Sec Form 13D Filing - Nierenberg Investment Management Company Inc. filing for CRAWFORD & CO (CRDA) - 2020-10-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. )

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

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

(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 [  ].

This Schedule 13D (the “Schedule 13D”) is being filed with respect to the shares of common stock (the “Shares”) of Crawford and Co. a Georgia corporation (“the “Company” or the “Issuer”). The address of the principal executive office of the Company is 5355 Triangle Parkway, Peachtree Corners, Georgia 30092-6500.

Item 2.  Identity and Background.

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

The total amount of funds used by the Reporting Persons to make all purchases of Shares beneficially owned by the Reporting Persons, as reported in Item 5(a,b) was approximately $10,984,753. The source of funds for purchases of Shares by each of the Reporting Persons is the working capital of the applicable D3 Family Fund and the Managed Account.

Item 4.  Purpose of Transaction

On October 20, 2020, Mr. Nierenberg reached out to the Board of Directors of the Issuer (the “Board”) to express his interest in joining the Board.

No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons may develop plans and/or make proposals with respect to, or with respect to potential changes in, the operations, management, the certificate of incorporation and bylaws, Board composition, ownership, capital or corporate structure, dividend policy, strategy and plans of the Issuer, potential strategic transactions involving the Issuer or certain of the Issuer's businesses or assets, or may change their intention with respect to any and all matters referred to in this Item 4.  The Reporting Persons intend to continue to communicate with the Issuer's management and Board about a broad range of operational and strategic matters. The Reporting Persons intend to review their investment in the Issuer on a continuing basis and may from time to time in the future express their views to and/or meet with management, the Board, other shareholders or third parties and/or formulate plans or proposals regarding the Issuer, its assets or its securities. Such plans or proposals may include one or more plans that relate to or would result in any of the actions set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D.

Item 5.  Interest in Securities of the Issuer.

As of the close of business on the date hereof, the Family Fund individually beneficially owned 425,783 Shares, constituting approximately 1.9% of all of the outstanding Shares.

As of the close of business on the date hereof, the Bulldog Fund individually beneficially owned 811,888 Shares, constituting approximately 3.6% of all of the outstanding Shares.

As of the close of business on the date hereof, the Benedict Value Fund individually beneficially owned 39,624 Shares, constituting approximately less than 1% of all of the outstanding Shares.

As of the close of business on the date hereof, the Managed Account individually beneficially owned 40,667 Shares, constituting less than 1% of all of the outstanding Shares.

By virtue of its relationships with each of the D3 Family Funds and the Managed Account discussed in further detail in Item 2, NIMCO may be deemed to be the beneficial owner of the 1,317,962 Shares, beneficially owned in the aggregate by the D3 Family Funds and the Managed Account, constituting approximately 5.9% of all of the outstanding Shares.

By virtue of his relationship with NIMCO discussed in further detail in Item 2, Mr. Nierenberg may be deemed to be the beneficial owner of the 1,317,962 Shares beneficially owned by NIMCO, constituting approximately 5.9% of all of the outstanding Shares.

The Reporting Persons, in the aggregate, beneficially own 1,317,962 Shares, constituting approximately 5.9% of the outstanding Shares.

The Bulldog Fund, NIMCO and Mr. Nierenberg have shared power (i) to vote or direct the vote of, and (ii) to dispose or direct the disposition of, the 811,888 Shares held by the Bulldog Fund.

The Benedict Value Fund and Mr. Nierenberg have shared power (i) to vote or direct the vote of, and (ii) to dispose or direct the disposition of, the 39,624 Shares held by the Benedict Value Fund.

The Managed Account and Mr. Nierenberg have shared power (i) to vote or direct the vote of, and (ii) to dispose or direct the disposition of, the 40,667 Shares held by the Managed Account.

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

The Reporting Persons have entered into a joint filing agreement, dated as of October 30, 2020, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 7.  Material to be filed as Exhibits

SIGNATURE

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