Dolphin LTD Partnership I SC 13D/A JOHNSON OUTDOORS / DOLPHIN LTD PARTNERSHIP I ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 1)

(Final Corrected)

Johnson Outdoors, Inc.

(Name of Issuer)

Class A Common Stock, par value $.05 per share

 (Title of Class of Securities)

479167108

(CUSIP Number)

ABBE L. DIENSTAG, ESQ.

KRAMER, LEVIN, NAFTALIS & FRANKEL LLP

1177 Avenue of the Americas

New York, New York 10036

(212) 715-9100

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

June 3, 2010

(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 o.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.1 3d-7 for other parties to whom copies are to be sent.

SCHEDULE 13D

CUSIP No. 62543105 Page of  _ Pages

1	NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) DOLPHIN LIMITED PARTNERSHIP I, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)           T (b)           o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK 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 166,839
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 166,839

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 166,839
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.0%
14	TYPE OF REPORTING PERSON PN

*See Item 5.

2

SCHEDULE 13D

CUSIP No. 62543105 Page of  _ Pages

1	NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) DOLPHIN FINANCIAL PARTNERS, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)           T (b)           o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK 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 138,463
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER 138,463

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 138,463
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.66%
14	TYPE OF REPORTING PERSON* OO

*See Item 5.

3

SCHEDULE 13D

CUSIP No. 62543105 Page of  _ Pages

1	NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) DOLPHIN LIMITED PARTNERSHIP III, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)           T (b)           o
3	SEC USE ONLY
4	SOURCE OF FUNDS  WC
5	CHECK 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 108,843
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER 108,843

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 108,843
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.30%
14	TYPE OF REPORTING PERSON PN

*See Item 5.

4

SCHEDULE 13D

CUSIP No. 62543105 Page of  _ Pages

1	NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) DOLPHIN ASSOCIATES, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)           T (b)           o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK 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 166,839
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 166,839

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 166,839
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.0%
14	TYPE OF REPORTING PERSON OO

*See Item 5.

5

SCHEDULE 13D

CUSIP No. 62543105 Page of  _ Pages

1	NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) DOLPHIN HOLDINGS CORP.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)           T (b)           o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK 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 166,839
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 166,839

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 166,839
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.0%
14	TYPE OF REPORTING PERSON CO

*See Item 5.

6

SCHEDULE 13D

CUSIP No. 62543105 Page of  _ Pages

1	NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) DOLPHIN ASSOCIATES III, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)           T (b)           o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK 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 108,843
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 108,843

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 108,843
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.30%
14	TYPE OF REPORTING PERSON OO

*See Item 5.

7

SCHEDULE 13D

CUSIP No. 62543105 Page of  _ Pages

1	NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) DOLPHIN HOLDINGS CORP. III
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)           T (b)           o
3	SEC USE ONLY
4	SOURCE OF FUNDS* AF
5	CHECK 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 108,843
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 108,843

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 108,843
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.30%
14	TYPE OF REPORTING PERSON CO

*See Item 5.

8

SCHEDULE 13D

CUSIP No. 62543105 Page of  _ Pages

1	NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) DONALD T. NETTER
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)           T (b)           o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 414,145
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 414,145
	10	SHARED DISPOSITIVE POWER - 0 -

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 414,145
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.96%
14	TYPE OF REPORTING PERSON IN

*See Item 5.

9

Amendment No. 1 (Final Corrected) to Schedule 13D

This Amendment amends the Schedule 13D, dated May 22, 2009 (the “Schedule 13D”), filed by Dolphin Limited Partnership I, L.P., a Delaware limited partnership, Dolphin Financial Partners, L.L.C., a Delaware limited liability company, Dolphin Limited Partnership III, L.P., a Delaware limited partnership, Dolphin Associates, LLC, a Delaware limited liability company, Dolphin Holdings Corp, a Delaware corporation, Dolphin Associates III, LLC, a Delaware limited liability company, Dolphin Holdings Corp. III, a Delaware corporation, and Donald T. Netter, (collectively, “Dolphin”) with respect to the common stock, par value $0.05 per share (the “Common Stock”), of Johnson Outdoors, Inc. (the “Company”).

