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. 3)*
| 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)
December 14, 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 10 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
475,025 |
| 8.
| Shared Voting Power
| |
| 9.
| Sole Dispositive Power
475,025 | |
| 10.
| Shared Dispositive Power
|
| 11.
| Aggregate Amount Beneficially Owned by Each Reporting Person
475,025 |
| 12.
| Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ |
| 13.
| Percent of Class Represented by Amount in Row (11)
6.8% |
| 14.
| Type of Reporting Person (See Instructions)
PN |
| CUSIP No. 247368103 | 13D | Page 3 of 10 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
475,125 |
| 8.
| Shared Voting Power
| |
| 9.
| Sole Dispositive Power
475,125 | |
| 10.
| Shared Dispositive Power
|
| 11.
| Aggregate Amount Beneficially Owned by Each Reporting Person
475,125 |
| 12.
| Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ |
| 13.
| Percent of Class Represented by Amount in Row (11)
6.8% |
| 14.
| Type of Reporting Person (See Instructions)
IA |
| CUSIP No. 247368103 | 13D | Page 4 of 10 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
475,125 | |
| 9.
| Sole Dispositive Power
| |
| 10.
| Shared Dispositive Power
475,125 |
| 11.
| Aggregate Amount Beneficially Owned by Each Reporting Person
475,125 |
| 12.
| Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ |
| 13.
| Percent of Class Represented by Amount in Row (11)
6.8% |
| 14.
| Type of Reporting Person (See Instructions)
HC, IN |
| CUSIP No. 247368103 | 13D | Page 5 of 10 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
475,125 | |
| 9.
| Sole Dispositive Power
| |
| 10.
| Shared Dispositive Power
475,125 |
| 11.
| Aggregate Amount Beneficially Owned by Each Reporting Person
475,125 |
| 12.
| Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ |
| 13.
| Percent of Class Represented by Amount in Row (11)
6.8% |
| 14.
| Type of Reporting Person (See Instructions)
HC, IN |
| CUSIP No. 247368103 | Page 6 of 10 Pages |
This Amendment No. 3 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 on October 10, 2023, as amended by Amendment No. 1 on Schedule 13D with respect to the Common Stock filed by Forager Fund, LP, Forager Capital Management, LLC, Edward Kissel, Robert MacArthur and Timothy Brog on October 13, and by Amendment No. 2 filed by Forager Fund, LP, Forager Capital Management, LLC, Edward Kissel, Robert MacArthur and Timothy Brog on November 13, 2023 (such joint statement, as so amended and as amended herein, the “Schedule 13D”), amends the Schedule 13D as follows:
1. Item 2 of the Schedule 13D shall hereby be amended and restated in full as follows:
“Item 2. Identity and Background
(a) This joint statement on Schedule 13D is being filed by Forager Fund, LP, a Delaware limited partnership (the “Fund”), Forager Capital Management, LLC, a Delaware limited liability company (the “GP”), Edward Kissel and Robert MacArthur. Each of the foregoing is referred to in this Schedule 13D as a “Reporting Person” and, collectively, as the “Reporting Persons.” Mr. Kissel and Mr. MacArthur are the Managing Partners of the GP and, in this capacity, are referred to in this Schedule 13D as the “Managers.” The GP is the sole general partner of the Fund.
The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed as Exhibit 1 to this Schedule 13D, pursuant to which they have agreed to file this Schedule 13D jointly in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
(b) The business address of Mr. Kissel and Mr. MacArthur, and the address of the principal business and the principal office of the Fund and the GP, is 2025 3rd Ave. N, Suite 350, Birmingham, AL 35203.
(c) The principal business of the GP is acting as the sole general partner of the Fund. The principal business of the Fund is investing in securities. The present principal occupation or employment of each Manager is as a Managing Partner of the GP.
(d) None of the Managers, the GP and the Fund has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the Managers, the GP and the Fund was, during the last five years, a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he or it became subject to a judgment, decree or final order (1) enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or (2) finding any violation with respect to such laws.
