CROWN CRAFTS INC — Major Shareholding Notification 2011

Apr 6, 2011

SC 13D/A 1 dsc13da.htm AMENDMENT NO. 2 TO SCHEDULE 13D Amendment No. 2 to Schedule 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Crown Crafts, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

228309100

(CUSIP Number)

Mill Road Capital, L.P. Attn: Thomas E. Lynch 382 Greenwich Avenue Suite One Greenwich, CT 06830 203-987-3500 With a copy to: Peter M. Rosenblum, Esq. Foley Hoag LLP 155 Seaport Blvd. Boston, MA 02210 617-832-1151

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

April 5, 2011

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are sent.

• The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 228309100 13D Page 2 of 8 Pages

1.	Names of Reporting Persons. Thomas E. Lynch
2.	Check the Appropriate Box if a
Member of a Group (See Instructions) (a) ¨ (b) ¨
3.	SEC Use Only
4.	Source of Funds (See
Instructions) OO
5.	Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of
Organization USA
Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power
	8.	Shared Voting Power 940,799
	9.	Sole Dispositive Power
	10.	Shared Dispositive Power 940,799
11.	Aggregate Amount Beneficially
Owned by Each Reporting Person 940,799
12.	Check if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions) ¨
13.	Percent of Class Represented by
Amount in Row (11) 9.8%
14.	Type of Reporting Person (See
Instructions) HC; IN

CUSIP No. 228309100 13D Page 3 of 8 Pages

1.	Names of Reporting Persons. Scott P. Scharfman
2.	Check the Appropriate Box if a
Member of a Group (See Instructions) (a) ¨ (b) ¨
3.	SEC Use Only
4.	Source of Funds (See
Instructions) OO
5.	Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of
Organization USA
Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power
	8.	Shared Voting Power 940,799
	9.	Sole Dispositive Power
	10.	Shared Dispositive Power 940,799
11.	Aggregate Amount Beneficially
Owned by Each Reporting Person 940,799
12.	Check if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions) ¨
13.	Percent of Class Represented by
Amount in Row (11) 9.8%
14.	Type of Reporting Person (See
Instructions) HC; IN

CUSIP No. 228309100 13D Page 4 of 8 Pages

1.	Names of Reporting Persons Mill Road Capital GP LLC
2.	Check the Appropriate Box if a
Member of a Group (See Instructions) (a) ¨ (b) ¨
3.	SEC Use Only
4.	Source of Funds (See
Instructions) OO
5.	Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of
Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power 940,799
	8.	Shared Voting Power
	9.	Sole Dispositive Power 940,799
	10.	Shared Dispositive Power
11.	Aggregate Amount Beneficially
Owned by Each Reporting Person 940,799
12.	Check if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions) ¨
13.	Percent of Class Represented by
Amount in Row (11) 9.8%
14.	Type of Reporting Person (See
Instructions) HC; OO

CUSIP No. 228309100 13D Page 5 of 8 Pages

1.	Names of Reporting Persons. Mill Road Capital, L.P.
2.	Check the Appropriate Box if a
Member of a Group (See Instructions) (a) ¨ (b) ¨
3.	SEC Use Only
4.	Source of Funds (See
Instructions) WC
5.	Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of
Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power 940,799
	8.	Shared Voting Power
	9.	Sole Dispositive Power 940,799
	10.	Shared Dispositive Power
11.	Aggregate Amount Beneficially
Owned by Each Reporting Person 940,799
12.	Check if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions) ¨
13.	Percent of Class Represented by
Amount in Row (11) 9.8%
14.	Type of Reporting Person (See
Instructions) PN

CUSIP No. 228309100 Page 6 of 8 Pages

This Amendment No. 2 to the joint statement on Schedule 13D filed by the undersigned on January 31, 2011, with respect to the common stock, par value $0.01 per share, of Crown Crafts, Inc., a Delaware corporation (the “ Initial Filing ”), as amended by Amendment No. 1 on Schedule 13D filed by the undersigned on February 25, 2011 (the Initial Filing, as so amended, the “ Schedule 13D ”), amends and supplements the Schedule 13D as follows:

