SC 13D/A 1 fp0016478_sc13da.htm
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 


SCHEDULE 13D/A
(Rule 13d-101)
(Amendment No. 4)

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


Stanley Furniture Company, Inc.
(Name of Issuer)

Common Stock, Par Value $0.02 Per Share
(Title of Class of Securities)

854305208
(CUSIP Number)
 
Steven A. Hale II
Manager
Hale Partnership Capital Management, LLC
5960 Fairview Road, Suite 432
Charlotte, NC 28210
(704) 970-2012
 
Justyn R. Putnam
Managing Member
TALANTA Investment
Group, LLC
401 N. Tryon Street, 10th Floor
Charlotte, NC 28202
(704) 904-1450
 
with a copy to
Jeffrey T. Skinner
Kilpatrick Townsend
& Stockton LLP
1001 West Fourth Street
Winston-Salem, NC 27101-2400
(336) 607-7512


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

October 23, 2015
(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)


CUSIP NO.                          854305208
13D/A
Page 2

1
NAMES OF REPORTING PERSONS
 
HALE PARTNERSHIP CAPITAL MANAGEMENT, LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [   ]
(b) [   ]
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
OO
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
 
[   ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
STATE OF NORTH CAROLINA, UNITED STATES OF AMERICA
 
 
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
7
SOLE VOTING POWER
 
0 Shares of Common Stock
 
8
SHARED VOTING POWER
 
602,565 Shares of Common Stock
 
9
SOLE DISPOSITIVE POWER
 
0 Shares of Common Stock
 
10
SHARED DISPOSITIVE POWER
 
602,565 Shares of Common Stock
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
602,565 Shares of Common Stock
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
[   ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.0% of the outstanding Common Stock (based on 14,911,453 Shares of Common Stock outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed on July 28, 2015)
 
14
TYPE OF REPORTING PERSON
 
OO, IA
 


CUSIP NO.                          854305208
13D/A
Page 3

1
NAMES OF REPORTING PERSONS
 
HALE PARTNERSHIP CAPITAL ADVISORS, LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) [   ]
(b) [   ]
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
OO
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
 
[   ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
STATE OF NORTH CAROLINA, UNITED STATES OF AMERICA
 
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
7
SOLE VOTING POWER
 
0 Shares of Common Stock
 
8
SHARED VOTING POWER
 
602,565 Shares of Common Stock
 
9
SOLE DISPOSITIVE POWER
 
0 Shares of Common Stock
 
10
SHARED DISPOSITIVE POWER
 
602,565 Shares of Common Stock
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
602,565 Shares of Common Stock
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
[   ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.0% of the outstanding Common Stock (based on 14,911,453 Shares of Common Stock outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed on July 28, 2015)
 
14
TYPE OF REPORTING PERSON
 
OO
 


CUSIP NO.                          854305208
13D/A
Page 4

1
NAMES OF REPORTING PERSONS
 
HALE PARTNERSHIP FUND, L.P.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) [   ]
(b) [   ]
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
WC
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
 
[   ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
STATE OF DELAWARE, UNITED STATES OF AMERICA
 
 
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
 
 
 
 
7
SOLE VOTING POWER
 
0 Shares of Common Stock
 
8
SHARED VOTING POWER
 
548,842 Shares of Common Stock
 
9
SOLE DISPOSITIVE POWER
 
0 Shares of Common Stock
 
10
SHARED DISPOSITIVE POWER
 
548,842 Shares of Common Stock
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
548,842 Shares of Common Stock
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
[   ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.7% of the outstanding Common Stock (based on 14,911,453 Shares of Common Stock outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed on July 28, 2015)
 
14
TYPE OF REPORTING PERSON
 
PN
 


CUSIP NO.                          854305208
13D/A
Page 5

1
NAMES OF REPORTING PERSONS
 
MGEN II – HALE FUND, L.P.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [   ]
(b) [   ]
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
WC
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
 
[   ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
STATE OF DELAWARE, UNITED STATES OF AMERICA
 
 
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
7
SOLE VOTING POWER
 
0 Shares of Common Stock
 
8
SHARED VOTING POWER
 
53,723 Shares of Common Stock
 
9
SOLE DISPOSITIVE POWER
 
0 Shares of Common Stock
 
10
SHARED DISPOSITIVE POWER
 
53,723 Shares of Common Stock
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
53,723 Shares of Common Stock
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
[   ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.4% of the outstanding Common Stock (based on 14,911,453 Shares of Common Stock outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed on July 28, 2015)
 
14
TYPE OF REPORTING PERSON
 
PN
 


CUSIP NO.                          854305208
13D/A
Page 6

1
NAMES OF REPORTING PERSONS
 
STEVEN A. HALE II
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) [   ]
(b) [   ]
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
OO
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
 
