SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D/A

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a)

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

 

 

HG Holdings, Inc.

(Name of Issuer)

Common Stock, Par Value $0.02 Per Share

(Title of Class of Securities)

42834P108

(CUSIP Number)

 

Steven A. Hale II Manager Hale Partnership Capital Management, LLC 2924 Archdale Drive Charlotte, NC 28210 (336) 552-6228		with a copy to Ryan M. Smith, Esq. Moore & Van Allen, PLLC 100 N. Tryon Street, Suite 4700 Charlotte, NC 28202 (704) 331-1000

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

May 31, 2018

(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 to be 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. 42834P108		13D/A		Page 2 of 11 Pages

 

 

1		NAMES OF REPORTING PERSONS   HALE PARTNERSHIP CAPITAL MANAGEMENT, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☐        (b)  ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS   OO; AF
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)  ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION   STATE OF NORTH CAROLINA, UNITED STATES OF AMERICA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   0 Shares of Common Stock
				8		SHARED VOTING POWER   2,600,330 Shares of Common Stock
				9		SOLE DISPOSITIVE POWER   0 Shares of Common Stock
				10		SHARED DISPOSITIVE POWER   2,600,330 Shares of Common Stock
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   2,600,330 Shares of Common Stock
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   17.6% of the outstanding Common Stock
14		TYPE OF REPORTING PERSON   OO; IA

 

---

CUSIP NO. 42834P108		13D/A		Page 3 of 11 Pages

 

 

1		NAMES OF REPORTING PERSONS   HALE PARTNERSHIP CAPITAL ADVISORS, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☐        (b)  ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS   OO; AF
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)  ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION   STATE OF NORTH CAROLINA, UNITED STATES OF AMERICA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   0 Shares of Common Stock
				8		SHARED VOTING POWER   2,245,151 Shares of Common Stock
				9		SOLE DISPOSITIVE POWER   0 Shares of Common Stock
				10		SHARED DISPOSITIVE POWER   2,245,151 Shares of Common Stock
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   2,245,151 Shares of Common Stock
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   15.2% of the outstanding Common Stock
14		TYPE OF REPORTING PERSON   OO

 

---

CUSIP NO. 42834P108		13D/A		Page 4 of 11 Pages

 

 

1		NAMES OF REPORTING PERSONS   HALE PARTNERSHIP FUND, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☐        (b)  ☐
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   STATE OF DELAWARE, UNITED STATES OF AMERICA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   0 Shares of Common Stock
				8		SHARED VOTING POWER   1,981,996 Shares of Common Stock
				9		SOLE DISPOSITIVE POWER   0 Shares of Common Stock
				10		SHARED DISPOSITIVE POWER   1,981,996 Shares of Common Stock
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,981,996 Shares of Common Stock
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   13.4% of the outstanding Common Stock
14		TYPE OF REPORTING PERSON   PN

 

---

CUSIP NO. 42834P108		13D/A		Page 5 of 11 Pages

 

 

1		NAMES OF REPORTING PERSONS   MGEN II – HALE FUND, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☐        (b)  ☐
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   STATE OF DELAWARE, UNITED STATES OF AMERICA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   0 Shares of Common Stock
				8		SHARED VOTING POWER   82,055 Shares of Common Stock
				9		SOLE DISPOSITIVE POWER   0 Shares of Common Stock
				10		SHARED DISPOSITIVE POWER   82,055 Shares of Common Stock
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   82,055 Shares of Common Stock
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   0.6% of the outstanding Common Stock
14		TYPE OF REPORTING PERSON   PN

 

---

CUSIP NO. 42834P108		13D/A		Page 6 of 11 Pages

 

 

1		NAMES OF REPORTING PERSONS   CLARK – HALE FUND, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☐        (b)  ☐
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   STATE OF DELAWARE, UNITED STATES OF AMERICA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   0 Shares of Common Stock
				8		SHARED VOTING POWER   181,100 Shares of Common Stock
				9		SOLE DISPOSITIVE POWER   0 Shares of Common Stock
				10		SHARED DISPOSITIVE POWER   181,100 Shares of Common Stock
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   181,100 Shares of Common Stock
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   1.2% of the outstanding Common Stock
14		TYPE OF REPORTING PERSON   PN

 

---

CUSIP NO. 42834P108		13D/A		Page 7 of 11 Pages

 

 

1		NAMES OF REPORTING PERSONS   STEVEN A. HALE II
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☐        (b)  ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS   OO; AF
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 OF AMERICA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   161,290 Shares of Common Stock
				8		SHARED VOTING POWER   2,600,330 Shares of Common Stock
				9		SOLE DISPOSITIVE POWER   0 Shares of Common Stock
				10		SHARED DISPOSITIVE POWER   2,600,330 Shares of Common Stock
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   2,761,620 Shares of Common Stock
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   18.7% of the outstanding Common Stock
14		TYPE OF REPORTING PERSON   IN

