CROWN CRAFTS INC — Director's Dealing 2010

Aug 2, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CROWN CRAFTS INC (CRWS)
CIK: 0000025895
Period of Report: 2010-07-29

Reporting Person: Elliott Olivia W. (VP and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-07-29	Common Stock	D	20000	$0.00	Disposed	67000	Direct
2010-07-29	Common Stock	A	20000	$0.00	Acquired	87000	Direct
2010-07-29	Common Stock	D	20000	$0.00	Disposed	67000	Direct
2010-07-29	Common Stock	A	20000	$0.00	Acquired	87000	Direct
2010-07-29	Common Stock	D	20000	$0.00	Disposed	67000	Direct
2010-07-29	Common Stock	A	20000	$0.00	Acquired	87000	Direct

Footnotes

F1: The two reported transactions reflect the amendment of an outstanding restricted stock award, resulting in the deemed cancellation of the restricted stock award originally granted June 23, 2010 and the grant of a replacement award for the same number of shares. The original restricted stock grant, made pursuant to the Issuer's 2006 Omnibus Incentive Plan, was amended by the replacement award to condition vesting on not only the trading price of the Issuer's common stock closing at or above $5.00 per share for ten (10) days during any thirty (30) consecutive trading day period prior to July 29, 2015 but also the grantee's remaining employed with the Issuer through July 29, 2015 (with certain exceptions). Unless previously vested, the restricted stock grant shall terminate on July 29, 2015.

F2: The two reported transactions reflect the amendment of an outstanding restricted stock award, resulting in the deemed cancellation of the restricted stock award originally granted June 23, 2010 and the grant of a replacement award for the same number of shares. The original restricted stock grant, made pursuant to the Issuer's 2006 Omnibus Incentive Plan, was amended by the replacement award to condition vesting on not only the trading price of the Issuer's common stock closing at or above $6.00 per share for ten (10) days during any thirty (30) consecutive trading day period prior to July 29, 2015 but also the grantee's remaining employed with the Issuer through July 29, 2015 (with certain exceptions). Unless previously vested, the restricted stock grant shall terminate on July 29, 2015.

F3: The two reported transactions reflect the amendment of an outstanding restricted stock award, resulting in the deemed cancellation of the restricted stock award originally granted June 23, 2010 and the grant of a replacement award for the same number of shares. The original restricted stock grant, made pursuant to the Issuer's 2006 Omnibus Incentive Plan, was amended by the replacement award to condition vesting on not only the trading price of the Issuer's common stock closing at or above $7.00 per share for ten (10) days during any thirty (30) consecutive trading day period prior to July 29, 2015 but also the grantee's remaining employed with the Issuer through July 29, 2015 (with certain exceptions). Unless previously vested, the restricted stock grant shall terminate on July 29, 2015.