Item 4. Purpose of Transaction.

Item 4 of the Schedule 13D, “Purpose of Transaction,” is amended by adding the following to the end of the Item:

Dolphin expects to continue to monitor its investment in the Company and may in the future take any of the actions previously enumerated in response to this Item 4, including engaging in discussions with Company management, advocating strategic, business and financial change at the Company and altering its investment in the Company.

Item 5. Interest in Securities of the Issuer.

Item 5(a) of the Schedule 13D, “Interest in Securities of the Issuer,” is amended and restated in its entirety by the following:

(a)           The aggregate percentage of shares of Class A Common Stock reported owned by each person named herein is based upon 8,349,081 shares of Class A Common Stock outstanding on April 26, 2010, which is the total number of shares of Class A Common Stock reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended April 2, 2010.

As of the date hereof, the Reporting Persons collectively own an aggregate of 414,145 Shares, constituting approximately 4.96% of the Shares outstanding.

As of the date hereof, Dolphin I beneficially owns 166,839 Shares, constituting 2.00% of the Class A Common Stock outstanding.  Dolphin Associate, as the general partner of Dolphin I, Dolphin Holdings, as the managing member of Dolphin Associates, and Mr. Netter, as the Chairman, Chief Executive Officer, President and Senior Managing Director of Dolphin Holdings, may be deemed to beneficially own the Shares owned by Dolphin I.

As of the date hereof, Dolphin III owns 108,843 Shares, constituting approximately 1.30% of the Class A Common Stock outstanding.  Dolphin Associates III, as the general partner of Dolphin III, Dolphin Holdings III, as the managing member of Dolphin Associates III, and Mr. Netter, as the Chief Executive Officer, President and Senior Managing Director of Dolphin Holdings III, may be deemed to beneficially own the owned by Dolphin III.

As of the date hereof, Dolphin Financial Partners owns 138,463 Shares, constituting 1.66% of the Class A Common Stock outstanding.  Mr. Netter, as the Manager of Dolphin Financial Partners, may be deemed to beneficially own the Shares owned by Dolphin Financial Partners.

10

Each of Dolphin I, Dolphin Financial Partners, Dolphin III, Dolphin Associates, Dolphin Holdings, Dolphin Associates III, Dolphin Holdings III and Mr. Netter disclaims beneficial ownership of the Shares owned in the aggregate by the other members of the group, except to the extent of its or his pecuniary interest therein.

Item 5(c) of the Schedule 13D, “Interest in Securities of the Issuer,” is amended by adding the following to the end of the Item:

Except as set forth on Schedule A, no person identified in Item 2 has effected any transaction in shares of Common Stock in the past 60 days.

Item 5(e) of the Schedule 13D, “Interest in Securities of the Issuer,” is amended and restated in its entirety by the following:

On June 3, 2010, the Reporting Entities ceased to beneficially own more than 5% of the outstanding Common Stock.  Accordingly, this Amendment No. 1 is the final amendment to the Schedule 13D and is an exit filing.

11

SIGNATURES

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

Dated: June 4, 2010	DOLPHIN LIMITED PARTNERSHIP I, L.P.
	By:	Dolphin Associates, LLC
		General Partner
	By:	Dolphin Holdings Corp.
		Managing Member
	By:	/s/ Donald T. Netter
		Donald T. Netter
		Chairman, Chief Executive Officer, President and Senior Managing Director
	DOLPHIN LIMITED PARTNERSHIP III, L.P.
	By:	Dolphin Associates III, LLC
		General Partner
	By:	Dolphin Holdings Corp. III
		Managing Member
	By:	/s/ Justin A. Orlando
		Justin A. Orlando
		Vice President, Managing Director
	DOLPHIN FINANCIAL PARTNERS, L.L.C.
	By:	/s/ Donald T. Netter
		Donald T. Netter
		Manager
	DOLPHIN ASSOCIATES, LLC
	By:	Dolphin Holdings Corp.
		Managing Member
	By:	/s/ Donald T. Netter
		Donald T. Netter
		Chairman, Chief Executive Officer, President and Senior Managing Director

