Sec Form 13G Filing - HENRY PARTNERS L P filing for CSS INDUSTRIES INC (CSS) - 2020-01-16

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.

Names of Reporting Persons

Henry Partners, L.P.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☒        (b)  ☐

SEC USE ONLY

Citizenship or Place of Organization

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

Sole Voting Power

250,000 shares

Shared Voting Power

None

Sole Dispositive Power

250,000 shares

Shared Dispositive Power

None

Aggregate Amount Beneficially Owned by Each Reporting Person

Henry Partners, L.P. – 250,000 shares

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

☐

Percent of Class Represented by Amount in Row (9)*

2.8% for Henry Partners, L.P.

Type of Reporting Person (See Instructions)

PN

Henry Investment Trust, L.P. is the sole general partner of each of Henry Partners, L.P. and Matthew Partners, L.P.    Reference is made to Item 4 of this Schedule 13G.

Names of Reporting Persons

Matthew Partners, L.P.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☒        (b)  ☐

SEC USE ONLY

Citizenship or Place of Organization

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

Sole Voting Power

205,000 shares

Shared Voting Power

None

Sole Dispositive Power

205,000 shares

Shared Dispositive Power

None

Aggregate Amount Beneficially Owned by Each Reporting Person

Matthew Partners, L.P. – 205,000 shares;

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

☐

Percent of Class Represented by Amount in Row (9)*

2.3% for Matthew Partners, L.P.

Type of Reporting Person (See Instructions)

PN

Henry Investment Trust, L.P. is the sole general partner of each of Henry Partners, L.P. and Matthew Partners, L.P. Reference is made to Item 4 of this Schedule 13G.

Names of Reporting Persons

Henry Investment Trust, L.P.

Check the Appropriate Box if a Member of a Grou p (See Instructions)

(a)  ☒*        (b)  ☐

SEC USE ONLY

Citizenship or Place of Organization

Pennsylvania

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

Sole Voting Power

455,000 shares

Shared Voting Power

None

Sole Dispositive Power

455,000 shares

Shared Dispositive Power

None

Aggregate Amount Beneficially Owned by Each Reporting Person*

Henry Investment Trust, L.P. – 455,000 shares

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

☐

Percent of Class Represented by Amount in Row (9)

5.1% for Henry Investment Trust, L.P.

Type of Reporting Person (See Instructions)

PN

Henry Investment Trust, L.P. is the sole general partner of each of Henry Partners, L.P. and Matthew Partners, L.P. Reference is made to Item 4 of this Schedule 13G.

Names of Reporting Persons

David W. Wright

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☒*        (b)  ☐

SEC USE ONLY

Citizenship or Place of Organization

Pennsylvania

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

Sole Voting Power

457,000 shares (including 2,000 shares held individually by Mr. Wright)*

Shared Voting Power

None

Sole Dispositive Power

457,000 shares (including 2,000 shares held individually by Mr. Wright)*

Shared Dispositive Power

None

Aggregate Amount Beneficially Owned by Each Reporting Person*

457,000 shares (including 2,000 shares held individually by Mr. Wright)*

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

☐

Percent of Class Represented by Amount in Row (9)

5.1% for David W. Wright (including 0.02% owned individually by Mr. Wright)

Type of Reporting Person (See Instructions)

PN

David W. Wright is the President of Canine Partners, LLC, which is the sole general partner of Henry Investment Trust, L.P. Henry Investment Trust, L.P. is the sole general partner of each of Henry Partners, L.P. and Matthew Partners, L.P. Reference is made to Item 4 of this Schedule 13G.

Name of Issuer:

Address of Issuer’s Principal Executive Offices:

Name of Person Filing:

Henry Partners, L.P.

Matthew Partners, L.P.

Henry Investment Trust, L.P.

David W. Wright

Address of Principal Business Office or, if none, Residence:

255 South 17^th Street, Suite 1102

255 South 17^th Street, Suite 1102

255 South 17^th Street, Suite 1102

255 South 17^th Street, Suite 1102

Citizenship:

Delaware

Delaware

Pennsylvania

Pennsylvania

Title of Class of Securities:

CUSIP Number:

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).

Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).

Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).

Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).

An employee benefit plan or endowment fund in accordance with §240.13d-(b)(1)(ii)(F).

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).

A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J).

Group, in accordance with §240.13d-(b)(1)(ii)(K).

Ownership.

Amount beneficially owned:

250,000 shares

205,000 shares

455,000 shares (Henry Investment Trust, L.P. may be deemed a beneficial owner of the shares held by Henry Partners, L.P. and Matthew Partners, L.P. solely because Henry Investment Trust, L.P. is the general partner of those partnerships)

457,000 shares (including 2,000 shares held individually by Mr. Wright).

Percent of Class:

2.8%

2.3%

5.1%

5.1% (including 0.02% held individually by Mr. Wright)

Number of Shares as to which the person has:

Sole power to vote or to direct the vote:

250,000 shares

205,000 shares

455,000 shares (Henry Investment Trust, L.P. may be deemed a beneficial owner of the shares held by Henry Partners, L.P. and Matthew Partners, L.P. solely because Henry Investment Trust, L.P. is the general partner of those partnerships)

457,000 shares (including 2,000 shares held individually by Mr. Wright).

Shared power to vote or to direct the vote:

-0-

-0-

-0-

-0-

Sole power to dispose or to direct the disposition of:

250,000 shares

205,000 shares

455,000 shares (Henry Investment Trust, L.P. may be deemed a beneficial owner of the shares held by Henry Partners, L.P. and Matthew Partners, L.P. solely because Henry Investment Trust, L.P. is the general partner of those partnerships)

457,000 shares (including 2,000 shares held individually by Mr. Wright).

Shared power to dispose or to direct the disposition of:

-0-

-0-

-0-

-0-

Ownership of Five Percent or Less of a Class.

Ownership of More than Five Percent on Behalf of Another Person.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Identification and Classification of Members of the Group.

Notice of Dissolution of Group.

Certifications.