13D Filing: Barington Capital Group, L.P. and Eastern Co (EML)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

SCHEDULE 13D

(Rule 13d-101)

(Amendment No. 8)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

The Eastern Company

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

276317104

(CUSIP Number)

James A. Mitarotonda

Barington Capital Group, L.P.

888 Seventh Avenue, 17th
Floor

New York, NY 10019

(212) 974-5700

Eric W. Kaup

Hilco Inc.

5 Revere Drive, Suite 206

Northbrook, IL 60062

(847) 274-8846

(Name, Address and Telephone
Number of

Person Authorized to Receive Notices

and Communications)

May 19, 2017

(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 Rule 13d-1(e), 13d-1(f),
or 13d-1(g), check the following box: ¨.

(Continued
on following pages)

(Page 1 of 13 Pages)

SCHEDULE 13D

SCHEDULE 13D

SCHEDULE 13D

SCHEDULE 13D

SCHEDULE 13D

SCHEDULE 13D

SCHEDULE 13D

Page 9 of 14 Pages

This Amendment No. 8 amends and supplements
the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on September 30, 2014, as amended by
that certain Amendment No. 1 filed on February 6, 2015, Amendment No. 2 filed on February 23, 2015, Amendment No. 3 filed on March
9, 2015, Amendment No. 4 filed on March 27, 2015, Amendment No. 5 filed on April 13, 2015, Amendment No. 6 filed on August 5, 2015
and Amendment No. 7 filed on September 14, 2015 (collectively, the “Statement”), by and on behalf of Barington Companies
Equity Partners, L.P. (“Barington”) and others with respect to the common stock, no par value (the “Common Stock”),
of The Eastern Company, a Connecticut corporation (the “Company” or “Eastern”). The principal executive
offices of the Company are located at 112 Bridge Street, Naugatuck, Connecticut 06770.

The second paragraph of Item 2(a)-(c) of the
Statement is hereby amended and restated as follows:

As of the close of business on May 22, 2017,
the Reporting Entities are the beneficial owners of, in the aggregate, 633,005 shares of Common Stock, representing approximately
10.11% of the 6,258,233 shares of Common Stock reported by the Company to be issued and outstanding as of May 3, 2017 in its Form
10-Q filed with the Securities and Exchange Commission on May 5, 2017 (the “Issued and Outstanding Shares”).

The information contained in Item 3 of the Statement
is hereby amended and supplemented as follows:

Since the filing of the Statement, the Reporting
Entities purchased an aggregate of 82,420 shares of Common Stock through open market transactions and one private transaction.
The amount of funds expended for purchases of Common Stock was approximately $1,849,099.76 by Barington Companies Equity Partners,
L.P. All transactions effected since the filing of the Statement are described in the Schedule attached hereto and incorporated
herein by reference. All such purchases were funded by working capital, which may, at any given time, include margin loans made
by brokerage firms in the ordinary course of business.

Items 5(a) and 5(c) of the Statement are hereby
amended and restated as follows:

(a)           As of the close of business on May 22,
2017, Barington Companies Equity Partners, L.P. beneficially owns an aggregate of 575,703 shares of Common Stock, representing
approximately 9.20% of the Issued and Outstanding Shares. As the general partner of Barington Companies Equity Partners, L.P.,
Barington Companies Investors, LLC may be deemed to beneficially own the 575,703 shares of Common Stock beneficially owned by Barington
Companies Equity Partners, L.P. As the majority member of Barington Companies Investors, LLC, Barington Capital Group, L.P. may
be deemed to beneficially own the 575,703 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P.
As the general partner of Barington Capital Group, L.P., LNA Capital Corp. may be deemed to beneficially own the 575,703 shares
of Common Stock beneficially owned by Barington Companies Equity Partners, L.P. As the sole stockholder and director of LNA Capital
Corp., James A. Mitarotonda may be deemed to beneficially own the 575,703 shares of Common Stock beneficially owned by Barington
Companies Equity Partners, L.P. Mr. Mitarotonda has sole voting and dispositive power with respect to the 575,703 shares of
Common Stock beneficially owned by Barington Companies Equity Partners, L.P. Mr. Mitarotonda disclaims beneficial ownership of
any such shares except to the extent of his pecuniary interest therein. Mr. Mitartonda is also individually the beneficial owner
of 3,282 shares of Common Stock granted to him under The Eastern Company’s Directors Fee Program, which, together with the
shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P., represents approximately 9.25% of the Issued
and Outstanding Shares. Mr. Mitarotonda has sole voting and dispositive power with respect to the 575,703 shares of Common
Stock beneficially owned by Barington Companies Equity Partners, L.P. and the 3,282 shares of Common Stock granted to him under
The Eastern Company’s Directors Fee Program.

Page 10 of 14 Pages

As of the close of business on May 22, 2017,
Hilco Inc. beneficially owns an aggregate of 54,020 shares of Common Stock, representing approximately 0.86% of the Issued and
Outstanding Shares. As the Chairman and Chief Executive Officer, majority stockholder and sole director of Hilco Inc., Jeffery
B. Hecktman may be deemed to beneficially own the 54,020 shares of Common Stock beneficially owned by Hilco Inc. Mr. Hecktman
has sole voting and dispositive power with respect to the 54,020 shares of Common Stock beneficially owned by Hilco Inc. Mr. Hecktman
disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

The Reporting Entities do not believe that certain
of the foregoing information is called for by the Items of Schedule 13D and are disclosing it for supplemental informational purposes
only. Information with respect to each Reporting Entity is given solely by such Reporting Entity and no Reporting Entity shall
have responsibility for the accuracy or completeness of information supplied by another Reporting Entity.

(c)           Information concerning all transactions in shares of
Common Stock effected since the filing of the Statement by Barington Companies Equity Partners, L.P., Barington Companies Investors,
LLC, Barington Capital Group, L.P., LNA Capital Corp., James A. Mitarotonda, Hilco Inc. and Jeffery B. Hecktman is set forth in
the Schedule attached hereto and incorporated herein by reference.

The information contained in Item 6 of the Statement
is hereby amended and supplemented as follows:

On May 5, 2017, Barington Companies Equity Partners,
L.P. entered into a letter agreement with the Dino C. Casali Revocable Trust (the “Casali Trust”) in connection with
the contemplated purchase of shares of Common Stock of the Company at a price of $25.90 per share pursuant to a private transaction.
A copy of such agreement is attached hereto as Exhibit 99.9. Ultimately, 50,098 shares of Common Stock were purchased from the
Casali Trust at such price on May 19, 2017.

Page 11 of 14 Pages

Items 7 of the Statement is hereby amended and
supplemented as follows:

Page 12 of 14
Pages

SIGNATURES

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

Dated: May 23, 2017

Page 13 of 14 Pages

Page 14 of 14 Pages

SCHEDULE

This schedule sets forth information with respect
to each purchase of Common Stock which was effectuated by a Reporting Entity since the filing of the Statement. All transactions
were effectuated in the open market through a broker, other than the purchase of Common Stock on May 19, 2017 by Barington Companies
Equity Partners, L.P., which was a private transaction executed through a broker.

Shares
purchased by Barington Companies Equity Partners, L.P.:

Shares acquired by James A. Mitarotonda under The Eastern Company
Directors Fee Program:

Shares purchased by Hilco Inc.:

(*)   Excludes commissions and other execution-related costs.

(**) Mr. Mitarotonda acquired these shares under
The Eastern Company’s Directors Fee Program, which permits directors to elect to be paid their annual board fee in shares
of Common Stock of the Company rather than in cash.