limited ("Inberdon"), and Candou HoldingsLtd.
("Candou" and, together with Doumet and Inberdon, the "
Reporting Persons
"), and amends and supplementsthe initial Schedule 13D (the "
Schedule 13D
") filed by Inberdon with the Securities and Exchange Commission (the "
SEC
")dated May 10, 1993, and as thereafter amended and supplemented by Amendment
No. 1 to the Schedule 13D dated October 21, 1996, AmendmentNo. 2 to the
Schedule 13D dated December 23, 1996, Amendment No. 3 to the Schedule 13D
dated August 12, 1997, Amendment No. 4 to the Schedule13D dated September 5,
2000, Amendment No. 5 to the Schedule 13D dated February 8, 2001, Amendment
No. 6 to the Schedule 13D dated September26, 2001, Amendment No. 7 to the
Schedule 13D dated August 15, 2003, Amendment No. 8 to the Schedule 13D dated
May 8, 2007, and AmendmentNo. 9 to the Schedule 13D dated January 24, 2023,
with respect to the common stock, par value $0.10 per share (the "
Common Stock
"),of United States Lime & Minerals, Inc. (the "
Company
"), whose principal executive offices are located at 5429 LBJFreeway, Suite
230, Dallas, Texas 75240,. The purpose of this filing is to add Candou as a
reporting person under this Schedule 13D. Exceptas specifically amended and
supplemented by this Amendment No. 10, the Schedule 13D remains in full force
and effect.
Item 2. Identity and Background.
Item 2 of the Schedule 13D is hereby amended and restated in its entiretyas
follows:
(a) Doumet is a natural person and a citizen of Canada. Inberdon isa company
organized under the laws of Malta. Candou is a family trust organized under
the laws of Canada.
(b) and (c) The address for the Reporting Persons is 1020-789 WestPender
Street, Vancouver, British Columbia V6C 1H2. The principal business of
Inberdon is as a private investment holding company. Theprincipal business of
Candou is as a family trust. The name, business address and principal
occupation or employment of each director,executive officer and controlling
person of Inberdon is set out in Annex A. The name, business address and
principal occupation or employmentof each director, executive officer and
controlling person of Candou is set out in Annex B to this Amendment No. 10.
(d) and (e) During the last five years, none of the Reporting Persons,nor, to
the knowledge of the Reporting Persons, any of Inberdon's or Candou's officers
or directors has been convicted ina criminal proceeding (excluding traffic
violations or similar misdemeanors) or been a party to a civil proceeding of a
judicial or administrativebody of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order
enjoining futureviolations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violations with respectto
such laws.
(f) The citizenship of each director, executive officer and controllingperson
of Inberdon and Candou is set out in Annex A and Annex B, respectively, to
this Amendment No. 10.
Pursuant to Rule 13d-1(k) under the Securities Exchange Act of 1934,the
Reporting Persons have agreed to file jointly one statement with respect to
their ownership of the shares of Common Stock. Informationwith respect to each
of the Reporting Persons is given solely by such Reporting Person, and no
Reporting Person has responsibility forthe accuracy or completeness of
information supplied by another Reporting Person.
CUSIP No. 911922 10 2 Page 6 of 9
SCHEDULE 13D
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended and restated in its entiretyas
follows:
The Reporting Persons currently intend the shares of Common Stock tobe held
for investment purposes, and expect to evaluate on an ongoing basis their
interest in, and intentions with respect to, the sharesof Common Stock and the
Company. Accordingly, the Reporting Persons reserve the right to change their
plans and intentions at any time,as they deem appropriate. In particular, the
Reporting Persons may at any time and from time to time (including in open
market, privatelynegotiated or other transactions) acquire additional
securities of the Company or its subsidiaries, including additional shares of
CommonStock; dispose of all or a portion of the securities of the Company or
its subsidiaries, including the shares of Common Stock they nowbeneficially
own or other securities of the Company and its subsidiaries they may hereafter
acquire; and/or enter into derivative transactionswith institutional
counterparties to hedge the market risk of some or all of their position in
such securities. The Reporting Personsmay also encourage the consideration or
exploration of any of the items enumerated in the following paragraph,
including, without limitation,through communications with directors (including
Antoine M. Doumet who is Doumet's brother and the Chairman of the Company),
management,existing or prospective security holders, investors or lenders of
the Company, as well as with existing or potential strategic partners,industry
analysts and other investment and financing professionals.
Except as described above in this Item 4, the Reporting Persons donot have any
present plans or proposals which relate to or would result in any of the
following: (a) the acquisition by any person ofadditional securities of the
Company, or the disposition of securities of the Company; (b) an extraordinary
corporate transaction, suchas a merger, reorganization or liquidation,
involving the Company or any of its subsidiaries; (c) a sale or transfer of a
material amountof assets of the Company or of any of its subsidiaries; (d) any
change in the present board of directors or management of the Company,including
any plans or proposals to change the number or term of directors or to fill
any existing vacancies on the board; (e) any materialchange in the present
capitalization or dividend policy of the Company; (f) any other material
change in the Company's businessor corporate structure; (g) changes in the
Company's charter, bylaws or instruments corresponding thereto or other
actions whichmay impede the acquisition of control of the Company by any
person; (h) causing a class of securities of the Company to be delisted froma
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered nationalsecurities association;
(i) a class of equity securities of the Company becoming eligible for
termination of registration pursuant toSection 12(g)(4) of the Securities
Exchange Act of 1934; or (j) any action similar to any of those enumerated
above. Notwithstandingthe foregoing, the Reporting Persons may in the future
contemplate or adopt plans or proposals which relate to any of the actions
enumeratedin the preceding sentence.
