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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 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 | |||
| /s/ Nelson Obus (a), WYNNEFIELD PARTNERS SMALL CAP VALUE, LP | 06/27/2005 | |
| **Signature of Reporting Person | Date | |
| /s/ Nelson Obus (b), WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I | 06/27/2005 | |
| **Signature of Reporting Person | Date | |
| /s/ Nelson Obus (c), WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD. | 06/27/2005 | |
| **Signature of Reporting Person | Date | |
| /s/ Nelson Obus, General Partner, CHANNEL PARTNERSHIP II L.P. | 06/27/2005 | |
| **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) | This Statement relates to a transaction which occurred on June 24, 2005. On the date hereof, the Reporting Person directly beneficially owned 515,600 shares of the Common Stock, par value $1.00 per share (the "Common Stock") of Crown Crafts Inc. (CRWS) ("Crown Crafts"). |
| (2) | The Reporting Person has an indirect beneficial ownership interest in securities held in the name of Channel Partnership II, L.P., as members of a group under Section 13(d) of the Securities Exchange Act of 1934, as amended. Channel Partnership II, L.P., which maintains offices at the same address as the Reporting Person, is filing this Form jointly with the Reporting Person, and directly beneficially owns the securities of Crown Crafts to which the Reporting Person claims indirect beneficial ownership. On the date hereof, Channel Partnership II, L.P. directly beneficially owns 11,600 shares of Common Stock. |
| (3) | The Reporting Person has an indirect beneficial ownership interest in securities held in the name of Wynnefield Partners Small Cap Value, L.P. I, as members of a group under Section 13(d) of the Securities Exchange Act of 1934, as amended. Wynnefield Partners Small Cap Value, L.P. I, which maintains offices at the same address as the Reporting Person, is filing this Form jointly with the Reporting Person, and directly beneficially owns these securities of Crown Crafts to which the Reporting Person claims indirect beneficial ownership. On the date hereof, Wynnefield Partners Small Cap Value, L.P. I directly beneficially owns 584,200 shares of Common Stock. |
| (4) | The Reporting Person has an indirect beneficial ownership interest in securities held in the name of Wynnefield Small Cap Value Offshore Fund, Ltd., as members of a group under Section 13(d) of the Securities Exchange Act of 1934, as amended. Wynnefield Small Cap Value Offshore Fund, Ltd., which maintains offices at the same address as the Reporting Person, is filing this Form jointly with the Reporting Person, and directly beneficially owns these securities of Crown Crafts to which the Reporting Person claims indirect beneficial ownership. On the date hereof, Wynnefield Small Cap Value Offshore Fund, Ltd. directly beneficially owns 322,435 shares of Common Stock. |
| Remarks: Signature for each entity: (a) Nelson Obus is the Managing Member of Wynnefield Capital Management, LLC, the general partner of Wynnefield Partners Small Cap Value, L. P. (b) Nelson Obus is the Managing Member of Wynnefield Capital Management, LLC, the general partner of Wynnefield Partners Small Cap Value, L.P. I (c) Nelson Obus is the President of Wynnefield Capital, Inc., the Investment Manager of Wynnefield Small Cap Value Offshore Fund, Ltd. | |