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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
**This Amendment No.4 dated August 20th 2019, reflecting a 1% change in beneficial ownership, supplements (“Amendment No. 3”) dated April 10th 2019
supplements (“Amendment No. 2”) dated March 12, 2019 amends and supplements Amendment No 1. dated January 11,
2019, which amends and supplements the statement on Schedule 13D filed on September 27, 2018 (the "original Schedule 13D").
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
("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).
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CUSIP No. 140475104
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13D
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Page 2 of 3 Pages
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1.
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NAMES OF REPORTING PERSONS I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Cove Street Capital, LLC I.R.S IDENTIFICATION NO 27-5376591
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ¨
(b) ¨
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS (see instructions)
OO
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH
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7.
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SOLE VOTING POWER
0
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8.
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SHARED VOTING POWER
2,512,900
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9.
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SOLE DISPOSITIVE POWER
0
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10.
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SHARED DISPOSITIVE POWER
3,556,600 (1)
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,556,600
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) ¨
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.31% (2)
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14.
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TYPE OF REPORTING PERSON (see instructions)
IA
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(1) The shared dispositive power includes 1,043,700 shares of a separately managed account, where CSC does not have any
voting power over.
(2) The percentage was calculated based on 31,458,865 shares of Common Stock outstanding as
of August 01, 2019 as reported on the Form 10-Q filed by the Issuer on August 9, 2019.
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CUSIP No. 140475104
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13D
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Page 2 of 3 Pages
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1.
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NAMES OF REPORTING PERSONS I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Jeffrey Bronchick
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ¨
(b) ¨
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS (see instructions)
PF; OO
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH
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7.
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SOLE VOTING POWER
30,000
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8.
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SHARED VOTING POWER
2,512,900
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9.
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SOLE DISPOSITIVE POWER
30,000
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10.
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SHARED DISPOSITIVE POWER
3,556,600 (1)
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,586,600
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) ¨
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.40% (2)
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14.
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TYPE OF REPORTING PERSON (see instructions)
IN
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(1) The shared dispositive power includes 1,043,700 shares of a separately managed account, where CSC does not have any
voting power over.
(2) The percentage was calculated based on 31,458,865 shares of Common Stock outstanding as
of August 01, 2019 as reported on the Form 10-Q filed by the Issuer on August 9, 2019.
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CUSIP No. 140475104
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13D
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Page 2 of 3 Pages
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Item 1. Security and Issuer.
This
Amendment No. 4 dated August 20th 2019, reflecting a 1% change in beneficial ownership, supplements
(“Amendment No. 3”) dated April 10th 2019 supplements (“Amendment No. 2”) dated March 12, 2019 amends
and supplements Amendment No 1. dated January 11, 2019, which amends and supplements the statement on Schedule 13D filed on
September 27, 2018 (the "original Schedule 13D") with the U.S. Securities and Exchange Commission (the "Commission") by Cove
Street Capital, LLC and Jeffrey Bronchick with respect to the Common Stock, $0.01 par value per share ("Common Stock"), of
Capital Senior Living Corporation, a Delaware corporation (the "Issuer"). The address of the principal executive offices of
the Issuer are located at 14160 Dallas Parkway, Suite 300, Dallas, Texas 7525.
Item 2. Identity and Background.
a) This statement on Schedule 13D is being filed under the Securities Exchange Act of 1934 by Cove Street Capital, LLC, a
Delaware limited liability company ("Cove Street Capital" or "CSC"), and Mr. Jeffrey Bronchick, an individual.
b) The address
of the principal office of each CSC and Mr. Bronchick is 2101 East El Segundo Boulevard, Suite 302, El Segundo, CA 90245.
c) The principal business of CSC is to serve as the investment advisor to certain separately managed accounts. Mr. Bronchick
is the Portfolio Manager and Founder of Cove Street Capital LLC.
d) Neither CSC nor any of its members has, during the last
five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
e) Neither CSC
nor any of its members was, during the last five years, a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order (1)
enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or (2)
finding any violation with respect to such laws.
f) CSC is a Delaware limited liability company. Mr. Bronchick is a citizen
of the United States of America.