12

DOLPHIN ASSOCIATES III, LLC
By:	Dolphin Holdings Corp. III
	Managing Member
By:	/s/ Justin A. Orlando
	Justin A. Orlando
	Vice President and Managing Director
DOLPHIN HOLDINGS CORP.
By:	/s/ Donald T. Netter
	Donald T. Netter
	Chairman, Chief Executive Officer, President and Senior Managing Director
DOLPHIN HOLDINGS CORP. III
By:	/s/ Justin A. Orlando
	Justin A. Orlando
	Vice President and Managing Director
/s/ Donald T. Netter
DONALD T. NETTER

13

SCHEDULE A

Transactions in the Shares During the Past 60 Days

DOLPHIN LIMITED PARTNERSHIP I, L.P.

Class of Security	Securities Sold		Price ($)		Date of Sale
Class A Common Stock		3,262		13.1406	4/30/2010
Class A Common Stock		26		12.5000	5/14/2010
Class A Common Stock		48		12.5000	5/17/2010
Class A Common Stock		517		12.4800	5/19/2010
Class A Common Stock		201		12.4800	5/20/2010
Class A Common Stock		1,864		12.6315	5/21/2010
Class A Common Stock		1,329		13.1458	5/24/2010
Class A Common Stock		1,719		13.5686	5/25/2010
Class A Common Stock		2,181		14.4191	5/26/2010
Class A Common Stock		2,462		14.4925	5/27/2010
Class A Common Stock		1,258		14.4874	5/28/2010
Class A Common Stock		1,813		14.5289	6/1/2010
Class A Common Stock		2,042		14.1097	6/3/2010
Class A Common Stock		239		13.3554	6/4/2010

DOLPHIN LIMITED PARTNERSHIP III, L.P.

Class of Security	Securities Sold		Price ($)		Date of Sale
Class A Common Stock		2,127		13.1406	4/30/2010
Class A Common Stock		17		12.5000	5/14/2010
Class A Common Stock		369		12.4800	5/19/2010
Class A Common Stock		131		12.4800	5/20/2010
Class A Common Stock		1,216		12.6315	5/21/2010
Class A Common Stock		867		13.1458	5/24/2010
Class A Common Stock		1,121		13.5686	5/25/2010
Class A Common Stock		1,415		14.4191	5/26/2010
Class A Common Stock		1,606		14.4925	5/27/2010
Class A Common Stock		821		14.4874	5/28/2010
Class A Common Stock		1,183		14.5289	6/1/2010
Class A Common Stock		201		14.4950	6/2/2010
Class A Common Stock		1,127		14.1097	6/3/2010
Class A Common Stock		156		13.3554	6/4/2010

14

DOLPHIN FINANCIAL PARTNERS, L.L.C.

Class of Security	Securities Sold		Price ($)		Date of Sale
Class A Common Stock		2,711		13.1406	4/30/2010
Class A Common Stock		21		12.5000	5/14/2010
Class A Common Stock		136		12.5000	5/18/2010
Class A Common Stock		334		12.4800	5/19/2010
Class A Common Stock		168		12.4800	5/20/2010
Class A Common Stock		1,549		12.6315	5/21/2010
Class A Common Stock		1,104		13.1458	5/24/2010
Class A Common Stock		1,427		13.5686	5/25/2010
Class A Common Stock		1,805		14.4191	5/26/2010
Class A Common Stock		2,042		14.4925	5/27/2010
Class A Common Stock		1,044		14.4874	5/28/2010
Class A Common Stock		1,504		14.5289	6/1/2010
Class A Common Stock		1,694		14.1097	6/3/2010
Class A Common Stock		198		13.3554	6/4/2010

15