(f) Each of the Managers is a citizen of the United States.”
| CUSIP No. 247368103 | Page 7 of 10 Pages |
2. Item 3 of the Schedule 13D shall hereby be amended and restated in full as follows:
“Item 3. Source and Amount of Funds or Other Consideration
The Reporting Persons have acquired beneficial ownership of an aggregate of 475,125 shares of Common Stock for $3,444,678.52 using working capital from the Fund and the GP.”
3. Item 4 of the Schedule 13D shall hereby be amended by inserting the following new paragraphs immediately prior to the final paragraph:
“On December 14, 2023, the Fund, the GP, Mr. MacArthur, Mr. Kissel, and Timothy Brog (collectively, “Forager”) entered into a cooperation agreement (the “Agreement”) with the Company regarding the appointment of an additional independent director to the Company’s Board of Directors (the “Board”) and certain other matters, as further described below. The term of the Agreement ends on the date that is the earlier of: (i) 30 days prior to the notice deadline under the Company’s Bylaws for the window for nomination of director candidates for election to the Board at the Company’s 2025 annual meeting of shareholders and (ii) 150 days prior to the first anniversary of the Company’s 2024 annual meeting of shareholders (the “2024 Annual Meeting”) (such period, the “Cooperation Period”).
Pursuant to the Agreement, the Company agreed to appoint Timothy Brog as a new independent director on the Board, to serve for an initial term expiring at the 2024 Annual Meeting. The Company also agreed to include Mr. Brog among the Company’s slate of director nominees for election at the 2024 Annual Meeting. Forager also agreed to withdraw its notice of shareholder nomination of individuals for election as directors at the 2024 Annual Meeting.
The Agreement provides for certain director replacement rights with respect to Mr. Brog during the Cooperation Period, pursuant to which the Company and Forager will cooperate to identify a mutually acceptable substitute to the extent Mr. Brog is unable or unwilling to serve, resigns, is removed, or ceases to serve as a director for any reason. Forager’s rights in connection with identifying such replacement director are subject to Forager continuing to satisfy certain ownership of and economic exposure to the Company’s common stock.
Under the terms of the Agreement and during the Cooperation Period, Forager agreed to vote all of its shares of the Company’s common stock (and the shares of its affiliates): (i) in favor of each director nominated and recommended by the Board for election at any meeting of shareholders of the Company; (ii) against any shareholder nomination for director that is not approved and recommended by the Board for election; and (iii) against any proposal or resolution to remove any member of the Board that is not approved and recommended by the Board. Forager also agreed to certain customary standstill restrictions during the Cooperation Period, including restrictions against acquiring any shares of the Company’s common stock that would result in Forager beneficially owning more than 19.9% of the Company’s outstanding common stock.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement, which is filed as Exhibit 5 to this Amendment No. 3 and is incorporated herein by reference.”
| CUSIP No. 247368103 | Page 8 of 10 Pages |
4. Paragraphs (a), (b) and (c) of Item 5 of the Schedule 13D shall hereby be amended and restated in full as follows:
“Item 5. Interest in Securities of the Issuer
(a, b) The percentages of beneficial ownership reported in this Item 5, and on each Reporting Person’s cover page to this Schedule 13D, are based on a total of 7,010,020 shares of Common Stock issued and outstanding as of August 4, 2023, as reported in the Issuer’s quarterly report on Form 10-Q for the fiscal quarter ended July 1, 2023. All of the share numbers reported herein are as of December 20, 2023, unless otherwise indicated. Each Reporting Person’s cover page to this Schedule 13D for is incorporated by reference into this Item 5(a, b).
