Amended Statement of Beneficial Ownership (sc 13d/a)
10 May 2018 - 7:26AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(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)
(Amendment No. 1)
1
Tandy Leather Factory, Inc.
(Name
of Issuer)
Common Stock, $0.0024 par value per share
(Title of Class of Securities)
87538X105
(CUSIP Number)
James
C. Pappas
JCP
Investment Management, LLC
1177 West Loop South, Suite 1320
Houston, TX 77027
(713)
333-5540
(Name, Address and Telephone Number of Person
Authorized to Receive Notices
and Communications)
May 7, 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.
1
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
).
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1
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NAME OF REPORTING PERSON
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JCP Investment Partnership, LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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TEXAS
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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748,060
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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- 0 -
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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748,060
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10
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SHARED DISPOSITIVE POWER
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- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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748,060
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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8.1%
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14
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TYPE OF REPORTING PERSON
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PN
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1
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NAME OF REPORTING PERSON
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JCP Investment Partnership II, Master Fund LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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CAYMAN ISLANDS
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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67,137
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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- 0 -
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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67,137
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10
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SHARED DISPOSITIVE POWER
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- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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67,137
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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Less than 1%
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14
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TYPE OF REPORTING PERSON
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PN
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1
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NAME OF REPORTING PERSON
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JCP Investment Partners, LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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TEXAS
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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815,197
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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- 0 -
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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815,197
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10
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SHARED DISPOSITIVE POWER
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- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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815,197
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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8.9%
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14
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TYPE OF REPORTING PERSON
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PN
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1
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NAME OF REPORTING PERSON
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JCP Investment Holdings, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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TEXAS
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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815,197
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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- 0 -
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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815,197
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10
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SHARED DISPOSITIVE POWER
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- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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815,197
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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8.9%
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14
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TYPE OF REPORTING PERSON
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OO
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1
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NAME OF REPORTING PERSON
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JCP Investment Management, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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TEXAS
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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815,197
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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- 0 -
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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815,197
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10
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SHARED DISPOSITIVE POWER
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- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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815,197
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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8.9%
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14
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TYPE OF REPORTING PERSON
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OO
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1
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NAME OF REPORTING PERSON
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James C. Pappas
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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AF, OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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USA
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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815,647
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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- 0 -
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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815,647
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10
|
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SHARED DISPOSITIVE POWER
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- 0 -
|
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11
|
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
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815,647*
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12
|
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
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|
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8.9%
|
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|
14
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TYPE OF REPORTING PERSON
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IN
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*
Includes 450 Shares owned directly
by Mr. Pappas.
The following constitutes
Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment No. 1 amends the Schedule
13D as specifically set forth herein.
|
Item 2.
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Identity and Background.
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Item 2 is hereby amended
and restated to read as follows:
(a)
This
statement is filed by:
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(i)
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JCP Investment Partnership, LP, a Texas limited partnership (“JCP Partnership”);
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(ii)
|
JCP Investment Partnership II, Master Fund LP, an exempted limited partnership organized under
the laws of the Cayman Islands (“JCP II Master”);
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(iii)
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JCP Investment Partners, LP, a Texas limited partnership (“JCP Partners”), which serves
as the general partner of JCP Partnership and JCP II Master;
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(iv)
|
JCP Investment Holdings, LLC, a Texas limited liability company (“JCP Holdings”), which
serves as the general partner of JCP Partners;
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(v)
|
JCP Investment Management, LLC, a Texas limited liability company (“JCP Management”),
which serves as the investment manager of JCP Partnership and JCP II Master; and
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|
(vi)
|
James C. Pappas, who serves as the managing member of JCP Management and sole member of JCP Holdings.
|
Each of the foregoing
is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting
Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are
hereby filing a joint Schedule 13D.
(b)
The
address of the principal office of each of JCP Partnership, JCP Partners, JCP Holdings, JCP Management and Mr. Pappas is 1177 West
Loop South, Suite 1320, Houston, Texas 77027. The address of the principal office of JCP II Master is c/o Harneys Services (Cayman)
Limited, 4th Floor, Harbour Place, 103 South Church Street, Grand Cayman KY1-1002, Cayman Islands.
(c)
The
principal business of JCP Partnership and JCP II Master is investing in securities. The principal business of JCP Partners is serving
as the general partner of JCP Partnership and JCP II Master. The principal business of JCP Holdings is serving as the general partner
of JCP Partners. The principal business of JCP Management is serving as the investment manager of JCP Partnership and JCP II Master.
The principal occupation of Mr. Pappas is serving as the managing member of JCP Management and sole member of JCP Holdings. Mr.
Pappas is also a director of the Issuer.
(d)
No
Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e)
No
Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is 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.
Pappas is a citizen of the United States of America.
|
Item 3.
|
Source and Amount of Funds or Other Consideration
.
|
Item 3 is hereby
amended and restated to read as follows:
The Shares purchased
by JCP Partnership and JCP II Master were purchased with working capital (which may, at any given time, include margin loans made
by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted. The aggregate purchase
price of the 748,060 Shares owned directly by JCP Partnership is approximately $5,576,222, excluding brokerage commissions. The
aggregate purchase price of the 67,137 Shares owned directly by JCP II Master is approximately $505,143, excluding brokerage commissions.
