Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
CRAWFORD & COMPANY
(Name of Issuer)
Class B Common Stock, $1.00 Par Value
(Title of Class of Securities)
224633107
(CUSIP Number)
David Nierenberg
The D3 Family Funds
19605 NE 8th Street
Camas, WA 98607
(360) 604-8600
The D3 Family Funds
19605 NE 8th Street
Camas, WA 98607
(360) 604-8600
With a copy to:
Christopher P. Davis
Kleinberg, Kaplan, Wolff & Cohen, P.C.
500 Fifth Avenue
New York, NY 10110
(212) 986-6000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Authorized to Receive Notices and Communications)
November 18, 2021
(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 [ ].
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1
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NAME OF REPORTING PERSONS
The D3 Family Fund, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)[X]
(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 (See Instructions)
WC
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||
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Washington
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NUMBER OF SHARES
BENEFICIALLY
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7
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SOLE VOTING POWER
0
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OWNED BY
EACH
REPORTING
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8
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SHARED VOTING POWER
0
|
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PERSON
WITH
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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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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0
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
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14
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TYPE OF REPORTING PERSON (See Instructions)
PN
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1
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NAME OF R
EPORTING PERSONS
The D3 Family Bulldog Fund, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)[X]
(b)[ ]
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||
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3
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SEC USE ONLY
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||
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4
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SOURCE OF FUNDS (See Instructions)
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Washington
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NUMBER OF SHARES
BENEFICIALLY
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7
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SOLE VOTING POWER
0
|
|
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OWNED BY
EACH
REPORTING
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0
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SHARED VOTING POWER
0
|
|
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PERSON
WITH
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9
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SOLE DISPOSITIVE POWER
0
|
|
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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||
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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)
0%
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14
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TYPE OF REPORTING PERSON
PN
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1
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NAME OF REPORTING PERSONS
Benedict Value Fund, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)[X]
(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 (See Instructions)
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Washington
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NUMBER OF SHARES
BENEFICIALLY
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7
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SOLE VOTING POWER
0
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|
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OWNED BY
EACH
REPORTING
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8
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SHARED VOTING POWER
39,624
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|
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PERSON
WITH
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9
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SOLE DISPOSITIVE POWER
0
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|
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10
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SHARED DISPOSITIVE POWER
39,624
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
39,624
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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)
Less than1%
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14
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TYPE OF REPORTING PERSON
PN
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1
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NAME OF REPORTING PERSONS
Haredale Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)[X]
(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 (See Instructions)
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Bahamas
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NUMBER OF SHARES
BENEFICIALLY
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7
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SOLE VOTING POWER
0
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|
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OWNED BY
EACH
REPORTING
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8
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SHARED VOTING POWER
0
|
|
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PERSON
WITH
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9
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SOLE DISPOSITIVE POWER
0
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|
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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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)
0%
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14
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TYPE OF REPORTING PERSON
CO
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1
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NAME OF REPORTING PERSONS
Nierenberg Investment Management Company, Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)[X]
(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 (See Instructions)
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Washington
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NUMBER OF SHARES
BENEFICIALLY
|
7
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SOLE VOTING POWER
0
|
|
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OWNED BY
EACH
REPORTING
|
8
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SHARED VOTING POWER
39,624
|
|
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PERSON
WITH
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9
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SOLE DISPOSITIVE POWER
0
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|
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10
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SHARED DISPOSITIVE POWER
39,624
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
39,624
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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)
Less than 1%
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14
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TYPE OF REPORTING PERSON
CO
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1
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NAME OF REPORTING PERSONS
David Nierenberg
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)[X]
(b)[ ]
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3
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SEC USE ONLY
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||
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4
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SOURCE OF FUNDS (See Instructions)
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF SHARES
BENEFICIALLY
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7
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SOLE VOTING POWER
0
|
|
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OWNED BY
EACH
REPORTING
|
8
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SHARED VOTING POWER
39,624
|
|
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PERSON
WITH
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9
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SOLE DISPOSITIVE POWER
0
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|
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10
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SHARED DISPOSITIVE POWER
39,624
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
39,624
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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)
Less than 1%
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14
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TYPE OF REPORTING PERSON
IN
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The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned (this “Amendment No. 2). This Amendment No. 2 amends the Schedule 13D as specifically set
forth herein.