[   ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
UNITED STATES OF AMERICA
 
 
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
7
SOLE VOTING POWER
 
0 Shares of Common Stock
 
8
SHARED VOTING POWER
 
602,565 Shares of Common Stock
 
9
SOLE DISPOSITIVE POWER
 
0 Shares of Common Stock
 
10
SHARED DISPOSITIVE POWER
 
602,565 Shares of Common Stock
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
602,565 Shares of Common Stock
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
[   ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.0% of the outstanding Common Stock (based on 14,911,453 Shares of Common Stock outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed on July 28, 2015)
 
14
TYPE OF REPORTING PERSON
 
IN
 


CUSIP NO.                          854305208
13D/A
Page 7

1
NAMES OF REPORTING PERSONS
 
TALANTA INVESTMENT GROUP, LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) [   ]
(b) [   ]
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
OO
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
 
[   ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
STATE OF DELAWARE, UNITED STATES OF AMERICA
 
 
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
7
SOLE VOTING POWER
 
0 Shares of Common Stock
 
8
SHARED VOTING POWER
 
509,475 Shares of Common Stock
 
9
SOLE DISPOSITIVE POWER
 
0 Shares of Common Stock
 
10
SHARED DISPOSITIVE POWER
 
509,475 Shares of Common Stock
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
509,475 Shares of Common Stock
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
[   ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.4% of the outstanding Common Stock (based on 14,911,453 Shares of Common Stock outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed on July 28, 2015)
 
14
TYPE OF REPORTING PERSON
 
OO
 


CUSIP NO.                          854305208
13D/A
Page 8

1
NAMES OF REPORTING PERSONS
 
TALANTA FUND, L.P.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) [   ]
(b) [   ]
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
WC
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
 
[   ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
STATE OF DELAWARE, UNITED STATES OF AMERICA
 
 
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
7
SOLE VOTING POWER
 
0 Shares of Common Stock
 
8
SHARED VOTING POWER
 
509,475 Shares of Common Stock
 
9
SOLE DISPOSITIVE POWER
 
0 Shares of Common Stock
 
10
SHARED DISPOSITIVE POWER
 
509,475 Shares of Common Stock
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
509,475 Shares of Common Stock
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
[   ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.4% of the outstanding Common Stock (based on 14,911,453 Shares of Common Stock outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed on July 28, 2015)
 
14
TYPE OF REPORTING PERSON
 
PN
 


CUSIP NO.                          854305208
13D/A
Page 9

1
NAMES OF REPORTING PERSONS
 
JUSTYN R. PUTNAM
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) [   ]
(b) [   ]
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
OO
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
 
[   ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
STATE OF DELAWARE, UNITED STATES OF AMERICA
 
 
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
7
SOLE VOTING POWER
 
0 Shares of Common Stock
 
8
SHARED VOTING POWER
 
509,475 Shares of Common Stock
 
9
SOLE DISPOSITIVE POWER
 
0 Shares of Common Stock
 
10
SHARED DISPOSITIVE POWER
 
509,475 Shares of Common Stock
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
509,475 Shares of Common Stock
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
[   ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.4% of the outstanding Common Stock (based on 14,911,453 Shares of Common Stock outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed on July 28, 2015)
 
14
TYPE OF REPORTING PERSON
 
IN
 


AMENDMENT NO. 4 TO SCHEDULE 13D

Reference is hereby made to the Schedule 13D filed with the Securities and Exchange Commission (“SEC”) on December 22, 2014, as amended by that certain Amendment No. 1 to Schedule 13D filed with the SEC on December 30, 2014, that certain Amendment No. 2 to Schedule 13D filed with the SEC on February 13, 2015 and that certain Amendment No. 3 to Schedule 13D filed with the SEC on September 23, 2015  (collectively the “Schedule 13D”), filed by the Reporting Persons with respect to the shares of Common Stock, $0.02 par value (“Common Stock”), issued by Stanley Furniture Company, Inc. (the “Issuer”).
 
The following items of the Schedule 13D are hereby amended to furnish the additional information set forth herein.  All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.

Item 3.    Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is hereby amended by replacing it in its entirety with the following:

All purchases of the Common Stock of the Issuer have been made by or on behalf of the Funds using the investment capital of the Funds.  The aggregate purchase price of the 1,112,040 shares of Common Stock acquired was approximately $2,976,863.38 (excluding brokerage commissions and transaction costs).

Item 5.    Interest in Securities of the Issuer

Item 5(a) – (b) of the Schedule 13D is hereby amended by replacing it in its entirety with the following:

(a) - (b)    The responses of the Reporting Persons to rows 7, 8, 9, 10, 11 and 13 on the cover pages of this Statement are incorporated herein by reference.