Item 3. Source or Amount of Funds or
Other Consideration.
CSC in its
capacity as an Investment Adviser will purchase on behalf of its clients. No monies were borrowed for such an
acquisition. The aggregate purchase price of the 3,556,600 Shares beneficially owned by CSC is approximately $26,101,538
including brokerage commissions.
Item 4. Purpose of Transaction.
The Reporting Persons
are filing this Amendment No. 4 to report recent open-market sales of securities of the Issuer that have decreased the amount
of Common Stock that the Reporting Person may be deemed to beneficially own by an amount greater than one percent of the outstanding
Common Stock of the Issuer. The disposition of the securities of the Issuer by the Reporting Persons was an investment decision
based upon the Reporting Persons' determination of several factors, including, without limitation, the market price for such securities.
The Reporting Persons may further purchase, hold, vote, trade, dispose or otherwise deal in the Common Stock at times, and
in such manner, as they deem advisable to benefit from changes in market prices of such Common Stock, changes in the Issuer's
operations, business strategy or prospects, or from sale or merger of the Issuer. To evaluate such alternatives, the Reporting
Persons will routinely monitor the Issuer's operations, prospects, business development, management, competitive and strategic
matters, capital structure, and prevailing market conditions, as well as alternative investment opportunities, liquidity requirements
of the Reporting Persons and other investment considerations. Consistent with its investment research methods and evaluation
criteria, the Reporting Persons may discuss such matters with management or directors of the Issuer, other shareholders, industry
analysts, existing or potential strategic partners or competitors, investment and financing professionals, sources of credit
and other investors. Such factors and discussions may materially affect, and result in, the Reporting Persons modifying their
ownership of Common Stock, exchanging information with the Issuer pursuant to appropriate confidentiality or similar agreements,
proposing changes in the Issuer's operations, governance, management or capitalization, or in proposing one or more of the
other actions.
The Reporting Persons reserve the right to formulate other plans and/or make other proposals, and take such
actions with respect to their investment in the Issuer, or acquire additional Common Stock or dispose of all the Common Stock
owned by them, in the public market or privately negotiated transactions. The Reporting Persons may at any time reconsider
and change their plans or proposals relating to the foregoing.
Item 5. Interest in Securities of the
Issuer.
The percentage was calculated based on 31,458,865 shares of Common Stock outstanding as
of August 01, 2019 as reported on the Form 10-Q filed by the Issuer on August 9, 2019.
CSC has effected transactions,
on behalf of its clients, in the following shares of Common Stock in the last 60 days.
Date of Transaction
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Buys/Sells
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Quantity
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Amount
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Unit Price
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6/21/2019
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Sell
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15,121.00
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$ 62,873.45
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$ 4.16
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6/27/2019
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Buy
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4,800.00
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$ 21,873.60
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$ 4.56
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7/1/2019
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Buy
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600.00
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$ 2,958.00
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$ 4.93
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7/9/2019
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Sell
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23,700.00
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$ 128,479.77
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$ 5.42
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7/16/2019
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Sell
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27,300.00
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$ 145,637.01
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$ 5.33
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7/17/2019
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Buy
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10,200.00
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$ 54,466.98
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$ 5.34
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8/7/2019
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Buy
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11,803.00
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$ 62,585.41
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$ 5.30
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8/8/2019
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Buy
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27,846.00
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$ 142,948.69
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$ 5.13
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8/13/2019
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Buy
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36,012.00
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$ 152,802.52
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$ 4.24
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8/14/2019
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Buy
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20,515.00
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$ 88,028.38
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$ 4.29
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8/15/2019
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Buy
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16,273.00
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$ 69,322.98
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$ 4.26
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Item 6. Contracts, Arrangements,
Understandings or Relationships with Respect to Securities of the Issuer.
None
Item 7. Material to Be Filed as
Exhibits.
None.
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CUSIP No. 140475104
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13D
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Page 3 of 3 Pages
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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.
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COMPANY NAME
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/s/ Merihan Tynan
Insert Name
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Chief Compliance Officer
Insert Title
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August 20, 2019
Insert Date
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