Item 1. Security and Issuer.
Item 1 of the Schedule 13D is hereby amended and restated in its entirety as follows:
“This Schedule 13D (the “Schedule 13D”) is being filed with respect to the shares of Class B 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 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows:
“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 $311,924. 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
Crawford and Company has repurchased all shares owned by The D3 Family Fund, LP, The D3 Family Bulldog Fund, LP and Haredale Limited, while Benedict Value Fund continues holding
its small passive stake.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D are hereby amended and restated in its entirety as follows:
“(a) The aggregate percentage of Shares reported owned by each
person named herein is based upon 22,398,645 Shares outstanding as of November 1, 2021, 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
November 8, 2021.
As of the close of business on the date hereof, the Family Fund individually beneficially owned 0 Shares, constituting 0% of all of the outstanding Shares.
As of the close of business on the date hereof, the Bulldog Fund individually beneficially owned 0 Shares, constituting 0% 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 0 Shares, constituting less than 0% 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 39,624 Shares, beneficially owned in the aggregate by the D3 Family Funds and the Managed Account, constituting less than 1% 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 39,624 Shares
beneficially owned by NIMCO, constituting less than 1% of all of the outstanding Shares.
The Reporting Persons, in the aggregate, beneficially own 39,624 Shares, constituting less than 1% of the outstanding Shares.
(b) The Family 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 0 Shares held by the Family Fund.
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 0
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 0 Shares
held by the Managed Account.
(c) During the last sixty (60) days, the following sale of Shares
were made by the Reporting Persons in a private transaction:
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Fund
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Transaction Date
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Shares sold
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Price
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D3 Family Fund LP
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11/18/2021
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506,133
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8.23
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D3 Family Bulldog Fund LP
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11/18/2021
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1,027,860
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8.23
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Haredale Ltd
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11/18/2021
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52,690
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8.23
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(d) No Person other than the Reporting Persons has the right to receive or the power to direct the receipt of distributions or dividends from,
or the proceeds from the transfer of, the reported securities.
(e) The date on
which the Reporting Persons ceased to be the beneficial owner of more than five percent of the Shares was November 18, 2021. The filing of this Amendment No. 2 represents the final amendment to the Schedule 13D and constitutes an exit filing for
the Reporting Persons.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
Item 6 of the Schedule 13D are hereby amended to add the following:
On November 18, 2021, the Company entered into a Stock Purchase Agreement (the
“Purchase Agreement”) with Mr. Nierenberg, the Family Fund, the Bulldog Fund and the Managed Account. The Purchase Agreement is entered into pursuant to the Company’s board-authorized share repurchase program. Pursuant to the Purchase Agreement,
the Company repurchased 508,133 Shares from the Family Fund, 1,027,860 Shares from the Bulldog Fund and 52,690 Shares from the Managed Account for an aggregate of 1,586,683 Shares. Pursuant to the Purchase Agreement, the Company paid a purchase
price of $8.23 per share, for an aggregate purchase price of $13,058,401.09.
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.
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D3 Family Fund, L.P., D3 Family Bulldog
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Fund, L.P., Benedict Value Fund, L.P.
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By: Nierenberg Investment Management
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Company, Inc.
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Its: General Partner
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November 22, 2021
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By: /s/ David Nierenberg
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David Nierenberg, President
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Haredale Ltd.
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By: Nierenberg Investment Management
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Company, Inc.
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Its: Investment Manager
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November 22, 2021
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By: /s/ David Nierenberg
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David Nierenberg, President
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By: Nierenberg Investment Management
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Company, Inc.
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November 22, 2021
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By: /s/ David Nierenberg
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David Nierenberg, President
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November 22, 2021
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By: /s/ David Nierenberg
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David Nierenberg, President
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