The reported shares are beneficially owned by the Funds, with Hale Fund I owning 548,842 shares of Common Stock, Hale Fund II owning 53,723 shares of Common Stock, and TALANTA Fund owning 509,475 shares of Common Stock.

Hale Adviser, as the investment manager of the Hale Funds, Hale GP, as the general partner of the Hale Funds, and Mr. Hale, as the sole manager of Hale Adviser and Hale GP, may be deemed to have the power to direct the voting and disposition of shares of Common Stock beneficially owned by the Hale Funds, and consequently Hale Adviser, Hale GP and Mr. Hale may be deemed to possess indirect beneficial ownership of such shares.  Hale Adviser, Hale GP and Mr. Hale disclaim beneficial ownership of such shares for all other purposes.

TALANTA GP, as general partner of the TALANTA Fund, and Mr. Putnam, as managing member of TALANTA GP, may be deemed to have the power to direct the voting and disposition of shares of Common Stock beneficially owned by the TALANTA Fund, and consequently TALANTA GP and Mr. Putnam may be deemed to possess indirect beneficial ownership of such shares.  TALANTA GP and Mr. Putnam disclaim beneficial ownership of such shares for all other purposes.

Item 5(c) of the Schedule 13D is hereby amended with the addition of the following:


(c)            The following table sets forth all transactions with respect to the Common Stock by the Reporting Persons since the filing of Amendment No. 3 to Schedule 13D filed with the SEC on September 23, 2015.

Beneficial Ownership
Transaction Date
Quantity
Purchased
Price per Share
(excluding commission)
How Effected
Hale Partnership Fund, L.P.
10/14/2015
546
$2.75
Open Market
MGEN-II Hale Fund, L.P.
10/14/2015
54
 $2.75
Open Market
Talanta Fund, L.P.
9/23/2015
4,100
 $2.80
Open Market
Talanta Fund, L.P.
9/24/2015
120
 $2.80
Open Market
Talanta Fund, L.P.
9/25/2015
597
 $2.83
Open Market
Talanta Fund, L.P.
9/28/2015
213
 $2.80
Open Market
Talanta Fund, L.P.
10/1/2015
200
 $2.81
Open Market
Talanta Fund, L.P.
10/2/2015
364
 $2.78
Open Market
Talanta Fund, L.P.
10/5/2015
44,536
 $2.80
Open Market
Talanta Fund, L.P.
10/6/2015
15,000
 $2.83
Open Market
Talanta Fund, L.P.
10/7/2015
45,203
 $2.81
Open Market
Talanta Fund, L.P.
10/9/2015
5,000
 $2.81
Open Market
Talanta Fund, L.P.
10/14/2015
35,000
 $2.79
Open Market
Talanta Fund, L.P.
10/23/2015
500
 $2.77
Open Market
 

Signature

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

Date:  October 26, 2015

 
HALE PARTNERSHIP CAPITAL MANAGEMENT, LLC
 
         
 
By:
/s/ Steven A. Hale II 
 
 
Name:
Steven A. Hale II
 
 
Title:
Manager 
 
         
 
HALE PARTNERSHIP CAPITAL ADVISORS, LLC
 
         
 
By:
/s/ Steven A. Hale II 
 
 
Name:
Steven A. Hale II 
 
 
Title:
Manager 
 
         
 
HALE PARTNERSHIP FUND, L.P.
 
         
 
By:
Hale Partnership Capital Advisors, LLC, its General Partner
 
         
   
By:
/s/ Steven A. Hale II
 
   
Name:
Steven A. Hale II
 
   
Title:
Manager
 
         
 
MGEN II – HALE FUND, L.P.
 
         
 
By:
Hale Partnership Capital Advisors, LLC, its General Partner
 
         
   
By:
/s/ Steven A. Hale II
 
   
Name:
Steven A. Hale II
 
   
Title:
Manager
 
         
 
/s/ Steven A. Hale II
 
 
STEVEN A. HALE II
 
 


  TALANTA INVESTMENT GROUP, LLC  
       
 
By:
/s/ Justyn R. Putnam
 
 
Name:
Justyn R. Putnam
 
 
Title:
Managing Member
 
 
   TALANTA FUND, L.P.   
       
 
By:
TALANTA Investment Group, LLC,
 
   
its General Partner
 
         
   
By:
/s/ Justyn R. Putnam
 
   
Name:
Justyn R. Putnam
 
   
Title:
Managing Member
 
         
 
/s/ Justyn R. Putnam
 
 
JUSTYN R. PUTNAM