13D Filing: Wynnefield Capital and Summer Infant, Inc. (SUMR)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

(Amendment No. 9)

Under the Securities Exchange Act of 1934

SUMMER INFANT, INC.

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(Name of Issuer)

Common Stock, $0.0001 par value

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(Title of Class of Securities)

865646103

‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾

(CUSIP Number)

Wynnefield Partners Small Cap Value, L.P.
I

450 Seventh Avenue, Suite 509

New York, New York 10123

Attention: Mr. Nelson Obus

Copy to:

Jeffrey S. Tullman, Esq.

Kane Kessler, P.C.

666 Third Avenue, 23^rd Floor

New York, New York 10017

(212) 541-6222

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

May 23, 2017

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(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 which 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 [ ]

Item 1. Security and Issuer.

This Amendment No.
9 amends the Statement of Beneficial Ownership on Schedule 13D originally filed with the Securities and Exchange Commission (the
“Commission”) on November 15, 2012 and as further amended by Amendment No. 1 filed on June 14, 2013, Amendment No.
2 filed on November 17, 2014, Amendment No. 3 filed on November 16, 2015, Amendment No. 4 filed on December 22, 2015, Amendment
No. 5 filed on August 12, 2016, Amendment No. 6 filed on August 24, 2016, Amendment No. 7 filed on November 22, 2016 and Amendment
No. 8 filed on November 29, 2016 (the “Schedule 13D”) by the Wynnefield Reporting Persons (as defined in the Schedule
13D) with respect to shares of common stock, $0.0001 par value per share (the “Common Stock”) of Summer Infant, Inc.,
(the “Issuer”), whose principal executive offices are located at 1275 Park East Drive, Woonsocket, Rhode Island 02895.
Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Schedule 13D.

Item 3. Source and Amount of Funds or
Other Consideration.

Item 3 of the Schedule 13D is hereby amended and restated as
follows:

The securities reported
in this Schedule 13D as directly beneficially owned by the Wynnefield Reporting Persons were acquired with funds of approximately
$17,289,812 (including brokerage commissions). All such funds were provided from the working capital or personal funds of the Wynnefield
Reporting Persons who directly beneficially own such securities.

Item 4. Purpose of the Transaction

Item 4 of the Schedule 13D is hereby amended by the addition
of the following:

This Schedule 13D is
filed by the Wynnefield Reporting Persons to report acquisitions of shares of the Common Stock which increases its beneficial ownership
(as such term is defined under Rule 13d-3 under the Exchange Act of 1934, as amended) of the Common Stock of the Issuer by more
than 1% from the amounts previously reported on Amendment No. 8 previously filed on November 29, 2016.

Item 5. Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby amended and restated as
follows:

(a), (b) and (c) As
of May 25, 2017, the Wynnefield Reporting Persons beneficially owned in the aggregate 6,466,007 shares of Common Stock, constituting
approximately 34.6% of the outstanding shares of Common Stock. The percentage of shares of Common Stock reported as being beneficially
owned by the Wynnefield Reporting Persons is based upon 18,527,242 shares outstanding as of May 2, 2017, as set forth in the Issuer’s
Quarterly Report on Form 10-Q for the quarter ended April 1, 2017, filed with the Securities and Exchange Commission (the “Commission”)
on May 3, 2017.

The following table
sets forth certain information with respect to Common Stock directly beneficially owned by the Wynnefield Reporting Persons listed
below:

WCM is the sole general
partner of Wynnefield Partners and Wynnefield Partners I and, accordingly, may be deemed to be the indirect beneficial owner (as
that term is defined under Rule 13d-3 under the Exchange Act) of the Common Stock that Wynnefield Partners and Wynnefield Partners
I beneficially own. WCM, as the sole general partner of Wynnefield Partners and Wynnefield Partners I, has the sole power to direct
the voting and disposition of the Common Stock that Wynnefield Partners and Wynnefield Partners I beneficially own. Messrs. Obus
and Landes are the co-managing members of WCM and, accordingly, each of Messrs. Obus and Landes may be deemed to be the indirect
beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Stock that WCM may be deemed to
beneficially own. Each of Messrs. Obus and Landes, as co-managing members of WCM, share the power to direct the voting and disposition
of the shares of Common Stock that WCM may be deemed to beneficially own.