CUSIP No. 911922 10 2 Page 7 of 9
SCHEDULE 13D
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended and restated in its entiretyas
follows:
The responses to this Item 5 and the information on the cover pageare based on
there being 5,709,154 shares of Common Stock outstanding, as reported on the
Company's Quarterly Report on Form 10-Q,for the quarter ended March 31, 2024,
filed with the SEC on May 1, 2024.
The information set forth in Item 2 of this Amendment No. 10 and thecover
pages of this Amendment No. 10 are hereby incorporated by reference into this
Item 5.
(a) and (b) Inberdon is the direct beneficial owner of 3,530,756 sharesof
Common Stock, which represents 61.84% of the outstanding shares of Common
Stock. Doumet is the owner of Candou. Candou owns 100% ofthe voting shares of
Candou Industries Ltd. Candou Industries Ltd. is the sole owner of Inberdon.
Thus, Doumet and Candou may be deemedto share voting and dispositive power
with Inberdon over the shares of Common Stock beneficially owned or deemed to
be beneficially ownedby Inberdon.
(c) Except as otherwisedisclosed herein, the Reporting Persons have not
effected any transaction in the shares of Common Stock in the last 60 days.
(d)
Noother person is known to have the right to receive or the power to direct
the receipt of dividends from, or any proceeds from thesale of the shares of
Class A Common Stock beneficially owned by the Reporting Persons.
(e)
Notapplicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Item 6 is hereby amended and restated in its entirety as follows:
None of the Reporting Persons, nor, to the knowledgeof the Reporting Persons,
any of Candou's or Inberdon's directors, executive officers or controlling
persons, has any contract,arrangement, understanding or relationship (legal or
otherwise) with any person with respect to any securities of the Company,
includingbut not limited to transfer or voting of any of the securities,
finder's fees, joint ventures, loan or option arrangements, putsor calls,
guarantees of profits, division of profits or losses, or the giving or
withholding of proxies.
CUSIP No. 911922 10 2 Page 8 of 9
SCHEDULE 13D
Item 7. Material to be Filed as Exhibits.
Exhibit No. Description
99.1 Joint Filing Agreement, dated as of May 23, 2024, between the Reporting Persons.
CUSIP No. 911922 10 2 Page 9 of 9
SIGNATURE
After reasonable inquiry andto the best of my knowledge and belief, I certify
that the information set forth in this Amendment No. 10 is true, complete and
correct.
Dated: May 23, 2024
/s/ George Doumet
George Doumet
INBERDON ENTERPRISES LIMITED
By: /s/ Warren MacKenzie
Name: Warren MacKenzie
Title: Vice President
CANDOU HOLDINGS LTD.
By: /s/ George Doumet
Name: George Doumet
Title: Owner
Annex A
Inberdon Enterprises Limited
Directors and Officers
Name Business Address Principal Occupation or Employment Citizenship
George Doumet c/o Inberdon Enterprises Limited Director and President of Inberdon Enterprises Limited Canada
1020-789 West Pender Street
Vancouver, British Columbia
V6C 1H2
Ray Stafrace c/o Inberdon Enterprises Limited Director of Inberdon Enterprises Limited Malta
1020-789 West Pender Street
Vancouver, British Columbia
V6C 1H2
Warren MacKenzie c/o Inberdon Enterprises Limited Vice President of Inberdon Enterprises Limited Canada
1020-789 West Pender Street
Vancouver, British Columbia
V6C 1H2
Annex B
Candou Holdings Ltd.
Name Business Address Principal Occupation or Employment Citizenship
George Doumet c/o Candou Holdings Ltd. Owner of Candou Holdings Ltd. Canada
1020-789 West Pender Street
Vancouver, British Columbia
V6C 1H2
Exhibit 99.1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the SecuritiesExchange Act of 1934, as
amended, the undersigned agree to the joint filing on behalf of each of them
of a Statement on Schedule 13D (includingany and all amendments thereto) with
respect to the shares of common stock of United States Lime & Minerals, Inc.,
and further agreethat this Joint Filing Agreement shall be included as an
Exhibit to such joint filings.
The undersigned further agree that each party heretois responsible for the
timely filing of such Statement on Schedule 13D and any amendments thereto,
and for the accuracy and completenessof the information concerning such party
contained therein; provided, however, that no party is responsible for the
accuracy or completenessof the information concerning any other party, unless
such party knows or has reason to believe that such information is inaccurate.
ThisJoint Filing Agreement may be signed in counterparts with the same effect
as if the signature on each counterpart were upon the same instrument.
IN WITNESS WHEREOF, the undersigned have executedthis Joint Filing Agreement
as of May 23, 2024.
/s/ George Doumet
George Doumet
INBERDON ENTERPRISES LIMITED
By: /s/ Warren MacKenzie
Name: Warren MacKenzie
Title: Vice President
CANDOU HOLDINGS LTD.
By: /s/ George Doumet
Name: George Doumet
Title: Owner