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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
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DELTA APPAREL, INC (Name of Issuer) |
Common stock, $0.01 par value (Title of Class of Securities) |
247368103 (CUSIP Number) |
Forager Fund, L.P. Attn: Edward Kissel, 2025 3rd Ave. N, Suite 350 Birmingham, AL, 35203 205-383-4763 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
09/09/2024 (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.
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 (“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).
SCHEDULE 13D
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| CUSIP No. | 247368103 |
| 1 |
Name of reporting person
Forager Fund, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| CUSIP No. | 247368103 |
| 1 |
Name of reporting person
Forager Capital Management, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
100.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA |
SCHEDULE 13D
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| CUSIP No. | 247368103 |
| 1 |
Name of reporting person
Kissel Edward Urban | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
100.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC, IN |
SCHEDULE 13D
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| CUSIP No. | 247368103 |
| 1 |
Name of reporting person
MacArthur Robert Symmes | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
100.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC, IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common stock, $0.01 par value |
| (b) | Name of Issuer:
DELTA APPAREL, INC |
| (c) | Address of Issuer's Principal Executive Offices:
2750 PREMIER PKWY., 2750 PREMIER PKWY., DULUTH,
GEORGIA
, 30097. |
| Item 2. | Identity and Background |
| (a) | This Amendment No. 5 to the joint statement on Schedule 13D with respect to the common stock, par value $0.01 per share (the "Common Stock"), of Delta Apparel, Inc., a Georgia corporation (the "Issuer"), filed by Forager Fund, LP, Forager Capital Management, LLC, Edward Kissel, Robert MacArthur and Timothy Brog on October 10, 2023, as amended by Amendment No. 1 on Schedule 13D with respect to the Common Stock filed by Forager Fund, LP, Forager Capital Management, LLC, Edward Kissel, Robert MacArthur and Timothy Brog on October 13, 2023, as amended by Amendment No. 2 on Schedule 13D with respect to the Common Stock filed by Forager Fund, LP, Forager Capital Management, LLC, Edward Kissel, Robert MacArthur and Timothy Brog on November 13, 2023, as amended by Amendment No. 3 on Schedule 13D with respect to the Common Stock filed by Forager Fund, LP, Forager Capital Management, LLC, Edward Kissel and Robert MacArthur on December 21, 2023, and as amended by Amendment No. 4 on Schedule 13D with respect to the Common Stock filed by Forager Fund, LP, Forager Capital Management, LLC, Edward Kissel and Robert MacArthur on January 3, 2024 (such joint statement, as so amended and as amended herein, the "Schedule 13D"), amends the Schedule 13D as follows: |
| (b) | This Amendment No. 5 to the joint statement on Schedule 13D with respect to the common stock, par value $0.01 per share (the "Common Stock"), of Delta Apparel, Inc., a Georgia corporation (the "Issuer"), filed by Forager Fund, LP, Forager Capital Management, LLC, Edward Kissel, Robert MacArthur and Timothy Brog on October 10, 2023, as amended by Amendment No. 1 on Schedule 13D with respect to the Common Stock filed by Forager Fund, LP, Forager Capital Management, LLC, Edward Kissel, Robert MacArthur and Timothy Brog on October 13, 2023, as amended by Amendment No. 2 on Schedule 13D with respect to the Common Stock filed by Forager Fund, LP, Forager Capital Management, LLC, Edward Kissel, Robert MacArthur and Timothy Brog on November 13, 2023, as amended by Amendment No. 3 on Schedule 13D with respect to the Common Stock filed by Forager Fund, LP, Forager Capital Management, LLC, Edward Kissel and Robert MacArthur on December 21, 2023, and as amended by Amendment No. 4 on Schedule 13D with respect to the Common Stock filed by Forager Fund, LP, Forager Capital Management, LLC, Edward Kissel and Robert MacArthur on January 3, 2024 (such joint statement, as so amended and as amended herein, the "Schedule 13D"), amends the Schedule 13D as follows: |
| (c) | This Amendment No. 5 to the joint statement on Schedule 13D with respect to the common stock, par value $0.01 per share (the "Common Stock"), of Delta Apparel, Inc., a Georgia corporation (the "Issuer"), filed by Forager Fund, LP, Forager Capital Management, LLC, Edward Kissel, Robert MacArthur and Timothy Brog on October 10, 2023, as amended by Amendment No. 1 on Schedule 13D with respect to the Common Stock filed by Forager Fund, LP, Forager Capital Management, LLC, Edward Kissel, Robert MacArthur and Timothy Brog on October 13, 2023, as amended by Amendment No. 2 on Schedule 13D with respect to the Common Stock filed by Forager Fund, LP, Forager Capital Management, LLC, Edward Kissel, Robert MacArthur and Timothy Brog on November 13, 2023, as amended by Amendment No. 3 on Schedule 13D with respect to the Common Stock filed by Forager Fund, LP, Forager Capital Management, LLC, Edward Kissel and Robert MacArthur on December 21, 2023, and as amended by Amendment No. 4 on Schedule 13D with respect to the Common Stock filed by Forager Fund, LP, Forager Capital Management, LLC, Edward Kissel and Robert MacArthur on January 3, 2024 (such joint statement, as so amended and as amended herein, the "Schedule 13D"), amends the Schedule 13D as follows: |