 

---

CUSIP NO. 42834P108		13D/A		Page 8 of 11 Pages

 

This Amendment No. 3 (this “Amendment No. 3”) amends and supplements the Schedule 13D originally filed by the Reporting Persons (as defined below) with the Securities and Exchange Commission (the “SEC”) on February 9, 2017, as amended by Amendment No. 1 thereto filed with the SEC on December 15, 2017 and Amendment No. 2 thereto filed with the SEC on May 25, 2018 (the “Schedule 13D” and, as amended by this Amendment No. 3, this “Statement”). Except as amended and supplemented by this Amendment No. 3, the Schedule 13D remains unchanged. Capitalized terms used but not otherwise defined in this Amendment No. 3 shall have the meanings set forth in the Schedule 13D.

 

ITEM 1.

SECURITY AND ISSUER.

This Statement relates to the common stock, par value $0.02 per share (the “Common Stock”), of HG Holdings, Inc., a Delaware corporation formerly known as Stanley Furniture Company, Inc. (the “Company”). The Company’s principal executive offices are located at 2115 E. 7^th Street, Suite 101, Charlotte, North Carolina, 28204.

 

ITEM 2.

IDENTITY AND BACKGROUND.

(a) This Statement is filed by the following persons (the “Reporting Persons”):

 

Reporting Person		State of Organization
Hale Partnership Capital Management, LLC (“Hale Adviser”)		North Carolina
Hale Partnership Capital Advisors, LLC (“Hale GP”)		North Carolina
Hale Partnership Fund, L.P. (“Hale Fund I”)		Delaware
MGEN II – Hale Fund, L.P. (“Hale Fund II”)		Delaware
Clark – Hale Fund, L.P. (“Hale Fund III” and, together with Hale Fund I and Hale II, the “Hale Funds”)		Delaware
Steven A. Hale II (“Mr. Hale”)		n/a

The Reporting Persons’ beneficial ownership the Common Stock reported herein consists of (i) shares of Common Stock held directly by the Hale Funds, (ii) shares of Common Stock held in a discretionary separately managed account (the “Managed Account”) for which Hale Adviser serves as investment manager, and (iii) restricted stock of the Company granted to Mr. Hale in his individual capacity as Chairman of the Company’s Board of Directors (the “Board”) and Chief Executive Officer of the Company under the Company’s 2012 Incentive Compensation Plan (the “2012 Company Plan”).

(b) The principal business and principal office address for each of the Reporting Persons is 2924 Archdale Drive, Charlotte, North Carolina, 28210.

(c) The principal business or occupation of each Reporting Person is as follows:

 

Reporting Person		Principal Business or Occupation
Hale Adviser		Investment manager of the Hale Funds
Hale GP		General partner of the Hale Funds
Hale Fund I		Investment Fund
Hale Fund II		Investment Fund
Hale Fund III		Investment Fund
Mr. Hale		Manager of Hale Adviser and Hale GP

(d) During the last five years, none of the Reporting Persons have been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, none of the Reporting Persons have been a party to any civil proceeding of any judicial or administrative body of competent jurisdiction, as a result of which they were

---

CUSIP NO. 42834P108		13D/A		Page 9 of 11 Pages

 

or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Mr. Hale is a United States citizen.

 

ITEM 3.

SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

All purchases of the Common Stock held directly by the Hale Funds have been made by or on behalf of the Hale Funds using the investment capital of the Hale Funds. The aggregate purchase price of the Common Stock held directly by the Hale Funds was approximately $4,551,617 (excluding brokerage commissions and transaction costs).

The 355,179 shares of Common Stock held in the Managed Account were purchased using the funds of the investor in the Managed Account for which Hale Adviser serves as investment manager. The aggregate purchase price of the Common Stock held in the Managed Account was approximately $225,305 (excluding brokerage commissions and transaction costs).

The 161,290 shares of Common Stock for which Mr. Hale holds sole voting power were granted to Mr. Hale in his individual capacity as Chairman of the Board and Chief Executive Officer of the Company as a restricted stock award under the 2012 Company Plan.

 

ITEM 5.

INTEREST IN SECURITIES OF THE ISSUER.

(a)-(b)    The Reporting Persons beneficially own in the aggregate 2,761,620 shares of Common Stock, which represents approximately 18.7% of the outstanding shares of Common Stock. Each percentage ownership of shares of Common Stock set forth in this Statement is based on 14,758,933 shares of Common Stock reported by the Company as outstanding as of May 15, 2018 in its Quarterly Report on Form 10-Q filed with the SEC on May 15, 2018.

