UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
[Rule
13d-101]
INFORMATION TO
BE INCLUDED IN STATEMENTS FILED PURSUANT TO
§ 240.13(d)-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13(d)-2(a)
(Amendment No. 3)*
Hancock Fabrics,
Inc.
(Name of Issuer)
Common Stock
(Title
of Class of Securities)
409900107
(CUSIP
Number)
C. Brophy Christensen,
Esq.
O’Melveny
& Myers LLP
2 Embarcadero Center, 28
th
Floor
San Francisco, CA 94111
415-984-8700
(Name, Address
and Telephone Number of Person
Authorized
to Receive Notices and Communications)
July 24,
2014
(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box
x
.
Note
:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §
240.13d-7 for other parties to whom copies are to be sent.
* 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.
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 (the “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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1
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NAMES
OF REPORTING PERSONS
LENADO CAPITAL ADVISORS, LLC
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2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
(b)
x
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3
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SEC
USE ONLY
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|
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4
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SOURCE
OF FUNDS (See Instructions)
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WC
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
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o
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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DELAWARE
|
NUMBER
OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON
WITH
|
7
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SOLE
VOTING POWER
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-0-
|
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8
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SHARED
VOTING POWER
|
7,077,200
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9
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SOLE
DISPOSITIVE POWER
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-
0 -
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10
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SHARED
DISPOSITIVE POWER
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7,077,200
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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7,077,200
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12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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o
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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27.43%
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14
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TYPE
OF REPORTING PERSON
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OO,
IA
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1
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NAMES
OF REPORTING PERSONS
LENADO PARTNERS, SERIES A OF LENADO CAPITAL PARTNERS, L.P.
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2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
(b)
x
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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)
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WC
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
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o
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
|
DELAWARE
|
NUMBER
OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON
WITH
|
7
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SOLE
VOTING POWER
|
-0-
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8
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SHARED
VOTING POWER
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3,331,190
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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
|
3,331,190
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11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,331,190
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12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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o
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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14.33%
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14
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TYPE
OF REPORTING PERSON
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PN
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1
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NAMES
OF REPORTING PERSONS
LENADO CAPITAL, LLC
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2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
(b)
x
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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)
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WC
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5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
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o
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
|
DELAWARE
|
NUMBER
OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON
WITH
|
7
|
SOLE
VOTING POWER
|
-0-
|
|
8
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SHARED
VOTING POWER
|
3,897,590
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|
9
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SOLE
DISPOSITIVE POWER
|
-
0 -
|
|
10
|
SHARED
DISPOSITIVE POWER
|
3,897,590
|
|
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11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,897,590
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12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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o
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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16.37%
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14
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TYPE
OF REPORTING PERSON
|
OO
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1
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NAMES
OF REPORTING PERSONS
Lenado DP, Series A of Lenado DP L.P.
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2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
(b)
x
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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)
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WC
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5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
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o
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6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
DELAWARE
|
NUMBER
OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON
WITH
|
7
|
SOLE
VOTING POWER
|
-0-
|
|
8
|
SHARED
VOTING POWER
|
566,400
|
|
9
|
SOLE
DISPOSITIVE POWER
|
-
0 -
|
|
10
|
SHARED
DISPOSITIVE POWER
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566,400
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11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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566,400
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12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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o
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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2.55%
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14
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TYPE
OF REPORTING PERSON
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PN
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1
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NAMES
OF REPORTING PERSONS
SPV UNO, LLC
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
(b)
x
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3
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SEC
USE ONLY
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4
|
SOURCE
OF FUNDS (See Instructions)
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WC
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5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
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o
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
|
DELAWARE
|
NUMBER
OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON
WITH
|
7
|
SOLE
VOTING POWER
|
-0-
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8
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SHARED
VOTING POWER
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232,000
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9
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SOLE
DISPOSITIVE POWER
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-
0 -
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10
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SHARED
DISPOSITIVE POWER
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232,000
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11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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232,000
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12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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o
