Item 1(a). | Name of Issuer: |
Crown Crafts, Inc. (the “Issuer”)
Item 1(b). | Address of Issuer’s Principal Executive Offices: |
916 South Burnside Avenue, Gonzales, LA 70737
Item 2(a). | Name of Person Filing: |
This Schedule 13G is being jointly filed by Moab Partners, L.P. (“Moab LP”), Moab Capital Partners, LLC (“Moab LLC”), and Michael M. Rothenberg. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”
Moab LLC is the investment adviser to Moab LP. Mr. Rothenberg is an owner and a Managing Member of Moab LLC. By virtue of these relationships, each of Moab LLC and Mr. Rothenberg may be deemed to beneficially own the Shares (as defined below) owned directly by Moab LP.
Item 2(b). | Address of Principal Business Office or, if none, Residence: |
The principal business office of each of the Reporting Persons is 15 East 62nd Street, New York, New York 10065.
Each of Moab LP and Moab LLC is organized under the laws of the State of Delaware. Mr. Rothenberg is a citizen of the United States of America.
Item 2(d). | Title of Class of Securities: |
Common Stock, $0.01 par value (the “Shares”)
228309100
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: |
| (a) | / / | Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o). |
| (b) | / / | Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c). |
| (c) | / / | Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c). |
| (d) | / / | Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
| (e) | / x / | Investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E).* |
| (f) | / / | Employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F). |
| (g) | / x / | Parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G).** |
| (h) | / / | Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). |
| (i) | / / | Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3). |
| (j) | / / | Non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J). |
| (k) | / / | Group, in accordance with Section 240.13d-1(b)(1)(ii)(J). |
| * Moab LLC is an investment adviser in accordance with §240.13d-1(b)(1)(ii)(E). |
| ** Mr. Rothenberg is a control person of Moab LLC in accordance with §240.13d-1(b)(1)(ii)(G). |
All ownership information reported in this Item 4 is as of the close of business on October 15, 2015.
Moab LP
| (a) | Amount beneficially owned: |
| 5.5% (based upon 9,963,347 Shares outstanding, which is the total number of Shares outstanding as of July 31, 2015 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 12, 2015) |
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote |
| (ii) | Shared power to vote or to direct the vote |
| (iii) | Sole power to dispose or to direct the disposition of |
| (iv) | Shared power to dispose or to direct the disposition of |
Moab LLC
| (a) | Amount beneficially owned: |
| 5.5% (based upon 9,963,347 Shares outstanding, which is the total number of Shares outstanding as of July 31, 2015 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 12, 2015) |
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote |
| (ii) | Shared power to vote or to direct the vote |
| (iii) | Sole power to dispose or to direct the disposition of |
| (iv) | Shared power to dispose or to direct the disposition of |
Mr. Rothenberg
| (a) | Amount beneficially owned: |
| 5.5% (based upon 9,963,347 Shares outstanding, which is the total number of Shares outstanding as of July 31, 2015 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 12, 2015) |
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote |
| (ii) | Shared power to vote or to direct the vote |
| (iii) | Sole power to dispose or to direct the disposition of |
| (iv) | Shared power to dispose or to direct the disposition of |
The Shares are owned directly by Moab LP. Moab LLC, as the investment adviser to Moab LP, may be deemed to beneficially own the Shares owned directly by Moab LP. Mr. Rothenberg, as an owner and a Managing Member of Moab LLC, may be deemed to beneficially own the Shares owned directly by Moab LP.
The filing of this Schedule 13G shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any of the Shares reported herein. Each of the Reporting Persons specifically disclaims beneficial ownership of the Shares reported herein that are not directly owned by such Reporting Person.
Item 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].
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. |
See Exhibit 99.1
Item 9. | Notice of Dissolution of Group. |
Not Applicable.
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, other than activities solely in connection with a nomination under § 240.14a-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: October 15, 2015 | |
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| MOAB PARTNERS, L.P. |
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| By: | Moab Capital Partners, LLC, its Investment Adviser |
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| By: | /s/ Michael M. Rothenberg |
| | Name: | Michael M. Rothenberg |
| | Title: | Managing Director |
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| MOAB CAPITAL PARTNERS, LLC |
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| By: | /s/ Michael M. Rothenberg |
| | Name: | Michael M. Rothenberg |
| | Title: | Managing Director |
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| /s/ Michael M. Rothenberg |
| MICHAEL M. ROTHENBERG |