UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D/A

(Amendment No. 8)

 

Under the Securities Exchange Act of 1934

 

SUMMER INFANT, INC.

(Name of Issuer)

 

Common Stock, $0.0001 par value

(Title of Class of Securities)

 

865646103

(CUSIP Number)

 

Wynnefield Partners Small Cap Value, L.P. I

450 Seventh Avenue, Suite 509

New York, New York 10123

Attention: Mr. Nelson Obus

 

Copy to:

Jeffrey S. Tullman, Esq.

Kane Kessler, P.C.

1350 Avenue of the Americas, 26th Floor

New York, New York 10019

(212) 541-6222


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

 

November 23, 2016

(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, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨

 

 

 

 

CUSIP No. 865646103 

  

 

13D/A Page 2 of 14

 

1

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Wynnefield Partners Small Cap Value, L.P. I 13-3953291

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ¨

 

(b) x

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

WC

5

CHECK BOX 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

 

2,635,530       (See Item 5)

8

SHARED VOTING POWER

 

0                     (See Item 5)

9

SOLE DISPOSITIVE POWER

 

2,635,530       (See Item 5)

10

SHARED DISPOSITIVE POWER

 

0                     (See Item 5)

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,635,530                                                 (See Item 5)

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

14.3%

14

 

TYPE OF REPORTING PERSON

 

PN

 

 

 

 

CUSIP No. 865646103 

 

 

13D/A Page 3 of 14

 

1

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Wynnefield Partners Small Cap Value, L.P. 13-3688497

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ¨

 

(b) x

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

WC

5

CHECK BOX 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

 

1,712,096       (See Item 5)

8

SHARED VOTING POWER

 

0                     (See Item 5)

9

SOLE DISPOSITIVE POWER

 

1,712,096       (See Item 5)

10

SHARED DISPOSITIVE POWER

 

0                     (See Item 5)

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,712,096                                                  (See Item 5)

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

9.3%

14

 

TYPE OF REPORTING PERSON

 

PN

 

 

 

 

CUSIP No. 865646103 

 

 

13D/A Page 4 of 14

 

1

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Wynnefield Small Cap Value Offshore Fund, Ltd. (No IRS Identification No.)

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ¨

 

(b) x

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

WC

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

 

1,172,462          (See Item 5)

8

SHARED VOTING POWER

 

0                     (See Item 5)

9

SOLE DISPOSITIVE POWER

 

1,172,462          (See Item 5)

10

SHARED DISPOSITIVE POWER

 

0                     (See Item 5)

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,172,462                                                     (See Item 5)

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

6.3%

14

 

TYPE OF REPORTING PERSON

 

CO

 

 

 

 

CUSIP No. 865646103 

 

 

13D/A Page 5 of 14

 

1

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Wynnefield Capital, Inc. Profit Sharing & Money Purchase Plan

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ¨

 

(b) x

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

N/A

5

CHECK BOX 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

 

153,306          (See Item 5)

8

SHARED VOTING POWER

 

0                     (See Item 5)

9

SOLE DISPOSITIVE POWER

 

153,306          (See Item 5)

10

SHARED DISPOSITIVE POWER

 

0                     (See Item 5)

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

153,306                                                     (See Item 5)

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.8%

14

 

TYPE OF REPORTING PERSON

 

CO

 

 

 

 

CUSIP No. 865646103 

 

 

13D/A Page 6 of 14

 

1

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Wynnefield Capital Management, LLC 13-4018186

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ¨

 

(b) x

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

N/A

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

New York

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

 

4,347,626       (See Item 5)

8

SHARED VOTING POWER

 

0                     (See Item 5)

9

SOLE DISPOSITIVE POWER

 

4,347,626       (See Item 5)

10

SHARED DISPOSITIVE POWER

 

0                     (See Item 5)

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,347,626                                                  (See Item 5)

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

23.5%

14

 

TYPE OF REPORTING PERSON

 

OO

 

 

 

 

CUSIP No. 865646103 

 

 

13D/A Page 7 of 14

 

1

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Wynnefield Capital, Inc. 13-3688495

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ¨

 

(b) x

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

N/A

5

CHECK BOX 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

 

1,172,462          (See Item 5)

8

SHARED VOTING POWER

 

0                     (See Item 5)

9

SOLE DISPOSITIVE POWER

 

1,172,462          (See Item 5)

10

SHARED DISPOSITIVE POWER

 

0                     (See Item 5)

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,172,462                                                     (See Item 5)

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

6.3%

14

 

TYPE OF REPORTING PERSON

 

CO

 

 

 

 

CUSIP No. 865646103 

 

 

13D/A Page 8 of 14

 

1

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Nelson Obus

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ¨

 

(b) x

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

N/A

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

 

0                     (See Item 5)

8

SHARED VOTING POWER

 

5,673,394       (See Item 5)

9

SOLE DISPOSITIVE POWER

 

0                     (See Item 5)

10

SHARED DISPOSITIVE POWER

 

5,673,394       (See Item 5)

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,673,394                                                  (See Item 5)

