STLY Stanley Furniture Company Inc (QB)

Item 1. Security and Issuer.

This Amendment No. 1 to Statement of Beneficial Ownership on Schedule 13D (“Amendment No. 1”) amends the Statement of Beneficial Ownership on Schedule 13D filed by the Reporting Persons on February 13, 2017 (the “Schedule 13D” or this “Statement”), with respect to the Common Stock, par value $0.02 per share (the “Common Stock”), of Stanley Furniture Company, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined in this Amendment No. 1 shall have the meanings set forth in the Schedule 13D.

Item 5. Interest in Securities of the Issuer.

As described below, the Reporting Persons will cease to be beneficial owners of 5% or more of the shares of Common Stock.

As previously reported, Mr. Putnam was appointed to the Board of Directors of the Company in January 2016 pursuant to the terms of an agreement between the Company, Hale Partnership Fund, LP (the “Hale Fund”) and the Fund (the “2016 Agreement”). On December 8, 2017, the Reporting Persons entered into a share purchase agreement with the Hale Fund and the Company (the “Share Purchase Agreement”) providing for the sale of the 740,896 shares of Common Stock of the Company held by the Fund to the Hale Fund at a purchase price of $0.98 per share, for an aggregate purchase price of $726,078.08. The sale of the shares of Common Stock is expected to occur within seven days after the date of the Share Purchase Agreement (the “Closing”).

Pursuant to the terms of the Share Purchase Agreement, effective upon the Closing, the Reporting Persons will cease to have any rights under the 2016 Agreement, with the exception of Mr. Putnam’s rights to all benefits, including with respect to compensation, expense reimbursements and indemnity provisions, as are provided to other members of the Company’s Board of Directors. Mr. Putnam intends to resign as a member of the Company’s Board of Directors effective upon the Closing.

Additionally, all 19,029 shares of restricted stock of the Company held by Mr. Putnam, which were granted to him by the Company in connection with his service as a director of the Company and were to vest on the day before the Company’s annual meeting at which directors are elected in 2019, will vest upon his resignation from the Company’s Board of Directors. The Company had granted 6,098 restricted shares and 12,931 restricted shares to Mr. Putnam on May 19, 2016 and May 25, 2017, respectively.

  Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

The information set forth in Item 5 hereof is incorporated herein by reference.

Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the Reporting Persons have entered into an agreement with respect to the joint filing of this Amendment No. 1, which agreement is set forth on the signature page to this Statement.

Item 7. Material to be Filed as Exhibits.

Signature

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this Statement is true, complete and correct.

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of this Statement on Schedule 13D with respect to the Common Stock of the Company.