Sec Form 13G Filing - Forager Capital Management LLC filing for EASTERN CO (EML) - 2022-02-14

THE EASTERN COMPANY  

(Name of Issuer)

CUSIP No276317104

Page 2 of 7 Pages

1

NAME 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

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH

5

SOLE VOTING POWER

323,648¹

6

SHARED VOTING POWER

0

7

SOLE DISPOSITIVE POWER

323,648

8

SHARED DISPOSITIVE POWER

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

323,648

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)                                                                               

☐

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.2% 

12

TYPE OF REPORTING PERSON (See Instructions)

IA

CUSIP No276317104

Page 3 of 7 Pages

1

NAME 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

CITIZENSHIP OR PLACE OF ORGANIZATION

USA

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH

5

SOLE VOTING POWER

 
0

6

SHARED VOTING POWER

 
323,648²

7

SOLE DISPOSITIVE POWER

 
0

8

SHARED DISPOSITIVE POWER

 
323,648

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                                                                                                      

323,648

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)                                                                               

☐

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.2%

12

TYPE OF REPORTING PERSON (See Instructions)

HC; IN

CUSIP No276317104

Page 4 of 7 Pages

1

NAME 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

CITIZENSHIP OR PLACE OF ORGANIZATION

USA

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

323,648³

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

323,648

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

323,648

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)                                                                               

☐

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.2%

12

TYPE OF REPORTING PERSON (See Instructions)

HC; IN

CUSIP No276317104

Page 5 of 7 Pages

ITEM 1(a).

NAME OF ISSUER

The Eastern Company (the “Issuer”)

ITEM 1(b). 

ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES 

112 Bridge Street

Naugatuck, CT 06770 

ITEM 2(a).

NAME OF PERSONS FILING 

This joint statement on Schedule 13G is being filed by Edward Kissel, Robert MacArthur and Forager Capital Management, LLC, a Delaware limited liability company (the “Investment Adviser” and, together with Mr. Kissel and Mr. MacArthur, the “Reporting Persons”).

The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed as Exhibit 1 to this Schedule 13G, pursuant to which they have agreed to file this Schedule 13G jointly in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. 

ITEM 2(b).

ADDRESS OF PRINCIPAL BUSINESS OFFICE

The business address of each of the Reporting Persons is 2024 3rd Ave. N, Suite 201, Birmingham, AL 35203.

ITEM 2(c).   

CITIZENSHIP

The Investment Adviser is a Delaware limited liability company; Mr. Kissel is a citizen of the United States; and Mr. MacArthur is a citizen of the United States.

ITEM 2(d). 

TITLE OF CLASS OF SECURITIES

Common stock, no par value (the “Common Stock”).

ITEM 2(e).  

CUSIP NUMBER

276317104

ITEM 3.

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:

(a)

☐

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

(b)

☐

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

(c)

☐

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

(d)

☐

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

CUSIP No276317104

Page 6 of 7 Pages

(e)

☒

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

(f)

☐

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

(g)

☐

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

(h)

☐

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

(i)

☐

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);

(j)

☐

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

(k)

☐

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

ITEM 4.

OWNERSHIP

As of February 14, 2022, the Reporting Persons, in the aggregate, beneficially owned 323,648 shares of Common Stock of the Issuer, representing approximately 5.2% of such class of securities.  The beneficial ownership of each Reporting Person is as follows: (i) the Investment Adviser, as the sole general partner of a private investment fund and as the investment adviser of a separate account, beneficially owns 323,648 shares of Common Stock representing approximately 5.2% of the class; (ii) Mr. Kissel, as the managing partner of the Investment Adviser, beneficially owns 323,648 shares of Common Stock representing approximately 5.2% of the class; and (iii) Mr. MacArthur, as the managing partner of the Investment Adviser, beneficially owns 323,648 shares of Common Stock representing approximately 5.2% of the class.  The percentages of beneficial ownership reported herein, and on each Reporting Person’s cover page to this Schedule 13G, are based on a total of 6,275,180 shares of the Common Stock issued and outstanding as of October 2, 2021, as reported in most recent quarterly report of the Issuer on Form 10-Q for its fiscal quarter ended October 2, 2021. 

The Investment Adviser has the sole power to vote and dispose of the shares of Common Stock beneficially owned by such entity (as described above). Mr. Kissel has the sole power to vote and dispose of 0 shares of Common Stock, and has the shared power to vote and dispose of 323,648 shares of Common Stock. Mr. MacArthur has the sole power to vote and dispose of 0 shares of Common Stock, and has the shared power to vote and dispose of 323,648 shares of Common Stock. 

ITEM 5.

OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

Not applicable.

ITEM 6.

OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON

Certain funds and accounts to which the Investment Adviser serves as investment adviser have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Common Stock.

CUSIP No276317104

Page 7 of 7 Pages

ITEM 7.

IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON

Not applicable.

ITEM 8.

IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

Not applicable.

ITEM 9.

NOTICE OF DISSOLUTION OF GROUP

Not applicable.

ITEM 10. 

CERTIFICATION

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

FORAGER CAPITAL MANAGEMENT, LLC

EDWARD KISSEL

/s/ Edward Kissel

Edward Kissel

ROBERT MACARTHUR

/s/ Robert MacArthur

Robert MacArthur

EDWARD KISSEL

/s/ Edward Kissel

Edward Kissel

ROBERT MACARTHUR

/s/ Robert MacArthur

Robert MacArthur