WCI is the sole investment
manager of Wynnefield Offshore and, accordingly, may be deemed to be the indirect beneficial owner (as that term is defined under
Rule 13d-3 under the Exchange Act) of the Common Stock that Wynnefield Offshore beneficially owns. WCI, as the sole investment
manager of Wynnefield Offshore, has the sole power to direct the voting and disposition of the Common Stock that Wynnefield Offshore
beneficially owns. Messrs. Obus and Landes are executive officers of WCI and, accordingly, each may be deemed to be the indirect
beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Stock that WCI may be deemed to
beneficially own. Messrs. Obus and Landes, as executive officers of WCI, share the power to direct the voting and disposition of
the shares of Common Stock that WCI may be deemed to beneficially own.

The Plan is an employee
profit sharing plan. Messrs. Obus and Landes are the co-trustees of the Plan and accordingly, Messrs. Obus and Landes may be deemed
to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the shares of Common Stock
that the Plan may be deemed to beneficially own. Each of Messrs. Obus and Landes, as the trustees of the Plan, shares with the
other the power to direct the voting and disposition of the shares of Common Stock beneficially owned by the Plan.

Beneficial ownership
of the Common Stock shown on the cover pages of and set forth elsewhere in this Schedule 13D for each member of the Wynnefield
Reporting Persons assumes that they have not formed a group for purposes of Section 13(d)(3) under the Exchange Act, and Rule 13d-5(b)(1)
promulgated thereunder. If the members of the Wynnefield Reporting Persons were deemed to have formed a group for purposes of Section
13(d)(3) and Rule 13d-5(b)(1), the group would be deemed to own beneficially (and may be deemed to have shared voting and dispositive
power over) in the aggregate 6,466,007 shares of Common Stock, constituting approximately 34.6% of the outstanding shares of Common
Stock. The percentage of shares of Common Stock reported as being beneficially owned by the Wynnefield Reporting Persons is based
upon 18,527,242 shares outstanding as of May 2, 2017, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the
quarter ended April 1, 2017, filed with the Commission on May 3, 2017.

The filing of this
Schedule 13D and any future amendment by the Wynnefield Reporting Persons, and the inclusion of information herein and therein
with respect to WCM, WCI and Messrs. Obus and Landes, shall not be considered an admission that any of such persons, for the purpose
of Section 16(b) of the Exchange Act, are the beneficial owners of any shares in which such persons do not have a pecuniary interest.
Each of WCM, WCI and Messrs. Obus and Landes disclaims any beneficial ownership of the shares covered by this Schedule 13D.

The Wynnefield Reporting Persons have acquired
shares of Common Stock in the last 60 days as follows:

(d) and (e). Not Applicable.

SIGNATURE

After reasonable inquiry and to the best
of their knowledge and belief, the undersigned certify that the information set forth in this Schedule 13D/A is true, complete
and correct.

Dated: May 30, 2017

WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I

By:         Wynnefield Capital Management, LLC,

its General Partner

By:          /s/ Nelson Obus

Nelson Obus, Co-Managing Member

WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P.

By:         Wynnefield Capital Management, LLC,

its General Partner

By:          /s/ Nelson Obus

Nelson Obus, Co-Managing Member

WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD.

By:         Wynnefield Capital, Inc.,

its Investment Manager

By:          /s/ Nelson Obus

Nelson Obus, President

WYNNEFIELD CAPITAL INC. PROFIT SHARING & MONEY
PURCHASE PLAN, INC.

By:          /s/ Nelson Obus

Nelson Obus, Authorized Signatory

WYNNEFIELD CAPITAL MANAGEMENT, LLC

By:         /s/
Nelson Obus

Nelson Obus, Co-Managing Member

WYNNEFIELD CAPITAL, INC.

By:          /s/ Nelson Obus

Nelson Obus, President

/s/ Nelson Obus

Nelson Obus, Individually

/s/ Joshua Landes

Joshua Landes, Individually