The Reporting Persons, in the aggregate, beneficially own 475,125 shares of Common Stock of the Issuer, representing approximately 6.8% of such class of securities. The beneficial ownership of each Reporting Person is as follows: (i) the Fund beneficially owns 475,025 shares of Common Stock representing approximately 6.8% of the class; (ii) the GP, as the sole general partner of the Fund, beneficially owns 475,125 shares of Common Stock representing approximately 6.8% of the class; (iii) Mr. Kissel, as the managing partner of the GP, beneficially owns 475,125 shares of Common Stock representing approximately 6.8% of the class; and (iv) Mr. MacArthur, as the managing partner of the GP, beneficially owns 475,125 shares of Common Stock representing approximately 6.8% of the class.
Each of the Fund and the GP has the sole power to vote and dispose of the shares of Common Stock beneficially owned by such entity (as described above). Each of Mr. Kissel and Mr. MacArthur has the shared power to vote and dispose of the shares of Common Stock beneficially owned by such person (as described above).
(c) Except as otherwise described in this Schedule 13D, no Reporting Person, other than the Fund as set forth in the table below, effected any transaction in the Common Stock since November 13, 2023 (the date of the filing of Amendment No. 2 to the Schedule 13D):
| Date of Purchase |
| Shares Purchased (#) |
|
| Purchase Price per Share ($) |
| ||
| 11/13/2023 |
|
| 1,644 |
|
| $ | 8.3482 |
|
| 12/08/2023 |
|
| 31,602 |
|
| $ | 7.0929 |
|
| 12/12/2023 |
|
| 170 |
|
| $ | 7.1000 |
|
| 12/13/2023 |
|
| 483 |
|
| $ | 7.0791 |
|
The above-listed transactions were conducted in the ordinary course of business on the open market for cash, and the purchase prices do not reflect brokerage commissions paid.”
| CUSIP No. 247368103 | Page 9 of 10 Pages |
5. Item 7 of the Schedule 13D shall hereby be amended by amending and restating in full the following Exhibit to reflect that Timothy Brog is no longer a party to the Joint Filing Agreement attached as such Exhibit:
|
| Exhibit 1 | Joint Filing Agreement by and among Forager Fund, LP, Forager Capital Management, LLC, Edward Kissel and Robert MacArthur dated December 20, 2023. |
6. Item 7 of the Schedule 13D shall hereby be amended by adding the following Exhibit:
|
| Exhibit 5 | Cooperation Agreement dated as of December 14, 2023, by and among Forager Fund, LP, Forager Capital Management, LLC, Robert MacArthur, Edward Kissel, Timothy Brog, and the Issuer. |
7. 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 10 of 10 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.
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| Date: December 20, 2023 |
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| FORAGER FUND, LP |
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| By: | Forager Capital Management, LLC, |
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| its General Partner |
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| By: | /s/ Robert MacArthur |
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| Robert MacArthur |
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| Managing Partner |
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| FORAGER CAPITAL MANAGEMENT, LLC |
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| By: | /s/ Robert MacArthur |
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| Robert MacArthur |
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| Managing Partner |
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| ROBERT MACARTHUR |
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| /s/ Robert MacArthur |
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| EDWARD KISSEL |
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| /s/ Edward Kissel |
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| CUSIP No. 247368103 | Page 1 of 1 Pages |
Exhibit 1
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree, as of December 20, 2023, that only one statement containing the information required by Schedule 13D, and each amendment thereto, need be filed with respect to the ownership of each of the undersigned of shares of common stock of Delta Apparel, Inc., a Georgia corporation, and the statement to which this Joint Filing Agreement is attached as Exhibit 1 is filed on behalf of each of the undersigned.
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| FORAGER FUND, LP |
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| By: | Forager Capital Management, LLC, |
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| its General Partner |
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| By: | /s/ Robert MacArthur |
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| Robert MacArthur |
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| Managing Partner |
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| FORAGER CAPITAL MANAGEMENT, LLC |
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| By: | /s/ Robert MacArthur |
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| Robert MacArthur |
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| Managing Partner |
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| ROBERT MACARTHUR |
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| /s/ Robert MacArthur |
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| EDWARD KISSEL |
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| /s/ Edward Kissel |
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