1. Item 3 of the Schedule 13D shall hereby be amended and restated in full as follows:

“ Item 3. Source and Amount of Funds or Other Consideration

The Reporting Persons have acquired beneficial ownership of an aggregate of 940,799 shares of Common Stock for $3,920,960.32 using working capital from the Fund and the proceeds of margin loans under margin loan facilities maintained in the ordinary course of business by the Fund with a broker on customary terms and conditions.”

1. Items 5(a) and 5(b) of the Schedule 13D shall hereby be amended and restated in full as follows:

“(a, b) The percentages of beneficial ownership reported in this Item 5, and on each Reporting Person’s cover page to this Schedule 13D, are based on a total of 9,581,446 shares of the Common Stock issued and outstanding as of January 28, 2011, as reported in the most recent quarterly report of the Issuer on Form 10-Q for the fiscal quarter ended December 26, 2010. All of the share numbers reported below, and on each Reporting Person’s cover page to this Schedule 13D, are as of April 6, 2011, unless otherwise indicated. The cover page to this Schedule 13D for each Reporting Person is incorporated by reference in its entirety into this Item 5(a, b).

The Fund directly holds, and thus has sole voting and dispositive power over, 940,799 shares of Common Stock. The GP, as sole general partner of the Fund, also has sole voting and dispositive power over these shares, and each of Messrs. Lynch and Scharfman has the shared authority to vote and dispose of these shares on behalf of the Fund. Accordingly, each of the Reporting Persons beneficially owns 940,799 shares of Common Stock, or approximately 9.8% of the outstanding shares of Common Stock, and the Reporting Persons beneficially own, in the aggregate, 940,799 shares of Common Stock, or approximately 9.8% of the outstanding shares of Common Stock.”

1. Item 5(c) of the Schedule 13D shall hereby be amended and restated in full as follows:

“(c) No Reporting Person, other than the Fund as set forth in the table below, effected any transaction in shares of the Common Stock from February 25, 2011 (the day after the filing of Amendment No.1 to this Schedule 13D) until April 6, 2011:

Date of Transaction		Avg. Price per Share ($)
3/14/2011	3,500	$ 4.8580
3/15/2011	18,600	$ 4.7900

CUSIP No. 228309100 Page 7 of 8 Pages

3/16/2011	1,294	$
3/17/2011	5,404	$ 4.8496
3/21/2011	726	$ 4.8379
3/22/2011	765	$ 4.9961
3/24/2011	1,300	$ 4.9792
3/28/2011	5,047	$ 4.9989
3/30/2011	800	$ 4.8825
3/31/2011	700	$ 4.8406
4/4/2011	4,300	$ 4.9216
4/5/2011	60,000	$ 4.9500

Each of the above listed transactions was conducted in the ordinary course of business on the open market for cash. Purchases have been aggregated daily, and purchase prices do not reflect brokerage commissions paid.”

1. Except as expressly modified hereby, all provisions of the Schedule 13D shall continue in full force and effect.

[signature page follows]

CUSIP No. 228309100 Page 8 of 8 Pages

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

DATE: April 6, 2011
MILL ROAD CAPITAL, L.P.
By:	Mill Road Capital GP LLC, its General Partner
By:	/s/ Scott P. Scharfman
	Scott P. Scharfman
	Management Committee Director
MILL ROAD CAPITAL GP LLC
By:	/s/ Scott P. Scharfman
	Scott P. Scharfman
	Management Committee Director
THOMAS E. LYNCH
By:	/s/ Scott P. Scharfman
	Scott P. Scharfman, attorney-in-fact
SCOTT P. SCHARFMAN
/s/ Scott P. Scharfman
Scott P. Scharfman