Sec Form 13D Filing - Forager Fund L.P. filing for DELTA APPAREL INC (DLAPQ) - 2023-10-13

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.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

Delta Apparel, Inc.

(Name of Issuer)

 

Common stock, $0.01 par value

(Title of Class of Securities)

 

247368103

(CUSIP Number)

 

Forager Fund, L.P.

Attn: Edward Kissel

2025 3rd Ave. N, Suite 350

Birmingham, AL 35203

205-383-4763

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

 

October 11, 2023

(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 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. 247368103  

13D

Page 2 of 8 Pages

   

1.

 

Names of Reporting Persons

 

Forager Fund, LP

2.

 

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

 

 

(a) ☒

(b) ☐

3.

SEC Use Only

4.

Source of Funds (See Instructions) WC

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐

6.

Citizenship or Place of Organization Delaware

  

 Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

7.

Sole Voting Power 343,857

8.

Shared Voting Power

9.

Sole Dispositive Power 343,857

10. 

Shared Dispositive Power

  

11.

Aggregate Amount Beneficially Owned by Each Reporting Person    343,857

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ☐

13.

Percent of Class Represented by Amount in Row (11)       4.9%

14.

Type of Reporting Person (See Instructions)   PN

  

 

 

 

CUSIP No. 247368103  

13D

Page 3 of 8 Pages

     

1.

 

Names of Reporting Persons

 

Forager Capital Management, LLC

2.

 

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

 

 

(a) ☒

(b) ☐

3.

SEC Use Only

4.

Source of Funds (See Instructions) WC

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐

6.

Citizenship or Place of Organization Delaware

  

 Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

7.

Sole Voting Power 343,957

8.

Shared Voting Power

9.

Sole Dispositive Power 343,957

10.

Shared Dispositive Power

  

11.

Aggregate Amount Beneficially Owned by Each Reporting Person 343,957

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ☐

13.

Percent of Class Represented by Amount in Row (11)      4.9%

14.

Type of Reporting Person (See Instructions) IA

 

 

 

 

CUSIP No. 247368103  

13D

Page 4 of 8 Pages

   

1.

 

Names of Reporting Persons

 

Edward Kissel

2.

 

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

 

 

(a) ☒

(b) ☐

3.

SEC Use Only

4.

Source of Funds (See Instructions) AF

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐

6.

Citizenship or Place of Organization USA

 

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

7.

Sole Voting Power

8.

Shared Voting Power 343,957

9.

Sole Dispositive Power

10.

Shared Dispositive Power 343,957

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person    343,957 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ☐

13.

Percent of Class Represented by Amount in Row (11)       4.9%

14.

Type of Reporting Person (See Instructions)   HC, IN

 

 

 

 

CUSIP No. 247368103  

13D

Page 5 of 8 Pages

   

1.

Names of Reporting Persons

 

Robert MacArthur

2.

 

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

 

 

(a) ☒

(b) ☐

3.

SEC Use Only

4.

Source of Funds (See Instructions) AF

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐

6.

Citizenship or Place of Organization USA

 

 Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

7.

Sole Voting Power   

8.

Shared Voting Power     343,957

9.

Sole Dispositive Power   

10.

Shared Dispositive Power   343,957

  

11.

Aggregate Amount Beneficially Owned by Each Reporting Person    343,957

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ☐

13.

Percent of Class Represented by Amount in Row (11)       4.9%

14.

Type of Reporting Person (See Instructions)   HC, IN

 

 

 

 

CUSIP No. 247368103  

13D

Page 6 of 8 Pages

   

1.

 

Names of Reporting Persons

 

Timothy Brog

2.

 

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

 

 

(a) ☒

(b) ☐

3.

SEC Use Only

4.

Source of Funds (See Instructions)    PF

 5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)   ☐

6.

Citizenship or Place of Organization    USA 

 

 Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With 

7.

Sole Voting Power   51,100

8.

Shared Voting Power     

9.

Sole Dispositive Power    51,100

10.

Shared Dispositive Power  

  

11.

Aggregate Amount Beneficially Owned by Each Reporting Person    51,100

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ☐

13.

Percent of Class Represented by Amount in Row (11)       0.7%

14.

Type of Reporting Person (See Instructions)   IN

 

 

 

 

CUSIP No. 247368103  

 

Page 7 of 8 Pages

   

This Amendment No. 1 to the joint statement on Schedule 13D with respect to the common stock, par value $0.01 per share (the “Common Stock”), of Delta Apparel, Inc., a Georgia corporation (the “Issuer”), filed by Forager Fund, LP, Forager Capital Management, LLC, Edward Kissel, Robert MacArthur and Timothy Brog (collectively, the “Reporting Persons”) on October 10, 2023 (such joint statement, as amended herein, the “Schedule 13D”), amends the Schedule 13D as follows:

 

1. Item 4 of the Schedule 13D shall hereby be amended by inserting the following new paragraph after the second paragraph:

 

On October 11, 2023, the GP sent a letter to the Issuer setting forth its intention to nominate four directors for election at the Issuer’s 2024 annual meeting of shareholders of the Issuer (the “Annual Meeting”) and serving as a notice of nomination in accordance with the Issuer’s bylaws and Rule 14a-19(b) under the Securities Exchange Act of 1934, as amended. In the letter, the GP nominated, and notified the Issuer of the GP’s intent to nominate, David Berry, Matthew Dickman, Timothy Brog, and Susan Westphal as nominees for election to the Issuer’s board of directors at the Annual Meeting.

 

2. Except as expressly modified hereby, all provisions of the Schedule 13D shall continue in full force and effect.

 

[signature page follows]

 

 

 

 

CUSIP No. 247368103  

 

Page 8 of 8 Pages

   

Signature

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 

DATE: October 13, 2023

 

 

 

 

 

 

FORAGER FUND, LP

 

 

 

 

 

 

By:

Forager Capital Management, LLC,

 

 

 

its General Partner

 

 

 

 

 

 

By:

/s/ Robert MacArthur

 

 

 

Robert MacArthur

 

 

 

Managing Partner

 

 

 

 

 

 

FORAGER CAPITAL MANAGEMENT, LLC

 

 

 

 

 

 

By:

/s/ Robert MacArthur

 

 

 

Robert MacArthur

 

 

 

Managing Partner

 

 

 

 

 

 

ROBERT MACARTHUR

 

 

 

 

 

 

/s/ Robert MacArthur

 

 

 

 

 

 

EDWARD KISSEL

 

 

 

 

 

 

/s/ Edward Kissel

 

 

 

 

 

 

TIMOTHY BROG

 

 

 

 

 

/s/ Timothy Brog