| (d) | This Amendment No. 5 to the joint statement on Schedule 13D with respect to the common stock, par value $0.01 per share (the "Common Stock"), of Delta Apparel, Inc., a Georgia corporation (the "Issuer"), filed by Forager Fund, LP, Forager Capital Management, LLC, Edward Kissel, Robert MacArthur and Timothy Brog on October 10, 2023, as amended by Amendment No. 1 on Schedule 13D with respect to the Common Stock filed by Forager Fund, LP, Forager Capital Management, LLC, Edward Kissel, Robert MacArthur and Timothy Brog on October 13, 2023, as amended by Amendment No. 2 on Schedule 13D with respect to the Common Stock filed by Forager Fund, LP, Forager Capital Management, LLC, Edward Kissel, Robert MacArthur and Timothy Brog on November 13, 2023, as amended by Amendment No. 3 on Schedule 13D with respect to the Common Stock filed by Forager Fund, LP, Forager Capital Management, LLC, Edward Kissel and Robert MacArthur on December 21, 2023, and as amended by Amendment No. 4 on Schedule 13D with respect to the Common Stock filed by Forager Fund, LP, Forager Capital Management, LLC, Edward Kissel and Robert MacArthur on January 3, 2024 (such joint statement, as so amended and as amended herein, the "Schedule 13D"), amends the Schedule 13D as follows: |
| (e) | This Amendment No. 5 to the joint statement on Schedule 13D with respect to the common stock, par value $0.01 per share (the "Common Stock"), of Delta Apparel, Inc., a Georgia corporation (the "Issuer"), filed by Forager Fund, LP, Forager Capital Management, LLC, Edward Kissel, Robert MacArthur and Timothy Brog on October 10, 2023, as amended by Amendment No. 1 on Schedule 13D with respect to the Common Stock filed by Forager Fund, LP, Forager Capital Management, LLC, Edward Kissel, Robert MacArthur and Timothy Brog on October 13, 2023, as amended by Amendment No. 2 on Schedule 13D with respect to the Common Stock filed by Forager Fund, LP, Forager Capital Management, LLC, Edward Kissel, Robert MacArthur and Timothy Brog on November 13, 2023, as amended by Amendment No. 3 on Schedule 13D with respect to the Common Stock filed by Forager Fund, LP, Forager Capital Management, LLC, Edward Kissel and Robert MacArthur on December 21, 2023, and as amended by Amendment No. 4 on Schedule 13D with respect to the Common Stock filed by Forager Fund, LP, Forager Capital Management, LLC, Edward Kissel and Robert MacArthur on January 3, 2024 (such joint statement, as so amended and as amended herein, the "Schedule 13D"), amends the Schedule 13D as follows: |
| (f) | This Amendment No. 5 to the joint statement on Schedule 13D with respect to the common stock, par value $0.01 per share (the "Common Stock"), of Delta Apparel, Inc., a Georgia corporation (the "Issuer"), filed by Forager Fund, LP, Forager Capital Management, LLC, Edward Kissel, Robert MacArthur and Timothy Brog on October 10, 2023, as amended by Amendment No. 1 on Schedule 13D with respect to the Common Stock filed by Forager Fund, LP, Forager Capital Management, LLC, Edward Kissel, Robert MacArthur and Timothy Brog on October 13, 2023, as amended by Amendment No. 2 on Schedule 13D with respect to the Common Stock filed by Forager Fund, LP, Forager Capital Management, LLC, Edward Kissel, Robert MacArthur and Timothy Brog on November 13, 2023, as amended by Amendment No. 3 on Schedule 13D with respect to the Common Stock filed by Forager Fund, LP, Forager Capital Management, LLC, Edward Kissel and Robert MacArthur on December 21, 2023, and as amended by Amendment No. 4 on Schedule 13D with respect to the Common Stock filed by Forager Fund, LP, Forager Capital Management, LLC, Edward Kissel and Robert MacArthur on January 3, 2024 (such joint statement, as so amended and as amended herein, the "Schedule 13D"), amends the Schedule 13D as follows: |
| Item 3. | Source and Amount of Funds or Other Consideration |
The Reporting Persons have acquired beneficial ownership of an aggregate of 100 shares of Common Stock for $704.50 using working capital from the GP. | |
| Item 4. | Purpose of Transaction |
The Reporting Persons have acquired beneficial ownership of an aggregate of 100 shares of Common Stock for $704.50 using working capital from the GP. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The percentages of beneficial ownership reported in this Item 5, and on each Reporting Person's cover page to this Schedule 13D, are based on a total of 7,051,153 shares of Common Stock issued and outstanding as of May 7, 2024, as reported in the Issuer's quarterly report on Form 10-Q for the quarterly period ended March 30, 2024. All of the share numbers reported herein are as of January 8, 2025, unless otherwise indicated. The number of shares beneficially owned by each Reporting Person has not changed since the date of event that requires filing of this Amendment. Each Reporting Person's cover page to this Schedule 13D for is incorporated by reference into this Item 5(a, b).
