| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol HG Holdings, Inc. [ STLY ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 12/08/2021 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock, par value $0.02 per share | 703,019(1)(2) | I | Hale Partnership Fund, L.P. | |||||||
| Common Stock, par value $0.02 per share | 97,678(1)(2) | I | Clark - Hale Fund, L.P. | |||||||
| Common Stock, par value $0.02 per share | 30,245(1)(2) | I | MGEN II - Hale Fund, L.P. | |||||||
| Common Stock, par value $0.02 per share | 1,900(1)(2) | I | Smith - Hale Fund, L.P. | |||||||
| Common Stock, par value $0.02 per share | 12/08/2021 | P | 500 | A | $10.1 | 500(1)(2) | I | Dickinson - Hale Fund, L.P. | ||
| Common Stock, par value $0.02 per share | 12/09/2021 | P | 800 | A | $10 | 1,300(1)(2) | I | Dickinson - Hale Fund, L.P. | ||
| Common Stock, par value $0.02 per share | 12/10/2021 | P | 700 | A | $10.05 | 2,000(1)(2) | I | Dickinson - Hale Fund, L.P. | ||
| Common Stock, par value $0.02 per share | 12/10/2021 | P | 700 | A | $10 | 2,700(1)(2) | I | Dickinson - Hale Fund, L.P. | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Hale Partnership Capital Advisors, LLC ("Hale GP"), as the general partner to each of Hale Partnership Fund, L.P., Clark - Hale Fund, L.P., MGEN II - Hale Fund, L.P., Smith - Hale Fund, L.P. and Dickinson - Hale Fund, L.P. (collectively, the "Hale Funds"), Hale Partnership Capital Management, LLC ("Hale Advisor"), as the investment manager to each of the Hale Funds, and Steven A. Hale II ("Mr. Hale"), as a principal of each of Hale GP and Hale Advisor, may be deemed to be beneficial owners of the shares held directly by the Hale Funds. Mr. Hale is the Chairman and Chief Executive Officer and a director of HG Holdings, Inc. (the "Company"). Each of Hale GP, Hale Advisor and Mr. Hale disclaims beneficial ownership of the shares referred to herein, except to the extent of its or his pecuniary interest therein. |
| 2. Does not include (i) 27,777 shares of Common Stock held directly by Mr. Hale pursuant to a restricted stock award granted to him in his individual capacity as Chairman and Chief Executive Officer of the Company or (ii) 139,326 shares of Common Stock held in a discretionary separately managed account for which Hale Advisor serves as investment manager. |
| Remarks: |
| /s/ Steven A. Hale II, Manager, on behalf of Hale Partnership Capital Management, LLC 12/10/2021 /s/ Steven A. Hale II, Manager of Hale Partnership Capital Advisors, LLC, its General Partner, on behalf of Hale Partnership Fund, L.P. 12/10/2021 |
| /s/ Steven A. Hale II | 12/10/2021 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||
