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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Trellus Management Company, LLC (Last) (First) (Middle) 350 MADISON AVENUE, 9TH FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol HANCOCK FABRICS INC [ HKFI ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 12/09/2009
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/09/2009		S		50,000(1)	D	$2.05	2,156,400(2)	I	See footnote(3)(4)
Common Stock	12/10/2009		S		35,000(5)	D	$2.419	2,121,400(6)	I	See footnote(3)(4)
Common Stock	12/11/2009		S		85,600(7)	D	$2.4782	2,035,800(8)	I	See footnote(3)(4)
Common Stock	12/14/2009		S		27,400(9)	D	$2.46	2,008,400(10)	I	See footnote(3)(4)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* Trellus Management Company, LLC (Last) (First) (Middle) 350 MADISON AVENUE, 9TH FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* TRELLUS PARTNERS LP (Last) (First) (Middle) 350 MADISON AVENUE, 9TH FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* TRELLUS PARTNERS II LP (Last) (First) (Middle) 350 MADISON AVENUE, 9TH FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Trellus Offshore Fund Ltd (Last) (First) (Middle) 350 MADISON AVENUE, 9TH FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Usdan Adam (Last) (First) (Middle) C/O TRELLUS MANAGEMENT COMPANY, LLC 350 MADISON AVENUE, 9TH FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. On December 9, 2009, Trellus Partners, L.P., a Delaware limited partnership ("TPLP") sold 31,400 shares of Common Stock, Trellus Partners II, L.P ("TPLP II") 7,900 shares of Common Stock, and Trellus Offshore Fund Limited, a Cayman Islands limited liability company ("TOF") sold 10,700 shares of Common Stock.

2. On December 9, 2009, following the reported transaction, TPLP owned 543,680 shares of Common Stock and held warrants to acquire 760,000 shares of Common Stock, TPLP II owned 34,870 shares of Common Stock and held warrants to acquire 47,600 shares of Common Stock, TOF owned 271,450 shares of Common Stock and held warrants to acquire 380,000 shares of Common Stock., and Trellus Small Cap Opportunity Fund L.P., a Delaware limited partnership ("TSCOLP") held warrants to acquire 118,800 shares of Common Stock.

3. Trellus Management Company, LLC is the investment adviser to TPLP, TPLP II, TOF, and TSCOLP. Adam Usdan is the controlling principal and chief investment officer of Trellus. By reason of their investment discretion, Trellus and Mr. Usdan are reported herein as indirect beneficial owners of the securities held, acquired, and sold short against the box by TPLP, TPLP II, TOF, and TSCOLP (as described in footnotes (1), (2), (5), (6), (7), (8),(9), and (10)).

4. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.

5. On December 10, 2009, TPLP sold 22,400 shares of Common Stock, TPLP II 1,400 shares of Common Stock, and TOF sold 11,200 shares of Common Stock.

6. On December 10, 2009, following the reported transaction, TPLP owned 521,280 shares of Common Stock and held warrants to acquire 760,000 shares of Common Stock, TPLP II owned 33,470 shares of Common Stock and held warrants to acquire 47,600 shares of Common Stock, TOF owned 260,250 shares of Common Stock and held warrants to acquire 380,000 shares of Common Stock., and TSCOLP held warrants to acquire 118,800 shares of Common Stock.

7. On December 11, 2009, TPLP sold 54,700 shares of Common Stock, TPLP II 3,600 shares of Common Stock, and TOF sold 27,300 shares of Common Stock.

8. On December 11, 2009, following the reported transaction, TPLP owned 466,580 shares of Common Stock and held warrants to acquire 760,000 shares of Common Stock, TPLP II owned 29,870 shares of Common Stock and held warrants to acquire 47,600 shares of Common Stock, TOF owned 232,950 shares of Common Stock and held warrants to acquire 380,000 shares of Common Stock., and TSCOLP held warrants to acquire 118,800 shares of Common Stock.

9. On December 14, 2009, TPLP sold 17,545 shares of Common Stock, TPLP II 1,075 shares of Common Stock, and TOF sold 8,780 shares of Common Stock.

10. On December 14, 2009, following the reported transaction, TPLP owned 449,035 shares of Common Stock and held warrants to acquire 760,000 shares of Common Stock, TPLP II owned 28,795 shares of Common Stock and held warrants to acquire 47,600 shares of Common Stock, TOF owned 224,170 shares of Common Stock and held warrants to acquire 380,000 shares of Common Stock, and TSCOLP held warrants to acquire 118,800 shares of Common Stock.

	/s/ Anthony G. Miller, Chief Financial Officer of Trellus Management Company, LLC	12/16/2009
	/s/ Anthony G. Miller, Chief Financial Officer of Trellus Partners, L.P.	12/16/2009
	/s/ Anthony G. Miller, Chief Financial Officer of Trellus Partners II, L.P.	12/16/2009
	/s/ Adam Usdan, Director of Trellus Offshore Fund Limited	12/16/2009
	/s/ Adam Usdan	12/16/2009
	** Signature of Reporting Person	Date
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