The Reporting Persons, in the aggregate, beneficially own 100 shares of Common Stock of the Issuer, representing approximately 0.0% of such class of securities. The beneficial ownership of each Reporting Person is as follows: (i) the Fund beneficially owns 0 shares of Common Stock representing 0% of the class; (ii) the GP beneficially owns 100 shares of Common Stock representing approximately 0.0% of the class; (iii) Mr. Kissel, as the managing partner of the GP, beneficially owns 100 shares of Common Stock representing approximately 0.0% of the class; and (iv) Mr. MacArthur, as the managing partner of the GP, beneficially owns 100 shares of Common Stock representing approximately 0.0% of the class. Each of the Fund and the GP has the sole power to vote and dispose of the shares of Common Stock beneficially owned by such entity (as described above). Each of Mr. Kissel and Mr. MacArthur has the shared power to vote and dispose of the shares of Common Stock beneficially owned by such person (as described above). |
| (b) | The percentages of beneficial ownership reported in this Item 5, and on each Reporting Person's cover page to this Schedule 13D, are based on a total of 7,051,153 shares of Common Stock issued and outstanding as of May 7, 2024, as reported in the Issuer's quarterly report on Form 10-Q for the quarterly period ended March 30, 2024. All of the share numbers reported herein are as of January 8, 2025, unless otherwise indicated. The number of shares beneficially owned by each Reporting Person has not changed since the date of event that requires filing of this Amendment. Each Reporting Person's cover page to this Schedule 13D for is incorporated by reference into this Item 5(a, b).
The Reporting Persons, in the aggregate, beneficially own 100 shares of Common Stock of the Issuer, representing approximately 0.0% of such class of securities. The beneficial ownership of each Reporting Person is as follows: (i) the Fund beneficially owns 0 shares of Common Stock representing 0% of the class; (ii) the GP beneficially owns 100 shares of Common Stock representing approximately 0.0% of the class; (iii) Mr. Kissel, as the managing partner of the GP, beneficially owns 100 shares of Common Stock representing approximately 0.0% of the class; and (iv) Mr. MacArthur, as the managing partner of the GP, beneficially owns 100 shares of Common Stock representing approximately 0.0% of the class. Each of the Fund and the GP has the sole power to vote and dispose of the shares of Common Stock beneficially owned by such entity (as described above). Each of Mr. Kissel and Mr. MacArthur has the shared power to vote and dispose of the shares of Common Stock beneficially owned by such person (as described above). |
| (c) | Except as otherwise described in this Schedule 13D, no Reporting Person, other than the Fund as set forth in the table below, effected any transaction in the Common Stock since January 3, 2024 (the date of the filing of Amendment No. 4 to the Schedule 13D):
Date of Sale
09/09/2024
Shares Sold (#)
579,426
Sale Price per Share ($)
$ 0.0005
The above-listed transactions were conducted in the ordinary course of business on the open market for cash, and the sale prices do not reflect brokerage commissions paid. |
| (d) | none. |
| (e) | On September 9, 2024, each Reporting Person ceased to be the beneficial owner of more than five percent of the outstanding shares of Common Stock. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
none. | |
| Item 7. | Material to be Filed as Exhibits. |
none. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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