UNITED STATES

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 Rule 13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s 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.

This Amendment No. 1 (this “Amendment”) amends certain Items of the statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on October 21, 2019 (the “Original 13D”) by Ribs Capital LLC, a Delaware corporation (“Ribs Capital”) and others relates to the common stock, $0.10 par value per share (the “Shares”), of CSS Industries, Inc., a Delaware corporation (the “Company”) by furnishing the information set forth below. Except as set forth below, all previous Items are unchanged. Capitalized terms used but not defined herein shall have the meanings ascribed in the Original 13D and any amendments thereto.

The Shares held by Ribs Capital were acquired with funds raised by Ribs Capital in a private placement that occurred in April 2019, which funds were raised solely for the purpose of acquiring Shares. The additional 134,474 Shares reported by this Amendment, now included in the aggregate 798,273 Shares held by Ribs Capital, were acquired in open market transactions at an aggregate purchase price of approximately $611,272 excluding commissions. The Shares are held by Ribs Capital in various brokerage accounts.

The aggregate percentage of Shares reported owned by the Reporting Persons is based upon

8,852,852 Shares outstanding, as of July 26, 2019, as reported in the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 2, 2019. As of the close of business on November 4, 2019, the Reporting Persons beneficially owned 799,173 Shares, which represented 9.03% of the beneficial ownership of the Company.

The Reporting Persons interests are as follows:

Ribs Capital

(a)           As of the Closing of business on November 4, 2019, Ribs Capital beneficially owned 798,273 Shares, which represents 9.02% of the beneficial ownership of the Company.

(b)                 

(c)           The transactions in the Shares by Ribs Capital during the past sixty days reported by this Amendment are set forth in Schedule A and are incorporated by reference herein.

Purple Stream

(a)           As of the Closing of business on November 4, 2019, Purple Stream beneficially owned 798,273 Shares, which represents 9.02% of the beneficial ownership of the Company.

(b)                 

(c)           Purple Stream did not make any transactions in the Shares during the past sixty days.

Richard A. Bernstein

(a)           As of the Closing of business on November 4, 2019, Mr. Bernstein beneficially owned 798,273 Shares, which represents 9.02% of the beneficial ownership of the Company.

(b)                 

(c)           Mr. Bernstein did not make any transactions in the Shares during the past sixty days.

Andrew Siegel

(a)           As of the Closing of business on November 4, 2019, Mr. Siegel beneficially owned 799,173 Shares, which represents 9.03% of the beneficial ownership of the Company.

(b)                 

(c)           Mr. Siegel did not make any transactions in the Shares during the past sixty days.

On November 4, 2019, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing of this Amendment on behalf of each of them.

SIGNATURE

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

Dated: November 4, 2019

SCHEDULE A

Transactions in the Shares During the Past Sixty Days

EXHIBIT 99.1

JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)

Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing of an Amendment to the Statement on Schedule 13D with respect to the Common Stock of CSS Industries, Inc. This Joint Filing Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

Dated: November 4, 2019