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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1.06%
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14
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TYPE
OF REPORTING PERSON
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OO
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1
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NAMES
OF REPORTING PERSONS
SPV QUATRO, LLC
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2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
(b)
x
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3
|
SEC
USE ONLY
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4
|
SOURCE
OF FUNDS (See Instructions)
|
WC
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5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
o
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
DELAWARE
|
NUMBER
OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON
WITH
|
7
|
SOLE
VOTING POWER
|
-0-
|
|
8
|
SHARED
VOTING POWER
|
3,179,610
|
|
9
|
SOLE
DISPOSITIVE POWER
|
-
0 -
|
|
10
|
SHARED
DISPOSITIVE POWER
|
3,179,610
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|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
3,179,610
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|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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13.45%
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14
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TYPE
OF REPORTING PERSON
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OO
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1
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NAMES
OF REPORTING PERSONS
NIKOS HECHT
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2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
o
(b)
x
|
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3
|
SEC
USE ONLY
|
|
|
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4
|
SOURCE
OF FUNDS (See Instructions)
|
WC
|
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5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
o
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6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
UNITED
STATES
|
NUMBER
OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON
WITH
|
7
|
SOLE
VOTING POWER
|
-0-
|
|
8
|
SHARED
VOTING POWER
|
7,309,200
|
|
9
|
SOLE
DISPOSITIVE POWER
|
-
0 -
|
|
10
|
SHARED
DISPOSITIVE POWER
|
7,309,200
|
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
7,309,200
|
|
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
28.08%
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14
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TYPE
OF REPORTING PERSON
|
IN
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This Amendment
No. 3 to Schedule 13D is being filed jointly by Lenado Capital Advisors, LLC, formerly known as Sopris Capital Advisors, LLC (“Lenado
Advisors”), Lenado Partners, Series A of Lenado Capital Partners, L.P., formerly known as Sopris Partners, Series A of Sopris
Capital Partners, L.P. (“Lenado Partners”), Lenado Capital, LLC, formerly known as Sopris Capital, LLC (“Lenado
Capital”), Lenado DP, Series A of Lenado DP, L.P., formerly known as Sopris DP, Series A of Sopris DP, L.P. (“Lenado
DP”), SPV UNO, LLC (“SPV UNO”), SPV Quatro, LLC (“SPV Quatro”) and Nikos Hecht (each a “Reporting
Person” and collectively, the “Reporting Persons”), to supplement and amend the Schedule 13D filed on May 30,
2008, as amended by Amendment No. 1 to Schedule 13D filed on January 12, 2011, and Amendment No. 2 to Schedule 13D filed on November
27, 2012 (collectively, the “Schedule 13D”), on behalf of certain of the Reporting Persons and certain other filers
as set forth therein. Each item below amends and supplements the information disclosed under the corresponding item of Schedule
13D. Except as set forth in this Amendment No. 3 to Schedule 13D, capitalized terms defined in the Schedule 13D are used herein
with their defined meaning. All references to Sopris Advisors, Sopris Partners and Sopris Capital in the Schedule 13D shall be
deemed to be references to Lenado Advisors, Lenado Partners and Lenado Capital, respectively.
ITEM 4.
PURPOSE OF TRANSACTION
Item 4 of the Schedule 13D
is amended and supplemented by adding the following paragraph to the end of such Item 4 of the Schedule 13D:
On
July 24, 2014, Lenado Partners sold warrants to purchase an aggregate of up to 600,000 shares of common stock (the “Common
Stock”) of Hancock Fabrics, Inc. (the “Company”) for a total aggregate consideration of $2.
Except
as described above, the Reporting Persons have no present plans or proposals which would result in the matters described in clauses
(a) through (j) of Item 4.
The
Reporting Persons may, from time to time and at any time, acquire additional shares of Common Stock in the open market or otherwise
and reserve the right to dispose of any or all of their shares of Common Stock in the open market or otherwise, at any time and
from time to time, and to engage in any hedging or similar transactions with respect to the shares of Common Stock.
ITEM 5.
INTEREST IN SECURITIES OF THE ISSUER
Item 5(a) to (c) of the Schedule
13D is amended and restated in its entirety to read as follows:
(a) The Reporting Persons
may be deemed to beneficially own, in the aggregate, 7,309,200 shares of Common Stock, representing approximately 28.08% of the
Common Stock, allocated as follows:
|
Reporting Person
|
|
Number of
Shares
Beneficially
Owned
|
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% of Common
Stock
Owned
1
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Lenado Advisors
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7,077,200
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27.43
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%
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Lenado Partners
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3,331,190
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14.33
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%
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Lenado Capital
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3,897,590
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16.37
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%
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Lenado DP
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566,400
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2.55
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%
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SPV UNO
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232,000
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1.06
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%
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SPV Quatro
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3,179,610
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13.45
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%
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Nikos Hecht
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7,309,200
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28.08
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%
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(b) Each Reporting Person
has the following powers to vote, direct the vote, dispose of or direct the disposition of shares of Common Stock:
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Number of Shares as to which the Reporting Person has
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Reporting Person
|
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Sole power to vote
or direct the vote
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Shared
power to
vote or direct the
vote
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Sole power to
dispose of or direct
the disposition of
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Shared power to
dispose of or direct
the disposition of
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|
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|
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Lenado Advisors
|
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|
0
|
|
|
|
7,077,200
|
|
|
|
0
|
|
|
|
7,077,200
|
|
|
Lenado Partners
|
|
|
0
|
|
|
|
3,331,190
|
|
|
|
0
|
|
|
|
3,331,190
|
|
|
Lenado Capital
|
|
|
0
|
|
|
|
3,897,590
|
|
|
|
0
|
|
|
|
3,897,590
|
|
|
Lenado DP
|
|
|
0
|
|
|
|
566,400
|
|
|
|
0
|
|
|
|
566,400
|
|
|
SPV UNO
|
|
|
0
|
|
|
|
232,000
|
|
|
|
0
|
|
|
|
232,000
|
|
|
SPV Quatro
|
|
|
0
|
|
|
|
3,179,610
|
|
|
|
0
|
|
|
|
3,179,610
|
|
|
Nikos Hecht
|
|
|
0
|
|
|
|
7,309,200
|
|
|
|
0
|
|
|
|
7,309,200
|
|
1
The percentage
ownership of each Reporting Person, determined in accordance with Rule 13d-3(d) under the Securities Exchange Act of 1934 has
been calculated by dividing (i) the sum of the aggregate number of outstanding shares of Common Stock beneficially owned by such
Reporting Person and the number of shares of Common Stock issuable upon exercise of warrants to purchase shares of Common Stock
beneficially owned by such Reporting Person by (ii) the sum of the 21,652,533 shares of Common Stock reported by the Company to
be outstanding as of June 4, 2014 pursuant to its Report on Form 10-Q for the quarterly period ended April 26, 2014, and the number
of shares of Common Stock issuable upon exercise of the warrants to purchase shares of Common Stock beneficially owned by such
Reporting Person.
