CROWN CRAFTS INC — Director's Dealing 2012

Nov 30, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CROWN CRAFTS INC (CRWS)
CIK: 0000025895
Period of Report: 2012-11-30

Reporting Person: CHESTNUT E RANDALL (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-11-30	Common Stock	D	75000	$0.00	Disposed	601429	Direct
2012-11-30	Common Stock	A	75000	$0.00	Acquired	676429	Direct
2012-11-30	Common Stock	F	26319	$5.82	Disposed	650110	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 to the Reporting Person on June 23, 2010 and the grant of a replacement award for the same number of shares. The prior restricted stock award, made pursuant to the Issuer's 2006 Omnibus Incentive Plan, with the condition to vesting that the trading price of the Issuer's common stock close at or above $5.00 per share for ten (10) days during any thirty (30) consecutive trading day period prior to July 29, 2015 having been met, was amended by the replacement award to provide that 62,000 shares of the common stock subject to such award shall be vested as of November 30, 2012. The vesting date of the award's remaining 13,000 shares remains July 29, 2015.

F2: This transaction represents the withholding of 26,319 shares of common stock to satisfy the tax withholding obligations incurred by the Reporting Person upon the vesting of a portion of the restricted stock award of 75,000 shares of common stock originally awarded to the Reporting Person on June 23, 2010 and amended on November 30, 2012 to accelerate the vesting of 62,000 of such shares from July 29, 2015 to November 30, 2012. The purpose of the amendment is to accelerate the vesting of a portion of the grant into the Issuer's current taxable year in order to preserve the deductibility of such amount to the Issuer for income tax purposes.