Each of the Hale Funds directly holds the number and percentage of shares of Common Stock disclosed as beneficially owned by it in the applicable table set forth on the cover page to this Statement. Hale Adviser, as the investment manager of the Hale Funds, Hale GP, as the general partner of the Hale Funds, and Mr. Hale, as the sole manager of Hale Adviser and Hale GP, may be deemed to have the shared power to direct the voting and disposition of shares of Common Stock beneficially owned by the Hale Funds and, consequently, Hale Adviser, Hale GP and Mr. Hale may be deemed to possess indirect beneficial ownership of such shares. Hale Adviser, Hale GP and Mr. Hale disclaim beneficial ownership of such shares for all other purposes.

Hale Adviser, as the investment manager of the Managed Account, beneficially owns the 355,179 shares of Common Stock held therein. Hale Adviser receives performance-based fees in relation to the Managed Account based on performance periods of five years. The shares of Common Stock in the Managed Account constitute less than 10% of the market value of the Managed Account. Mr. Hale, as the sole manager of Hale Adviser, may be deemed to have the shared power to direct the voting and disposition of shares of Common Stock held in the Managed Account. Mr. Hale disclaims beneficial ownership of such shares for all other purposes.

Mr. Hale holds sole voting power for 161,290 shares of Common Stock pursuant to a restricted stock award granted to him on May 1, 2018, in his individual capacity as Chairman of the Board and Chief Executive Officer of the Company (the “Restricted Stock Award”). The Restricted Stock Award, which was approved by the Board and granted under the 2012 Company Plan, provides Mr. Hale voting rights for both vested and unvested shares of restricted stock awarded thereunder. Currently, no shares of Common Stock subject to the Restricted Stock Award are vested. The Restricted Stock Award (representing an award value of $100,000, based on the closing price per share for the Common Stock of $0.62 on April 30, 2018)

---

CUSIP NO. 42834P108		13D/A		Page 10 of 11 Pages

 

vests on May 10, 2019 in increments of approximately 25% if the volume weighted average price for the Common Stock meets certain price targets from $0.70 to $0.85 per share during the first 90 business days of 2019. Mr. Hale is entitled to dividends or other distributions paid or made on the Restricted Stock Award, but only as and when the restricted stock to which such dividends or other distributions are attributable become vested. Any unvested shares under the Restricted Stock Award are forfeited (i) upon termination of Mr. Hale’s employment with the Company prior to May 9, 2019 (unless terminated by the Company without cause or by Mr. Hale for good reason following a change of control occurring on or prior to May 9, 2019), and (ii) as of May 9, 2019, if and to the extent the relevant performance goals have not been achieved as of such date.

The responses of the Reporting Persons to rows 7, 8, 9, 10, 11 and 13 on the cover pages of this Statement are incorporated herein by reference.

(c) The following table sets forth all transactions with respect to the Common Stock effected by the Reporting Persons since the filing of Amendment No. 2 to the Schedule 13D with the SEC on May 25, 2018. Each of these transactions was effected through the open market by Hale Adviser, as investment manager for the Managed Account.

 

Beneficial Ownership		Transaction Date				Number of Shares Acquired				Price per Share (excluding brokerage commissions and transaction costs)
Hale Adviser			May 25, 2018				2,000			$	0.610
Hale Adviser			May 25, 2018				76			$	0.600
Hale Adviser			May 25, 2018				51,500			$	0.618
Hale Adviser			May 31, 2018				107,500			$	0.693
Hale Adviser			June 8, 2018				7,200			$	0.700

(d) None.

(e) Not applicable.

 

ITEM 6.

CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

Hale Adviser serves as investment manager with respect to the Managed Account, in return for which Hale Adviser is paid (i) a management fee based on the value of the assets in the Managed Account and (ii) incentive-based fees based on the performance of the assets in the Managed Account over performance periods of five years. Hale Adviser can vote all proxies in accordance with the best interests of the Managed Account, as determined by Hale Adviser in its reasonable discretion, unless otherwise requested by the investor in the Managed Account. The shares of Common Stock in the Managed Account constitute less than 10% of the market value of the Managed Account.

Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the Reporting Persons have entered into an agreement with respect to the joint filing of this Statement, which agreement is set forth on the signature page to this Statement.

---

CUSIP NO. 42834P108		13D/A		Page 11 of 11 Pages

 

SIGNATURES

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this Statement is true, complete and correct.

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of this Statement on Schedule 13D with respect to the Common Stock of the Company.