Dear Valued Visitor,

We have noticed that you are using an ad blocker software.

Although advertisements on the web pages may degrade your experience, our business certainly depends on them and we can only keep providing you high-quality research based articles as long as we can display ads on our pages.

To view this article, you can disable your ad blocker and refresh this page or simply login.

We only allow registered users to use ad blockers. You can sign up for free by clicking here or you can login if you are already a member.

13D Filing: Mill Road Capital II, L.P. and Lifetime Brands Inc (LCUT)

Lifetime Brands Inc (NASDAQ:LCUT): Thomas E. Lynch’s Mill Road Capital II, L.P. filed an amended 13D.

You can check out Mill Road Capital II, L.P.’s latest holdings and filings here.

Please follow Mill Road Capital II, L.P. (if you aren’t already doing so) to get real-time email alerts whenever we publish an article about Mill Road Capital II, L.P. or update its stock holdings.

Thomas E. Lynch
Thomas E. Lynch
Mill Road Capital Management

You can access the original SEC filing by clicking here.

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Thomas E. Lynch 8. 1,628,203 10. 1,628,203 1,628,203 7.9%
Scott P. Scharfman 8. 1,628,203 10. 1,628,203 1,628,203 7.9%
Mill Road Capital II GP 1,628,203 9. 1,628,203 11. 1,628,203 7.9%
Mill Road Capital II 1,628,203 9. 1,628,203 11. 1,628,203 7.9%

Page 1 of 8 – SEC Filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 7)*

 

 

Lifetime
Brands, Inc.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

53222Q103

(CUSIP Number)

Mill Road Capital II, L.P.

Attn: Thomas E. Lynch

382 Greenwich Avenue

Suite One

Greenwich, CT
06830

203-987-3500

With a copy to:

Peter
M. Rosenblum, Esq.

Foley Hoag LLP

155 Seaport Blvd.

Boston, MA 02210

617-832-1151

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

March 6, 2018

(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 persons 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).

Follow Lifetime Brands Inc (NASDAQ:LCUT)
Trade (NASDAQ:LCUT) Now!

Page 2 of 8 – SEC Filing


CUSIP No. 53222Q103 13D Page 2 of 8 Pages
  1.

Names of
Reporting Persons.

Thomas E. Lynch

  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

1,628,203

  9.

Sole Dispositive Power

10.

Shared Dispositive Power

1,628,203

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

1,628,203

12.

Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)

13.

Percent of Class Represented by
Amount in Row (11)

7.9%

14.

Type of Reporting Person (See
Instructions)

IN

Follow Lifetime Brands Inc (NASDAQ:LCUT)
Trade (NASDAQ:LCUT) Now!

Page 3 of 8 – SEC Filing


CUSIP No. 53222Q103 13D Page 3 of 8 Pages
  1.

Names of
Reporting Persons.

Scott P. Scharfman

  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

1,628,203

  9.

Sole Dispositive Power

10.

Shared Dispositive Power

1,628,203

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

1,628,203

12.

Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)

13.

Percent of Class Represented by
Amount in Row (11)

7.9%

14.

Type of Reporting Person (See
Instructions)

IN

Follow Lifetime Brands Inc (NASDAQ:LCUT)
Trade (NASDAQ:LCUT) Now!

Page 4 of 8 – SEC Filing


CUSIP No. 53222Q103 13D Page 4 of 8 Pages
  1.

Names of
Reporting Persons

Mill Road Capital II GP 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)

AF

  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

1,628,203

  8.

Shared Voting Power

  9.

Sole Dispositive Power

1,628,203

10.

Shared Dispositive Power

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

1,628,203

12.

Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)

13.

Percent of Class Represented by
Amount in Row (11)

7.9%

14.

Type of Reporting Person (See
Instructions)

OO

Follow Lifetime Brands Inc (NASDAQ:LCUT)
Trade (NASDAQ:LCUT) Now!

Page 5 of 8 – SEC Filing


CUSIP No. 53222Q103 13D Page 5 of 8 Pages
  1.

Names of
Reporting Persons.

Mill Road Capital II, L.P.

  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

1,628,203

  8.

Shared Voting Power

  9.

Sole Dispositive Power

1,628,203

10.

Shared Dispositive Power

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

1,628,203

12.

Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)

13.

Percent of Class Represented by
Amount in Row (11)

7.9%

14.

Type of Reporting Person (See
Instructions)

PN

Follow Lifetime Brands Inc (NASDAQ:LCUT)
Trade (NASDAQ:LCUT) Now!

