Philip R Broenniman Form 3 CSS INDUSTRIES / Philip R Broenniman ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:	3235-0104
Estimated average burden
hours per response:	0.5

1. Name and Address of Reporting Person^*

Broenniman Philip R

(Last) (First) (Middle)

C/O CSS INDUSTRIES, INC.

450 PLYMOUTH ROAD, SUITE 300

(Street)

PLYMOUTH MEETING PA 19462

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/29/2019

3. Issuer Name and Ticker or Trading Symbol
CSS INDUSTRIES INC [ CSS ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock ($.10 par value)	100	D
Common Stock ($.10 par value)	360,550	I	By Stone Bay Varana I LP(1)
Common Stock ($.10 par value)	100	I	By Varana Capital Focused, LP(1)
Common Stock ($.10 par value)	100	I	By Varana Capital Partners, LP(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The Reporting Person is the Managing Partner of Varana Capital, LLC ("Varana Capital"), which, in turn, is the investment manager of and has dispositive control over the shares held by each of Stone Bay Varana I LP, Varana Capital Focused, LP, and Varana Capital Partners, LP. By virtue of these relationships, in addition to the shares he holds personally, the Reporting Person may be deemed to beneficially own the shares held by each of Stone Bay Varana I LP, Varana Capital Focused, LP, and Varana Capital Partners, LP.

Remarks:

	Michael A. Santivasci, Attorney in Fact	07/09/2019
	** 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 5 (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.