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

30.7%

14

 

TYPE OF REPORTING PERSON

 

IN

 

 

 

 

CUSIP No. 865646103 

 

 

13D/A Page 9 of 14

 

1

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Joshua Landes

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ¨

 

(b) x

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

N/A

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

 

0                     (See Item 5)

8

SHARED VOTING POWER

 

5,673,394       (See Item 5)

9

SOLE DISPOSITIVE POWER

 

0                     (See Item 5)

10

SHARED DISPOSITIVE POWER

 

5,673,394       (See Item 5)

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,673,394                                                  (See Item 5)

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

30.7%

14

 

TYPE OF REPORTING PERSON

 

IN

 

 

 

 

CUSIP No. 865646103 

 

 

13D/A Page 10 of 14

 

Item 1. Security and Issuer.

 

This Amendment No. 8 amends the Statement of Beneficial Ownership on Schedule 13D originally filed with the Securities and Exchange Commission (the “Commission”) on November 15, 2012 as further amended by Amendment No. 1 filed on June 14, 2013, Amendment No. 2 filed on November 17, 2014, Amendment No. 3 filed on November 16, 2015, Amendment No. 4 filed on December 22, 2015, Amendment No. 5 filed on August 12, 2016, Amendment No. 6 filed on August 24, 2016 and Amendment No. 7 filed on November 22, 2016 (the “Schedule 13D”) by the Wynnefield Reporting Persons (as defined in the Schedule 13D) with respect to shares of common stock, $0.0001 par value per share (the “Common Stock”) of Summer Infant, Inc., (the “Issuer”), whose principal executive offices are located at 1275 Park East Drive, Woonsocket, Rhode Island 02895. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Schedule 13D.

 

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

 

Item 3 of the Schedule 13D is hereby amended and restated as follows:

 

The securities reported in this Schedule 13D as directly beneficially owned by the Wynnefield Reporting Persons were acquired with funds of approximately $15,015,585 (including brokerage commissions). All such funds were provided from the working capital or personal funds of the Wynnefield Reporting Persons who directly beneficially own such securities.

 

Item 4. Purpose of the Transaction

 

Item 4 of the Schedule 13D is hereby amended by the addition of the following:

 

This Schedule 13D is filed by the Wynnefield Reporting Person to report acquisitions of shares of the Common Stock which increases its beneficial ownership (as such term is defined under Rule 13d-3 under the Exchange Act of 1934, as amended) of the Common Stock of the Issuer by more than 1% from the amounts previously reported on Amendment No. 7 previously filed on November 22, 2016.

 

Item 5. Interest in Securities of the Issuer.

 

Item 5 of the Schedule 13D is hereby amended and restated as follows:

 

(a), (b) and (c) As of November 29, 2016, the Wynnefield Reporting Persons beneficially owned in the aggregate 5,673,394 shares of Common Stock, constituting approximately 30.7% of the outstanding shares of Common Stock. The percentage of shares of Common Stock reported as being beneficially owned by the Wynnefield Reporting Persons is based upon 18,499,985 shares outstanding as of November 2, 2016, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended October 1, 2016, filed with the Securities and Exchange Commission (the “Commission”) on November 2, 2016.

 

The following table sets forth certain information with respect to Common Stock directly beneficially owned by the Wynnefield Reporting Persons listed below:

 

 

 

 

CUSIP No. 865646103 

 

 

13D/A Page 11 of 14

 

Name  Number of Common Stock   Percentage of Outstanding
Common Stock
 
Wynnenfield Partners I   2,635,530    14.3%
Wynnefield Partners   1,712,096    9.3%
Wynnefield Offshore   1,172,462    6.3%
Plan   153,306    0.8%

 

WCM is the sole general partner of Wynnefield Partners and Wynnefield Partners I and, accordingly, may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Stock that Wynnefield Partners and Wynnefield Partners I beneficially own. WCM, as the sole general partner of Wynnefield Partners and Wynnefield Partners I, has the sole power to direct the voting and disposition of the Common Stock that Wynnefield Partners and Wynnefield Partners I beneficially own. Messrs. Obus and Landes are the co-managing members of WCM and, accordingly, each of Messrs. Obus and Landes may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Stock that WCM may be deemed to beneficially own. Each of Messrs. Obus and Landes, as co-managing members of WCM, share the power to direct the voting and disposition of the shares of Common Stock that WCM may be deemed to beneficially own.

 

WCI is the sole investment manager of Wynnefield Offshore and, accordingly, may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Stock that Wynnefield Offshore beneficially owns. WCI, as the sole investment manager of Wynnefield Offshore, has the sole power to direct the voting and disposition of the Common Stock that Wynnefield Offshore beneficially owns. Messrs. Obus and Landes are executive officers of WCI and, accordingly, each may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Stock that WCI may be deemed to beneficially own. Messrs. Obus and Landes, as executive officers of WCI, share the power to direct the voting and disposition of the shares of Common Stock that WCI may be deemed to beneficially own.

