UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13G
 
 
Under the Securities Exchange Act of 1934
(Amendment No.  )*
 
 
DOUGLAS DYNAMICS, INC.
(Name of Issuer)
 
COMMON STOCK, $0.01 PAR VALUE PER SHARE
(Title of Class of Securities)
 
25960R105
(CUSIP Number)
 
January 19, 2012
(Date of Event Which Requires Filing of this Statement)
 


Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:

                  [   ]   Rule 13d-1(b)
                  [X]   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 disclosures 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).
 

 
 
 
 
 
 
CUSIP NO.  25960R105
 
(1)   Names of Reporting Persons.  I.R.S. Identification Nos. of  Above  Persons  (entities only):
 
                          12 West Capital Management LP
 
 
(2)   Check  the  Appropriate Box  if  a  Member of  a  Group (See Instructions)
 
 
(a)   [   ]
       
 
(b)   [   ]
   

 
(3)   SEC Use Only 
 
 
(4)   Citizenship or Place of Organization:  Delaware, United States
 
       
Number of Shares Beneficially Owned
      
   by Each Reporting Person With
(5) Sole Voting Power:
1,155,300**
  
 
(6) Shared Voting Power:
0**
  
 
(7) Sole Dispositive Power:
1,155,300**
  
 
(8) Shared Dispositive Power:
0**
  

 
(9)   Aggregate Amount Beneficially Owned by Each Reporting Person:        1,155,300**
 
 
(10)  Check if the Aggregate Amount  in  Row  (9) Excludes Certain Shares (See Instructions):     
 
 
(11)  Percent of Class Represented by Amount in Row (9):           5.2%**
 
 
(12)  Type of Reporting Person (See Instructions):    IA
 
 
 
**12 West Capital Management LP (“12 West Management”) serves as the investment manager to 12 West Capital Fund LP, a Delaware limited partnership (“12 West Onshore Fund”), and 12 West Capital Offshore Fund LP, a Cayman Islands exempted limited partnership (“12 West Offshore Fund”), and possesses the sole power to vote and the sole power to direct the disposition of all securities of Douglas Dynamics, Inc. (the “Company”) held by 12 West Onshore Fund and 12 West Offshore Fund.  Joel Ramin, as the sole member of 12 West Capital Management, LLC, the general partner of 12 West Management, possesses the voting and dispositive power with respect to all securities beneficially owned by 12 West Management.
 
As of January 19, 2012, 12 West Onshore Fund held 803,858 shares of common stock of the Company, par value $0.01 per share (the “Common Stock”), and 12 West Offshore Fund held 351,442 shares of Common Stock.
 
Based on information disclosed in the Company’s Prospectus Supplement, filed with the Securities and Exchange Commission on December 1, 2011, there were 22,018,540 shares of Common Stock outstanding as of November 30, 2011.  As a result of the foregoing, for purposes of Reg. Section 240.13d-3, 12 West Management is deemed to beneficially own 1,155,300 shares of Common Stock, or 5.2% of the shares of Common Stock deemed issued and outstanding as of January 19, 2012.
 
 
 
 
 

Item 1(a)   Name Of Issuer:  Douglas Dynamics, Inc.
 
Item 1(b)   Address of Issuer’s Principal Executive Offices:
 
7777 North 73rd Street
 
Milwaukee, Wisconsin  53233
 
Item 2(a)   Name of Person Filing: 
 
      12 West Capital Management LP
 
Item 2(b)   Address of Principal Business Office or, if None, Residence:
 
 
90 Park Avenue
  41st Floor
 
New York, New York 10016
 
Item 2(c)   Citizenship: 
 
      12 West Capital Management LP is a Delaware limited partnership.
 
Item 2(d)   Title of Class of Securities:  Common Stock, $0.01 par value per share
 
Item 2(e)   CUSIP No.:  25960R105
 
 
Item 3.       If This Statement Is Filed Pursuant to Section 240.13d-1(b) or 240.13d-2(b) or (c), check whether the Person Filing is a:
 
 
Not Applicable.

Item 4.       Ownership.
 
 
(a)   Amount Beneficially Owned:
1,155,300**
  
       
 
(b)   Percent of Class:
5.2%**
  
       
 
(c)   Number of Shares as to which such person has:
    
       
   
(i)   sole power to vote or to direct the vote:
1,155,300**
  
         
   
(ii)   shared power to vote or to direct the vote:
0**
  
         
   
(iii)   sole power to dispose or to direct the disposition of:
1,155,300**
  
         
   
(iv)   shared power to dispose or to direct the disposition of:
0**
  
_____________
**12 West Capital Management LP (“12 West Management”) serves as the investment manager to 12 West Capital Fund LP, a Delaware limited partnership (“12 West Onshore Fund”), and 12 West Capital Offshore Fund LP, a Cayman Islands exempted limited partnership (“12 West Offshore Fund”), and possesses the sole power to vote and the sole power to direct the disposition of all securities of Douglas Dynamics, Inc. (the “Company”) held by 12 West Onshore Fund and 12 West Offshore Fund.  Joel Ramin, as the sole member of 12 West Capital Management, LLC, the general partner of 12 West Management, possesses the voting and dispositive power with respect to all securities beneficially owned by 12 West Management.

As of January 19, 2012, 12 West Onshore Fund held 803,858 shares of common stock of the Company, par value $0.01 per share (the “Common Stock”), and 12 West Offshore Fund held 351,442 shares of Common Stock.

Based on information disclosed in the Company’s Prospectus Supplement, filed with the Securities and Exchange Commission on December 1, 2011, there were 22,018,540 shares of Common Stock outstanding as of November 30, 2011.  As a result of the foregoing, for purposes of Reg. Section 240.13d-3, 12 West Management is deemed to beneficially own 1,155,300 shares of Common Stock, or 5.2% of the shares of Common Stock deemed issued and outstanding as of January 19, 2012.

 
 
 

Item 5.    Ownership of Five Percent or Less of a Class

Not Applicable.


Item 6.    Ownership of More Than Five Percent on Behalf of Another Person

                            Not Applicable.

 
Item 7.    Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

                            Not Applicable.


Item 8.    Identification and Classification of Members of the Group

                            Not Applicable.


Item 9.    Notice of Dissolution of Group

                            Not Applicable.


Item 10.   Certification
 
                            By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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.
 
 
 
    January 26, 2012    
         
    12 WEST CAPITAL MANAGEMENT LP    
 
         
 
By:
12 WEST CAPITAL MANAGEMENT, LLC,
   
    its General Partner    
 
         
 
 
 By: /s/ Joel Ramin  
      Joel Ramin,  
      its Sole Member  
 
 
 
 

 
   Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)