Of the
shares reported as beneficially owned in this Schedule 13D, 3,331,190 shares are owned directly by Lenado Partners (including
warrants to purchase an aggregate of 1,594,400 shares), 566,400 shares are owned directly by Lenado DP (all consisting of warrants
to purchase an aggregate of 566,400 shares), 232,000 shares are owned directly by SPV UNO (all consisting of warrants to purchase
an aggregate of 232,000 shares) and 3,179,610 shares are directly owned by SPV Quatro (including warrants to purchase an aggregate
of 1,984,800 shares).
Lenado
Capital is the general partner of Lenado Partners and Lenado DP and, as such, may be deemed to share beneficial ownership of the
shares of Common Stock owned directly by such parties. Mr. Hecht is the managing member of Lenado Advisors and the sole member
of the managing member of Lenado Capital. As the managing member of SVP UNO, SPV Quatro and Lenado Advisors, the sole member of
the managing member of Lenado Capital, and the owner, directly or indirectly, of a majority of the membership interests in each
of SPV UNO, SPV Quatro, Lenado Capital and Lenado Advisors, Mr. Hecht may be deemed to be the controlling person of SPV UNO, SPV
Quatro, Lenado Capital and Lenado Advisors, and through Lenado Capital, Lenado Partners and Lenado DP. Lenado Advisors, as investment
manager for Lenado Partners, Lenado DP and SPV Quatro, has discretionary investment authority over the Common Stock held by Lenado
Partners, Lenado DP and SPV Quatro, as applicable. Accordingly, Mr. Hecht may be deemed to be the beneficial owner of the Common
Stock held by Lenado Partners, Lenado DP, SPV UNO, and SPV Quatro.
(c) Except as described
in Item 4, no transactions with respect to the shares of Common Stock were effected during the past sixty (60) days by any of
the Reporting Persons.
SIGNATURES
After reasonable
inquiry and to the best of my knowledge and belief, I certify that the information in this statement is true, complete and correct.
|
Dated: July 25, 2014
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LENADO CAPITAL ADVISORS, LLC
|
|
|
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|
|
By:
|
/s/
Nikos Hecht
|
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|
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Name: Nikos Hecht
|
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|
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Title: Managing Member
|
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LENADO PARTNERS, SERIES A OF
LENADO CAPITAL PARTNERS, L.P.
|
|
|
|
|
|
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By:
|
LENADO CAPITAL, LLC
|
|
|
|
Its general partner
|
|
|
|
|
|
|
By:
|
/s/
Nikos Hecht
|
|
|
|
Name: Nikos Hecht
|
|
|
|
Title: Sole Member of the Managing
Member
|
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|
|
|
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LENADO CAPITAL, LLC
|
|
|
|
|
|
|
By:
|
/s/
Nikos Hecht
|
|
|
|
Name: Nikos Hecht
|
|
|
|
Title: Sole Member of the Managing
Member
|
|
|
|
|
|
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SPV UNO, LLC
|
|
|
|
|
|
|
By:
|
/s/
Nikos Hecht
|
|
|
|
Name: Nikos Hecht
|
|
|
|
Title: Managing Member
|
|
|
|
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|
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SPV QUATRO, LLC
|
|
|
|
|
|
|
By:
|
/s/
Nikos Hecht
|
|
|
|
Name: Nikos Hecht
|
|
|
|
Title: Managing Member
|
|
|
|
|
|
|
Lenado
DP, Series A of Lenado DP, L.P.
|
|
|
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By:
|
Lenado Capital LLC
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Its general partner
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By:
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/s/
Nikos Hecht
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Name: Nikos Hecht
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Title: Managing Member
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NIKOS HECHT
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/s/ Nikos Hecht
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