 

The Plan is an employee profit sharing plan. Messrs. Obus and Landes are the co-trustees of the Plan and accordingly, Messrs. Obus and Landes may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the shares of Common Stock that the Plan may be deemed to beneficially own. Each of Messrs. Obus and Landes, as the trustees of the Plan, shares with the other the power to direct the voting and disposition of the shares of Common Stock beneficially owned by the Plan.

 

Beneficial ownership of the Common Stock shown on the cover pages of and set forth elsewhere in this Schedule 13D for each member of the Wynnefield Reporting Persons assumes that they have not formed a group for purposes of Section 13(d)(3) under the Exchange Act, and Rule 13d-5(b)(1) promulgated thereunder. If the members of the Wynnefield Reporting Persons were deemed to have formed a group for purposes of Section 13(d)(3) and Rule 13d-5(b)(1), the group would be deemed to own beneficially (and may be deemed to have shared voting and dispositive power over) in the aggregate 5,673,394 shares of Common Stock, constituting approximately 30.7% of the outstanding shares of Common Stock. The percentage of shares of Common Stock reported as being beneficially owned by the Wynnefield Reporting Persons is based upon 18,499,985 shares outstanding as of November 2, 2016, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended October 1, 2016, filed with the Commission on November 2, 2016.

 

 

 

 

CUSIP No. 865646103 

 

 

13D/A Page 12 of 14

 

The filing of this Schedule 13D and any future amendment by the Wynnefield Reporting Persons, and the inclusion of information herein and therein with respect to WCM, WCI and Messrs. Obus and Landes, shall not be considered an admission that any of such persons, for the purpose of Section 16(b) of the Exchange Act, are the beneficial owners of any shares in which such persons do not have a pecuniary interest. Each of WCM, WCI and Messrs. Obus and Landes disclaims any beneficial ownership of the shares covered by this Schedule 13D.

 

The Wynnefield Reporting Persons have acquired shares of Common Stock during the last 60 days as follows: 

 

Name  Transaction   Date   Number of Shares   Price Per Share 
                 
Wynnefield Partners I   Purchase    9/16/2016    9,598   $2.20 
Wynnefield Partners I   Purchase    11/16/2016    206,669   $1.80 
Wynnefield Partners I   Purchase    11/17/2016    49,616   $2.00 
Wynnefield Partners I   Purchase    11/18/2016    17,335   $2.00 
Wynnefield Partners I   Purchase    11/21/2016    64,790   $2.00 
Wynnefield Partners I   Purchase    11/23/2016    171,874   $2.00 
                     
Wynnefield Partners   Purchase    9/16/2016    6,104   $2.20 
Wynnefield Partners   Purchase    11/16/2016    130,378   $1.80 
Wynnefield Partners   Purchase    11/17/2016    31,327   $2.00 
Wynnefield Partners   Purchase    11/18/2016    10,955   $2.00 
Wynnefield Partners   Purchase    11/21/2016    40,937   $2.00 
Wynnefield Partners   Purchase    11/23/2016    108,519   $2.00 
                     
Wynnefield Offshore   Purchase    9/16/2016    3,770   $2.20 
Wynnefield Offshore   Purchase    11/16/2016    81,905   $1.80 
Wynnefield Offshore   Purchase    11/17/2016    19,657   $2.00 
Wynnefield Offshore   Purchase    11/18/2016    6,866   $2.00 
Wynnefield Offshore   Purchase    11/21/2016    25,693   $2.00 
Wynnefield Offshore   Purchase    11/23/2016    68,095   $2.00 

 

(d) and (e). Not Applicable.

 

 

 

 

CUSIP No. 865646103 

 

 

13D/A Page 13 of 14

 

SIGNATURE

 

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this Schedule 13D/A is true, complete and correct.

 

  Dated:  November 29, 2016
   
  WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I
     
  By: Wynnefield Capital Management, LLC,
     its General Partner
     
  By: /s/ Nelson Obus
    Nelson Obus, Co-Managing Member
     
  WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P.
     
  By: Wynnefield Capital Management, LLC,
     its General Partner
     
  By: /s/ Nelson Obus
    Nelson Obus, Co-Managing Member
     
  WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD.
     
  By: Wynnefield Capital, Inc.,
     its Investment Manager
     
  By: /s/ Nelson Obus
     Nelson Obus, President
     
  WYNNEFIELD CAPITAL INC. PROFIT SHARING & MONEY PURCHASE PLAN, INC.
     
  By: /s/ Nelson Obus
  Nelson Obus, Authorized Signatory
     
  WYNNEFIELD CAPITAL MANAGEMENT, LLC
     
  By: /s/ Nelson Obus
  Nelson Obus, Co-Managing Member
     

 

 

 

 

CUSIP No. 865646103 

 

 

13D/A Page 14 of 14

 

  WYNNEFIELD CAPITAL, INC.
     
  By: /s/ Nelson Obus
    Nelson Obus, President
     
    /s/ Nelson Obus
    Nelson Obus, Individually
     
    /s/ Joshua Landes
    Joshua Landes, Individually