Page 6 of 8 – SEC Filing


CUSIP No. 53222Q103 Page 6 of 8 Pages

This Amendment No. 7 to the joint statement on Schedule 13D with respect to the common stock, $0.01 par
value (the Common Stock), of Lifetime Brands, Inc., a Delaware corporation (the Issuer), filed by Mill Road Capital II, L.P., a Delaware limited partnership (the Fund), Mill Road Capital II GP
LLC, a Delaware limited liability company (the GP), Thomas E. Lynch and Scott P. Scharfman (collectively, the Reporting Persons) on December 16, 2013, as amended by Amendment No. 1 on Schedule 13D with
respect to the Common Stock filed by the Reporting Persons on October 3, 2014, as amended by Amendment No. 2 on Schedule 13D with respect to the Common Stock filed by the Reporting Persons on March 23, 2015, as amended by Amendment
No. 3 on Schedule 13D with respect to the Common Stock filed by the Reporting Persons on June 2, 2015, as amended by Amendment No. 4 on Schedule 13D with respect to the Common Stock filed by the Reporting Persons on September 16,
2015, as amended by Amendment No. 5 on Schedule 13D with respect to the Common Stock filed by the Reporting Persons on March 14, 2017, and as amended by Amendment No. 6 on Schedule 13D with respect to the Common Stock filed by the
Reporting Persons on March 14, 2017 (such joint statement, as so amended and as amended herein, the Schedule 13D), amends the Schedule 13D as follows:

1. 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 Persons cover page to this
Schedule 13D, are based on a total of 20,490,268 shares of the Common Stock issued and outstanding, calculated by adding the 14,897,152 shares reported as issued and outstanding as of January 22, 2018 in the current report on Form 8-K filed by the Issuer on March 6, 2018 (the Form 8-K) to the 5,593,116 shares issued on March 2, 2018 in the Merger (as defined in the Form 8-K) as reported in the Form 8-K. All of the share numbers reported below, and on each Reporting Persons cover page to this Schedule 13D, are as of March 12, 2018,
unless otherwise indicated. The cover page to this Schedule 13D for each Reporting Person is incorporated by reference in its entirety into this Item 5(a, b).

The Fund directly holds, and thus has sole voting and dispositive power over, 1,628,203 shares of Common Stock. The GP, as sole
general partner of the Fund, also has sole authority to vote (or direct the vote of), and to dispose (or direct the disposal) of, these shares of Common Stock on behalf of the Fund, and each of Messrs. Lynch and Scharfman has shared authority to
vote (or direct the vote of), and to dispose (or direct the disposal) of, these shares on behalf of the GP. Accordingly, each of the Reporting Persons beneficially owns 1,628,203 shares of Common Stock, or approximately 7.9% of the outstanding
shares of Common Stock, and the Reporting Persons beneficially own, in the aggregate, 1,628,203 shares of Common Stock, or approximately 7.9% of the outstanding shares of Common Stock. Mr. Jacobs does not have beneficial ownership of any shares
of Common Stock.

(c) No Reporting Person has effected any transaction in shares of the Common Stock since the date of the
filing of Amendment No. 6 to the Schedule 13D.

Follow Lifetime Brands Inc (NASDAQ:LCUT)
Trade (NASDAQ:LCUT) Now!

Page 7 of 8 – SEC Filing


CUSIP No. 53222Q103 Page 7 of 8 Pages

The changes of beneficial ownership reported in this Amendment No. 7 to the Schedule 13D result solely
from the increase in the issued and outstanding shares of Common Stock as reported by the Issuer in the Form 8-K.

2. Except as expressly modified hereby, all provisions of the Schedule 13D shall continue in full force and effect.

[signature page follows]

Follow Lifetime Brands Inc (NASDAQ:LCUT)
Trade (NASDAQ:LCUT) Now!

Page 8 of 8 – SEC Filing


CUSIP No. 53222Q103 Page 8 of 8 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.

DATE: March 12, 2018
MILL ROAD CAPITAL II, L.P.

By: Mill Road Capital II GP LLC,

        its General Partner

By:

/s/ Justin C. Jacobs

Justin C. Jacobs
Management Committee Director
MILL ROAD CAPITAL II GP LLC
By:

/s/ Justin C. Jacobs

Justin C. Jacobs
Management Committee Director
THOMAS E. LYNCH
By:

/s/ Justin C. Jacobs

Justin C. Jacobs, attorney-in-fact
SCOTT P. SCHARFMAN
By:

/s/ Justin C. Jacobs

Justin C. Jacobs, attorney-in-fact
Follow Lifetime Brands Inc (NASDAQ:LCUT)
Trade (NASDAQ:LCUT) Now!