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CULP INC — Major Shareholding Notification 2012
Jun 25, 2012
34527_mrq_2012-06-25_ecd6ab4c-53ff-4c8a-8c78-93f64e419559.zip
Major Shareholding Notification
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SC 13D/A 1 d371981dsc13da.htm SCHEDULE 13D AMENDMENT NO. 9 Schedule 13D Amendment No. 9
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
(Amendment No. 9)
Under the Securities Exchange Act of 1934
Culp, Inc.
(Name of Issuer)
Common Stock, $0.05 par value
(Title of Class of Securities)
230215105
(CUSIP NUMBER)
Praesidium Investment Management Company, LLC 747 Third Avenue, 35th Floor New York, NY 10017 Tel. No.: (212) 821-1495
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
June 20, 2012
(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 which is the subject of this Schedule 13D/A, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g) check the following box x
The information required in 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, as amended (the Act), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.
Page 1 of 7
CUSIP No. 230215105 13D/A
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY) Praesidium Investment Management
Company, LLC 20-0302413 | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (a) ¨ (b) ¨ | |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS OO (Funds from Investment Advisory Clients) | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 636,109 |
| | 8 | SHARED VOTING POWER 0 |
| | 9 | SOLE DISPOSITIVE POWER 728,708 |
| | 10 | SHARED DISPOSITIVE POWER 0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON 728,708 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ¨ | |
| 13 | PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11) 5.7% | |
| 14 | TYPE OF REPORTING
PERSON IA | |
- SEE INSTRUCTIONS BEFORE FILLING OUT
Page 2 of 7
CUSIP No. 230215105 13D/A
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY) Kevin Oram | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (a) ¨ (b) ¨ | |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS OO (Funds from Investment Advisory Clients) | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨ | |
| 6 | CITIZENSHIP OR PLACE OF
ORGANIZATION United States of America | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 636,109 |
| | 8 | SHARED VOTING POWER 0 |
| | 9 | SOLE DISPOSITIVE POWER 728,708 |
| | 10 | SHARED DISPOSITIVE POWER 0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON 728,708 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ¨ | |
| 13 | PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11) 5.7% | |
| 14 | TYPE OF REPORTING
PERSON IN | |
- SEE INSTRUCTIONS BEFORE FILLING OUT
Page 3 of 7
CUSIP No. 230215105 13D/A
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY) Peter Uddo | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (a) ¨ (b) ¨ | |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS OO (Funds from Investment Advisory Clients) | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨ | |
| 6 | CITIZENSHIP OR PLACE OF
ORGANIZATION United States of America | |
| NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 636,109 |
| | 8 | SHARED VOTING POWER 0 |
| | 9 | SOLE DISPOSITIVE POWER 728,708 |
| | 10 | SHARED DISPOSITIVE POWER 0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON 728,708 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ¨ | |
| 13 | PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11) 5.7% | |
| 14 | TYPE OF REPORTING
PERSON IN | |
- SEE INSTRUCTIONS BEFORE FILLING OUT
Page 4 of 7
SCHEDULE 13D/A
This Amendment No. 9 relating to shares of common stock, $0.05 par value (Common Stock), of Culp, Inc., a North Carolina corporation (the Issuer) is being filed on behalf of (i) Praesidium Investment Management Company, LLC, a Delaware limited liability company (Praesidium), (ii) Kevin Oram and (iii) Peter Uddo (together with Praesidium and Mr. Oram the Reporting Persons).
Item 2(a) of the Schedule 13D is hereby amended and restated as follows:
ITEM 2. Identity and Background
(a) This statement is filed by: (i) Praesidium Investment Management Company, LLC, a Delaware limited liability company (Praesidium), (ii) Kevin Oram and (iii) Peter Uddo (together with Praesidium and Mr. Oram the Reporting Persons).
Praesidium, in its capacity as investment manager to certain managed accounts and investment fund vehicles on behalf of investment advisory clients (collectively, the Accounts), has sole power to vote 636,109 shares of Common Stock held in the Accounts and to dispose of the shares of 728,708 shares of Common Stock held in the Accounts. As the managing members of Praesidium, each of Kevin Oram and Peter Uddo may be deemed to control Praesidium.
Item 3 of the Schedule 13D is hereby amended and restated as follows:
ITEM 3. Source and Amount of Funds
The net investment costs (including commissions, if any) of the shares of Common Stock directly owned by the Accounts is approximately $8.79 per share.
Item 5 of the Schedule 13D is hereby amended and restated as follows:
ITEM 5. Interest in Securities of the Issuer
(a) - (b) The Reporting Persons beneficially own 728,708 shares of Common Stock, which represents 5.7% of the Issuers outstanding shares of Common Stock. The percentage of beneficial ownership of the Reporting Persons, as reported in this Schedule 13D, was calculated by dividing (i) the total number of shares of Common Stock beneficially owned by each Reporting Person as of June 25, 2012 as set forth in this Schedule 13D, by (ii) the 12,692,574 shares of Common Stock outstanding as of January 29, 2012, based upon the Issuers Report on Form 10-Q filed with the Securities and Exchange Commission on March 9, 2012.
Praesidium, in its capacity as investment manager to the Accounts has sole power to vote 636,109 shares of Common Stock and the power to dispose of the 728,708 shares of Common Stock held in the Accounts. As the managing members of Praesidium, each of Kevin Oram and Peter Uddo may be deemed to beneficially own the Common Stock held in the Accounts.
Page 5 of 7
(c) Transactions in the Issuers securities by the Reporting Persons during the last sixty days are listed in Annex A attached hereto.
(d) Not Applicable.
(e) Not Applicable.
Item 7 of the Schedule 13D is hereby amended and restated as follows:
ITEM 7. Material to be Filed as Exhibits
Exhibit 1. Joint filing agreement by and among the Reporting Persons.
Page 6 of 7
Signature
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: June 25, 2012
| PRAESIDIUM INVESTMENT MANAGEMENT COMPANY, LLC | |
|---|---|
| By: | /s/ Kevin Oram |
| Name: | Kevin Oram |
| Title: | Managing Member |
| KEVIN ORAM | |
| By: | /s/ Kevin Oram |
| PETER UDDO | |
| By: | /s/ Peter Uddo |
Page 7 of 7