SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

WOODWORTH PETER W

(Last)

(First)

(Middle)

702 MAIN STREET

(Street)

WINONA

55987

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HAMPSHIRE GROUP LTD [ HAMP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Director Emeritus (1)

3. Date of Earliest Transaction (Month/Day/Year)
12/30/1997

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/30/1997		P		101,104	A	$12.5	170,478⁽²⁾	D
Common Stock	01/24/2000		C		5,621	A	$13.37	176,099⁽³⁾	D
Common Stock	06/23/2003		S		10,000⁽⁴⁾	D	$28.5	166,099⁽⁵⁾	D
Common Stock	06/28/2005		J⁽⁶⁾		180,703	A	$0	346,802⁽⁷⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Convertible Preferred Stock	$12.5	12/30/1997		C			101,104	⁽⁸⁾	⁽⁹⁾	Preferred Stock	101,104	$0	0	D
Common Stock Purchase Plan for Directors and Executives	$13.372	01/24/2000		C			5,621	01/24/2000	⁽¹⁰⁾	Common Stock	5,621	$0	0	D

Explanation of Responses:

2. As of December 30,1997, the reporting person actually beneficially owned 281,104 shares of common stock.

3. As of January 24, 2000, the reporting person actually beneficially owned 319,203 shares of common stock.

4. The sale of these 10,000 shares of common stock was not subtracted when calculating the amount of securities beneficially owned following the reported transactions covered by the October 10, 2003, April 29, 2005, and September 26, 2005 Form 4s.

5. As of June 23, 2003, the reporting person actually beneficially owned 287,203 shares of common stock.

6. The issuer effected a 2-for-1 stock split. The stock split was not taken into account when reporting the amount of securities beneficially owned by the reporting person in his Form 4 filed on September 26, 2005. The amount of securities beneficially owned should have been 346,802 shares of common stock.

7. As of June 28, 2005, the reporting person actually beneficially owned 361,406 shares of common stock.

8. The Series A Convertible Preferred Stock was convertible at the option of the reporting person.

9. The Series A Convertible Preferred Stock was subject to mandatory redemption by the issuer in 20 equal quarterly installments beginning on January 1, 2001.

10. The plan did not have an expiration date.

Remarks:

(1) The reporting person was President of Winona Knitting Mills Division, a subsidiary of Hampshire Designers Inc., between October 10, 1995 and December 31, 2000. He served on the Board of Directors of the issuer from June 1996 until May 2004, at which time he became a Director Emeritus.

	/s/ Peter W. Woodworth	11/21/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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