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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
WYNNEFIELD PARTNERS SMALL CAP VALUE LP 450 SEVENTH AVENUE SUITE 509 NEW YORK, NY 10123 |
X | |||
WYNNEFIELD PARTNERS SMALL CAP VALUE LP I 450 SEVENTH AVENUE SUITE 509 NEW YORK, NY 10123 |
X | |||
WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND LTD 450 SEVENTH AVE SUITE 509 NEW YORK, NY 10123 |
X | |||
WYNNEFIELD CAPITAL MANAGEMENT LLC 450 SEVENTH AVE SUITE 509 NEW YORK, NY 10123 |
X | |||
WYNNEFIELD CAPITAL INC 450 SEVENTH AVENUE SUITE 509 NEW YORK, NY 10123 |
X | |||
OBUS NELSON 450 SEVENTH AVENUE SUITE 509 NEW YORK, NY 10123 |
X | |||
LANDES JOSHUA 450 SEVENTH AVENUE SUITE 509 NEW YORK, NY 10123 |
X |
WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P., By: Wynnefield Capital Management, LLC, General Partner, /s/ Nelson Obus, Managing Member | 07/06/2012 | |
**Signature of Reporting Person | Date | |
WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I, By: Wynnefield Capital Management, LLC, General Partner, /s/ Nelson Obus, Managing Member | 07/06/2012 | |
**Signature of Reporting Person | Date | |
WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD., By: Wynnefield Capital, Inc., /s/ Nelson Obus, President | 07/06/2012 | |
**Signature of Reporting Person | Date | |
WYNNEFIELD CAPITAL, INC. PROFIT SHARING PLAN, /s/ Nelson Obus, Authorized Signatory | 07/06/2012 | |
**Signature of Reporting Person | Date | |
WYNNEFIELD CAPITAL MANAGEMENT, LLC, /s/ Nelson Obus, Managing Member | 07/06/2012 | |
**Signature of Reporting Person | Date | |
WYNNEFIELD CAPITAL, INC., /s/ Nelson Obus, President | 07/06/2012 | |
**Signature of Reporting Person | Date | |
/s/ Nelson Obus, Individually | 07/06/2012 | |
**Signature of Reporting Person | Date | |
/s/ Joshua Landes, Individually | 07/06/2012 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | On the date hereof, Wynnefield Partners Small Cap Value L.P. ("Partners") directly beneficially owns 811,391 shares of common stock of Summer Infant, Inc. (SUMR). Wynnefield Capital Management, LLC ("WCM"), as the sole general partner of Partners, has an indirect beneficial ownership interest in the shares of common stock that Partners directly beneficially owns. Nelson Obus and Joshua Landes, as co-managing members of WCM, have an indirect beneficial ownership interest in the shares of common stock that Partners directly beneficially owns. |
(2) | On the date hereof, Partners has an indirect beneficial ownership interest in 1,205,209 shares of common stock, which are directly beneficially owned by Wynnefield Partners Small Cap Value L.P.I ("Partners I"). WCM, as the sole general partner of Partners I, has indirect beneficial ownership interest in the shares of common stock that Partners I directly beneficially owns. Mr. Obus and Mr. Landes, as co-managing members of WCM, have an indirect beneficial ownership interest in the shares of common stock that Partners I directly beneficially owns. |
(3) | On the date hereof, Partners has an indirect beneficial ownership interest in 641,058 shares of common stock which are directly beneficially owned by Wynnefield Small Cap Value Offshore Fund, Ltd ("Offshore"). Wynnefield Capital, Inc. ("WCI"), as the sole investment manager of Offshore, has an indirect beneficial ownership interest in the shares of common stock that Offshore directly beneficially owns. Mr. Obus and Mr. Landes, as principal executive officers of WCI have an indirect beneficial ownership interest in the shares of common stock that Offshore directly beneficially owns. |
(4) | On the date hereof, Partners has an indirect beneficial ownership interest in 85,000 shares of common stock, which are directly beneficially owned by the Plan. Mr. Obus has the power to vote and dispose of the Plan's investments in securities and has an indirect beneficial ownership interest in the shares of common stock that the Plan directly beneficially owns. |
Remarks: This Form 4 is being filed jointly by Wynnefield Partners Small Cap Value, L.P. ("Partners"), Wynnefield Partners Small Cap Value, L.P. I ("Partners I"), Wynnefield Small Cap Value Offshore Fund, Ltd. ("Offshore"), Wynnefield Capital Inc. Profit Sharing Plan (the "Plan"), Wynnefield Capital Management, LLC ("WCM"), Wynnefield Capital, Inc. ("WCI"), Nelson Obus and Joshua Landes (each, a "Reporting Person"), as members of a group under Section 13(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act"). Each of the Reporting Persons maintains an office at the same address. Each of the Reporting Persons identified in this statement disclaims beneficial ownership of the securities described in this statement, except to the extent of their individual respective pecuniary interest in such securities. |