Mr. Pappas directly
owns 450 Shares, representing vested shares of restricted stock. Mr. Pappas also directly owns 1,351 unvested restricted shares,
each representing a contingent right to receive one Share. Such restricted shares were awarded to Mr. Pappas in his capacity as
a director of the Issuer.
|
Item 5.
|
Interest in Securities of the Issuer
.
|
Items 5(a) –
(c) are hereby amended and restated to read as follows:
The aggregate percentage
of Shares reported owned by each person named herein is based upon 9,180,210 Shares outstanding as of May 1, 2018, which is the
total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission on May 3, 2018.
|
(a)
|
As of the close of business on May 9, 2018, JCP Partnership beneficially owned 748,060 Shares.
|
Percentage: Approximately
8.1%
|
(b)
|
1. Sole power to vote or direct vote: 748,060
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 748,060
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
JCP Partnership has not entered into any transactions in the Shares during the past 60 days.
|
|
(a)
|
As of the close of business on May 9, 2018, JCP II Master beneficially owned 67,137 Shares.
|
Percentage: Less than
1%
|
(b)
|
1. Sole power to vote or direct vote: 67,137
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 67,137
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the Shares by JCP II Master during the past 60 days are set forth in Schedule
A and are incorporated herein by reference.
|
|
(a)
|
JCP Partners, as the general partner of JCP Partnership and JCP II Master, may be deemed the beneficial
owner of the (i) 748,060 Shares owned by JCP Partnership and (ii) 67,137 Shares owned by JCP II Master.
|
Percentage: Approximately
8.9%
|
(b)
|
1. Sole power to vote or direct vote: 815,197
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 815,197
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
JCP Partners has not entered into any transactions in the Shares during the past 60 days. The transactions
in the Shares on behalf of JCP II Master during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
|
|
(a)
|
JCP Holdings, as the general partner of JCP Partners, may be deemed the beneficial owner of the
(i) 748,060 Shares owned by JCP Partnership and (ii) 67,137 Shares owned by JCP II Master.
|
Percentage: Approximately
8.9%
|
(b)
|
1. Sole power to vote or direct vote: 815,197
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 815,197
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
JCP Holdings has not entered into any transactions in the Shares during the past 60 days. The transactions
in the Shares on behalf of JCP II Master during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
|
|
(a)
|
JCP Management, as the investment manager of JCP Partnership and JCP II Master, may be deemed the
beneficial owner of the (i) 748,060 Shares owned by JCP Partnership and (ii) 67,137 Shares owned by JCP II Master.
|
Percentage: Approximately
8.9%
|
(b)
|
1. Sole power to vote or direct vote: 815,197
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 815,197
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
JCP Management has not entered into any transactions in the Shares during the past 60 days. The
transactions in the Shares on behalf of JCP II Master during the past 60 days are set forth in Schedule A and are incorporated
herein by reference.
|
|
(a)
|
As of the close of business on May 9, 2018, Mr. Pappas directly owned 450 Shares. Mr. Pappas, as
the managing member of JCP Management and sole member of JCP Holdings, may be deemed the beneficial owner of the (i) 748,060 Shares
owned by JCP Partnership and (ii) 67,137 Shares owned by JCP II Master.
|
Percentage: Approximately
8.9%
|
(b)
|
1. Sole power to vote or direct vote: 815,647
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 815,647
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Mr. Pappas has not entered into any transactions in the Shares during the past 60 days. The transactions
in the Shares on behalf of JCP II Master during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
|
Each Reporting Person,
as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), may be deemed the beneficial owner of the Shares directly owned by the
other Reporting Persons. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes
of Section 13(d) of the Exchange Act, the beneficial owners of any securities of the Issuer he or it does not directly own. Each
of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly
own.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
.
|
Item 6 is hereby amended
to add the following:
On May 9, 2018, the
Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of
each of them of statements on Schedule 13D with respect to securities of the Issuer, to the extent required by applicable law.
A copy of this agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
|
Item 7.
|
Material to be Filed as Exhibits
.
|
Item 7 is hereby amended
to add the following exhibit:
|
99.1
|
Joint Filing Agreement, dated May 9, 2018.
|
SIGNATURES
After reasonable inquiry
and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: May 9, 2018
|
JCP Investment Partnership, LP
|
|
|
|
By:
|
JCP Investment Management, LLC
Investment Manager
|
|
|
|
By:
|
/s/ James C. Pappas
|
|
|
Name:
|
James C. Pappas
|
|
|
Title:
|
Managing Member
|
|
JCP Investment Partnership II, Master Fund LP
|
|
|
|
By:
|
JCP Investment Management, LLC
Investment Manager
|
|
|
|
By:
|
/s/ James C. Pappas
|
|
|
Name:
|
James C. Pappas
|
|
|
Title:
|
Managing Member
|
|
JCP Investment Partners, LP
|
|
|
|
By:
|
JCP Investment Holdings, LLC
|
|
General Partner
|
|
|
|
By:
|
/s/ James C. Pappas
|
|
|
Name:
|
James C. Pappas
|
|
|
Title:
|
Sole Member
|
|
JCP Investment Holdings, LLC
|
|
|
|
|
|
By:
|
/s/ James C. Pappas
|
|
|
Name:
|
James C. Pappas
|
|
|
Title:
|
Sole Member
|
|
JCP Investment Management, LLC
|
|
|
|
|
|
By:
|
/s/ James C. Pappas
|
|
|
Name:
|
James C. Pappas
|
|
|
Title:
|
Managing Member
|
|
/s/ James C. Pappas
|
|
James C. Pappas
|
SCHEDULE A
Transactions in the Shares During the Past
Sixty Days
Shares of Common
Stock Purchased
|
Price Per
Share($)
|
Date of
Purchase
|
JCP
Investment Partnership II, Master Fund LP
248
|
7.4500
|
03/13/2018
|
1
|
7.4500
|
03/14/2018
|
38,503
|
7.4000
|
05/07/2018
|
10,000
|
7.3910
|
05/08/2018
|
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