- Statement of Changes in Beneficial Ownership (4)
March 12 2009 - 6:37PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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February 28, 2011
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Wynnefield Capital, Inc. Profit Sharing Plan
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2. Issuer Name
and
Ticker or Trading Symbol
CROWN CRAFTS INC
[
CRWS
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
450 SEVENTH AVENUE, SUITE 509
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3. Date of Earliest Transaction
(MM/DD/YYYY)
3/10/2009
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(Street)
NEW YORK, NY 10123
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock, par value $1.00 per share
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3/10/2009
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P
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2000
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A
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$2.24
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2000
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D
(1)
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Common Stock, par value $1.00 per share
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1521385
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I
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See Footnotes
(2)
(3)
(4)
(5)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(
1)
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As of March 12, 2009, Wynnefield Capital Inc. Profit Sharing Plan (the "Reporting Person") directly beneficially owns 2,000
shares of common stock, $1.00 par value per share ("Common Stock") of Crown Crafts, Inc (the "Issuer"). Mr. Obus has the
power to vote and dispose of the Reporting Person's investments in securities and has an indirect beneficial ownership
interest in the shares of Common Stock that the Reporting Person directly beneficially owns.
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(
2)
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As of March 12, 2009, the Reporting Person has an indirect beneficial ownership interest in 552,600 shares of Common Stock,
which are directly beneficially owned by Wynnefield Partners Small Cap Value, L.P., as members of a group under Section
13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Wynnefield Partners Small Cap Value, L.P.,
which maintains offices at the same address as the Reporting Person, is filing this Form jointly with the Reporting Person.
Wynnefield Capital Management, LLC, as the sole general partner of Wynnefield Partners Small Cap Value, L.P., has an
indirect beneficial ownership interest in the shares of Common Stock that Wynnefield Partners Small Cap Value L.P. directly
beneficially owns. Nelson Obus and Joshua Landes, as co-managing members of Wynnefield Capital Management, LLC, have an
indirect beneficial ownership interest in the shares of Common Stock that the Reporting Person directly beneficially owns.
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(
3)
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As of March 12, 2009, the Reporting Person has an indirect beneficial ownership interest in 622,050 shares of Common Stock,
which are directly beneficially owned by Wynnefield Partners Small Cap Value, L.P. I , as members of a group under Section
13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Wynnefield Partners Small Cap Value, L.P. I,
which maintains offices at the same address as the Reporting Person, is filing this Form jointly with the Reporting Person.
Wynnefield Capital Management, LLC, as the sole general partner of Wynnefield Partners Small Cap Value, L.P. I, has an
indirect beneficial ownership interest in the shares of Common Stock that Wynnefield Partners Small Cap Value L.P. I
directly beneficially owns. Nelson Obus and Joshua Landes, as co-managing members of Wynnefield Capital Management, LLC,
have an indirect beneficial ownership interest in the shares of Common Stock that the Reporting Person directly beneficially
owns.
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(
4)
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As of March 12, 2009, the Reporting Person has an indirect beneficial ownership interest in 335,135 shares of Common Stock,
which are directly beneficially owned by Wynnefield Small Cap Value Offshore Fund, Ltd., as members of a group under Section
13(d) of the Exchange Act. Wynnefield Small Cap Value Offshore Fund, Ltd., which maintains offices at the same address as
the Reporting Person, is filing this Form jointly with the Reporting Person. Wynnefield Capital, Inc. as the sole investment
manager of Wynnefield Small Cap Value Offshore Fund, Ltd., has an indirect beneficial ownership interest in the shares of
Common Stock that Wynnefield Small Cap Value Offshore Fund, Ltd. directly beneficially owns. Nelson Obus and Joshua Landes,
as principal executive officers of Wynnefield Capital, Inc., have an indirect beneficial ownership interest in the shares of
Common Stock that Wynnefield Small Cap Value Offshore Fund, Ltd. directly beneficially owns.
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(
5)
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As of March 12, 2009, the Reporting Person has an indirect beneficial ownership interest in 11,600 shares of Common Stock,
which are directly beneficially owned by Channel Partnership II, L.P., as members of a group under Section 13(d) of the
Exchange Act. Channel Partnership II, L.P., which maintains offices at the same address as the Reporting Person, is filing
this Form jointly with the Reporting Person. Nelson Obus, as the sole general partner of Channel Partnership II, L.P., has
an indirect beneficial ownership interest in the shares of Common Stock that Channel Partnership II, L.P. directly
beneficially owns.
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Remarks:
Each of the Reporting Owners identified in this statement disclaims beneficial ownership of the securities described in this
statement, except to the extent of their individual respective pecuniary interest in such securities. The filing of this
statement shall not be deemed an admission that any of the Reporting Owners identified in this statement are, for purposes
of Section 16 of the Exchange Act or otherwise, the beneficial owner of any securities specified in this statement other
than those directly beneficially owned by them.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Wynnefield Capital, Inc. Profit Sharing Plan
450 SEVENTH AVENUE
SUITE 509
NEW YORK, NY 10123
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X
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WYNNEFIELD PARTNERS SMALL CAP VALUE LP
450 SEVENTH AVENUE
SUITE 509
NEW YORK, NY 10123
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X
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WYNNEFIELD PARTNERS SMALL CAP VALUE LP I
450 SEVENTH AVENUE
SUITE 509
NEW YORK, NY 10123
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X
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WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND LTD
450 SEVENTH AVE
STE 509
NEW YORK, NY 10123
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X
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WYNNEFIELD CAPITAL MANAGEMENT LLC
450 SEVENTH AVE
STE 509
NEW YORK, NY 10123
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X
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WYNNEFIELD CAPITAL INC
450 SEVENTH AVENUE
SUITE 509
NEW YORK, NY 10123
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X
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CHANNEL PARTNERSHIP II L P
450 SEVENTH AVENUE
SUITE 509
NEW YORK, NY 10123
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X
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OBUS NELSON
450 SEVENTH AVENUE
SUITE 509
NEW YORK, NY 10123
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X
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LANDES JOSHUA
450 SEVENTH AVENUE
SUITE 509
NEW YORK, NY 10123
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X
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Signatures
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WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD., By: Wynnefield Capital, Inc., By: /s/ Nelson Obus, President
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3/12/2009
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**
Signature of Reporting Person
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Date
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WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P., By: Wynnefield Capital Management, LLC, General Partner, By: /s/ Nelson Obus, Managing Member
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3/12/2009
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**
Signature of Reporting Person
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Date
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WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I, By: Wynnefield Capital Management, LLC, General Partner, By: /s/ Nelson Obus, Managing Member
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3/12/2009
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**
Signature of Reporting Person
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Date
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WYNNEFIELD CAPITAL MANAGEMENT, LLC, By: /s/ Nelson Obus, Managing Member
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3/12/2009
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**
Signature of Reporting Person
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Date
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WYNNEFIELD CAPITAL, INC., By: /s/ Nelson Obus, President
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3/12/2009
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**
Signature of Reporting Person
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Date
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CHANNEL PARTNERSHIP II, L.P., By:/s/ Nelson Obus, General Partner
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3/12/2009
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**
Signature of Reporting Person
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Date
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WYNNEFIELD CAPITAL INC. PROFIT SHARING PLAN, By:/s/ Nelson Obus, General Partner
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3/12/2009
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**
Signature of Reporting Person
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Date
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/s/ Nelson Obus, individually
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3/12/2009
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**
Signature of Reporting Person
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Date
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/s/ Joshua Landes, individually
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3/12/2009
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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