CROWN CRAFTS INC — Director's Dealing 2013

Nov 7, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CROWN CRAFTS INC (CRWS)
CIK: 0000025895
Period of Report: 2013-11-05

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-11-05	Common Stock	D	13000	$0.00	Disposed	659750	Direct
2013-11-05	Common Stock	A	13000	$0.00	Acquired	672750	Direct
2013-11-05	Common Stock	F	6234	$7.53	Disposed	666516	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 granted to the Reporting Person on November 30, 2012 (as a deemed grant date resulting from the amendment, and deemed cancellation and replacement, on that date of an award originally granted to the Reporting Person on June 29, 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 all 13,000 shares of the common stock subject to such award shall be vested as of November 5, 2013.

F2: This transaction represents the withholding of 6,234 shares of common stock to satisfy the tax withholding obligations incurred by the Reporting Person upon the vesting of the restricted stock award of 13,000 shares of common stock awarded to the Reporting Person on the deemed grant date of November 30, 2012 and amended on November 5, 2013 to accelerate the vesting of such shares from July 29, 2015 to November 5, 2013. 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.