LIFETIME BRANDS, INC — Major Shareholding Notification 2021

May 25, 2021

SC 13D/A 1 d153653dsc13da.htm AMENDMENT NO. 11 TO SCHEDULE 13D Amendment No. 11 to Schedule 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 11)*

Lifetime Brands, Inc.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

53222Q103

(CUSIP Number)

Mill Road Capital II, 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)

May 21, 2021

(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. 53222Q103 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) AF
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	Sole Voting Power
8.	Shared Voting Power 1,208,503
9.	Sole Dispositive Power
10.	Shared Dispositive Power 1,208,503

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,208,503
12.	Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
13.	Percent of Class
Represented by Amount in Row (11) 5.5%
14.	Type of Reporting Person
(See Instructions) IN

CUSIP No. 53222Q103 13D Page 3 of 8 Pages

1.	Names of Reporting Persons Mill Road Capital II 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) AF
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	Sole Voting Power 1,208,503
8.	Shared Voting Power
9.	Sole Dispositive Power 1,208,503
10.	Shared Dispositive Power

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,208,503
12.	Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
13.	Percent of Class
Represented by Amount in Row (11) 5.5%
14.	Type of Reporting Person
(See Instructions) OO

CUSIP No. 53222Q103 13D Page 4 of 8 Pages

1.	Names of Reporting Persons. Mill Road Capital II, 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	Sole Voting Power 1,208,503
8.	Shared Voting Power
9.	Sole Dispositive Power 1,208,503
10.	Shared Dispositive Power

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,208,503
12.	Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
13.	Percent of Class
Represented by Amount in Row (11) 5.5%
14.	Type of Reporting Person
(See Instructions) PN

CUSIP No. 53222Q103 Page 5 of 8 Pages

This Amendment No. 11 to the joint statement on Schedule 13D with respect to the common stock, $0.01 par value (the “ Common Stock ”), of Lifetime Brands, Inc., a Delaware corporation (the “ Issuer ”), filed by the Reporting Persons (as defined below) on December 16, 2013, as amended by Amendment No. 1 on Schedule 13D with respect to the Common Stock filed by the Reporting Persons on October 3, 2014, as amended by Amendment No. 2 on Schedule 13D with respect to the Common Stock filed by the Reporting Persons on March 23, 2015, as amended by Amendment No. 3 on Schedule 13D with respect to the Common Stock filed by the Reporting Persons on June 2, 2015, as amended by Amendment No. 4 on Schedule 13D with respect to the Common Stock filed by the Reporting Persons on September 16, 2015, as amended by Amendment No. 5 on Schedule 13D with respect to the Common Stock filed by the Reporting Persons on March 14, 2017, as amended by Amendment No. 6 on Schedule 13D with respect to the Common Stock filed by the Reporting Persons on March 14, 2017, as amended by Amendment No. 7 on Schedule 13D with respect to the Common Stock filed by the Reporting Persons on March 12, 2018, as amended by Amendment No. 8 on Schedule 13D with respect to the Common Stock filed by the Reporting Persons on October 16, 2020, as amended by Amendment No. 9 on Schedule 13D with respect to the Common Stock filed by the Reporting Persons on November 13, 2020, and as amended by Amendment No. 10 on Schedule 13D with respect to the Common Stock filed by the Reporting Persons on December 18, 2020 (such joint statement, as so amended and as amended herein, the “ Schedule 13D ”), amends the Schedule 13D as follows:

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

ITEM 5. Interest in Securities of the Issuer

(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 21,979,942 shares of the Common Stock issued and outstanding as of April 30, 2021 as reported in the most recent quarterly report of the Issuer on Form 10-Q for its fiscal quarter ended March 31, 2021. All of the share numbers reported below, and on each Reporting Person’s cover page to this Schedule 13D, are as of May 25, 2021, 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, 1,208,503 shares of Common Stock. The GP, as sole general partner of the Fund, also has sole authority to vote (or direct the vote of), and to dispose (or direct the disposal) of, these shares of Common Stock on behalf of the Fund, and Mr. Lynch has shared authority to vote (or direct the vote of), and to dispose (or direct the disposal) of, these shares on behalf of the GP. Accordingly, each of the Reporting Persons beneficially owns 1,208,503 shares of Common Stock, or approximately 5.5% of the outstanding shares of Common Stock, and the Reporting Persons beneficially own, in the aggregate, 1,208,503 shares of Common Stock, or approximately 5.5% of the outstanding shares of Common Stock. Mr. Jacobs and Mr. Yanagi do not have beneficial ownership of any shares of Common Stock.

CUSIP No. 53222Q103 Page 6 of 8 Pages

(c) Except as otherwise described in this Schedule 13D, no Reporting Person, other than the Fund as set forth in the table below, effected any transaction in shares of the Common Stock during the period (the “ Reporting Period ”) from March 26, 2021 (the date 60 days prior to the filing of this Schedule 13D) to May 25, 2021:

Date of Sale	Shares Sold (#)	Sale Price per Share ($)
5/21/2021	359,700	$ 15.0000

The above listed transaction was conducted by the assignment of 3,579 standard American-style, exchange-traded call options resulting in the sale of 357,900 shares of the Issuer. The sale price does not reflect brokerage commissions paid.

In addition, during the Reporting Period, the Fund bought to cover the standard American-style, exchange-traded call options described in Item 6, which is incorporated by reference into this Item 5(c).

1. Item 6 of the Schedule 13D shall hereby be amended by inserting the following at its beginning:

The table below lists the standard American-style, exchange-traded call options (“ Call Options ”) bought to cover by the Fund during the Reporting Period, none of which are outstanding as of May 25, 2021. Each of the below listed transactions was conducted in the ordinary course of business on the open market for cash, and the sale prices do not reflect brokerage commissions paid.

Date of Sale — 4/7/2021	Value per Underlying Share at which Call Options were Sold ($) — $ 0.6500	532	Call Options’ Strike Price per Share ($) — $ 15.00	5/21/2021
4/8/2021	$ 0.6500	15	$ 15.00	5/21/2021
4/12/2021	$ 0.6000	226	$ 15.00	5/21/2021
4/13/2021	$ 0.6000	324	$ 15.00	5/21/2021
4/14/2021	$ 0.6000	300	$ 15.00	5/21/2021
4/15/2021	$ 0.6000	97	$ 15.00	5/21/2021
4/16/2021	$ 0.5856	421	$ 15.00	5/21/2021
4/19/2021	$ 0.5500	15	$ 15.00	5/21/2021
4/27/2021	$ 0.5500	270	$ 15.00	5/21/2021
5/20/2021	$ 0.5500	470	$ 15.00	5/21/2021
5/21/2020	$ 0.5272	371	$ 15.00	5/21/2021

CUSIP No. 53222Q103 Page 7 of 8 Pages

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

[signature page follows]

CUSIP No. 53222Q103 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: May 25, 2021
MILL ROAD CAPITAL II, L.P.
By: Mill Road Capital II GP LLC,
its General Partner
By:	/s/ Justin C. Jacobs
	Justin C. Jacobs
	Management Committee Director
MILL ROAD CAPITAL II GP LLC
By:	/s/ Justin C. Jacobs
	Justin C. Jacobs
	Management Committee Director
THOMAS E. LYNCH
By:	/s/ Justin C. Jacobs
	Justin C. Jacobs, attorney-in-fact