SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
WYNNEFIELD PARTNERS SMALL CAP VALUE LP

(Last) (First) (Middle)
450 SEVENTH AVENUE, SUITE 509

(Street)
NEW YORK NY 10123

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
04/28/2008
3. Issuer Name and Ticker or Trading Symbol
Summer Infant, Inc. [ SUMR ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, $0.0001 par value per share 393,365 D(1)(2)(9)
Common Stock, $0.0001 par value per share 567,000 I See footnote(3)(4)
Common Stock, $0.0001 par value per share 541,800 I See footnote(5)(6)
Common Stock, $0.0001 par value per share 40,000 I See footnote(7)
Common Stock, $0.0001 par value per share 45,000 I See footnote(8)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants 05/03/2005 04/20/2009 Common Stock 99,700 5 D(1)(2)
Warrants 05/03/2005 04/20/2009 Common Stock 157,300 5 I See footnote(3)(4)
Warrants 05/03/2005 04/20/2009 Common Stock 175,000 5 I See footnote(5)(6)
1. Name and Address of Reporting Person*
WYNNEFIELD PARTNERS SMALL CAP VALUE LP

(Last) (First) (Middle)
450 SEVENTH AVENUE, SUITE 509

(Street)
NEW YORK NY 10123

(City) (State) (Zip)
1. Name and Address of Reporting Person*
WYNNEFIELD PARTNERS SMALL CAP VALUE LP I

(Last) (First) (Middle)
450 SEVENTH AVENUE, SUITE 509

(Street)
NEW YORK NY 10123

(City) (State) (Zip)
1. Name and Address of Reporting Person*
WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND LTD

(Last) (First) (Middle)
450 SEVENTH AVE, SUITE 509

(Street)
NEW YORK NY 10123

(City) (State) (Zip)
1. Name and Address of Reporting Person*
WYNNEFIELD CAPITAL MANAGEMENT LLC

(Last) (First) (Middle)
450 SEVENTH AVE, SUITE 509

(Street)
NEW YORK NY 10123

(City) (State) (Zip)
1. Name and Address of Reporting Person*
WYNNEFIELD CAPITAL INC

(Last) (First) (Middle)
450 SEVENTH AVENUE, SUITE 509

(Street)
NEW YORK NY 10123

(City) (State) (Zip)
1. Name and Address of Reporting Person*
CHANNEL PARTNERSHIP II L P

(Last) (First) (Middle)
450 SEVENTH AVENUE SUITE 509

(Street)
NEW YORK NY 10123

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Wynnefield Capital, Inc. Profit Sharing Plan

(Last) (First) (Middle)
450 SEVENTH AVENUE, SUITE 509

(Street)
NEW YORK NY 10123

(City) (State) (Zip)
Explanation of Responses:
1. On the date hereof, Wynnefield Partners Small Cap Value, L.P., (the "Reporting Person") directly beneficially owns 393,365 shares of common stock, par value $.0001 per share ("Common Stock") of Summer Infant, Inc. (SUMR) and warrants to purchase up to an aggregate of 99,700 shares of Common Stock. Wynnefield Capital Management, LLC, as the sole general partner of the Reporting Person, has an indirect beneficial ownership interest in the shares of Common Stock and in the warrants that the Reporting Person directly beneficially owns. Wynnefield Capital Management, LLC, which maintains offices at the same address as the Reporting Person, is filing this Form jointly with the Reporting Person.
2. Nelson Obus and Joshua Landes as co-managing members of Wynnefield Capital Management, LLC, have an indirect beneficial ownership interest in the shares of Common Stock and in the warrants that the Reporting Person directly beneficially owns. Mr. Obus and Mr. Landes, who maintain offices at the same address as the Reporting Person, are filing this Form jointly with the Reporting Person (see footnote (9)).
3. On the date hereof, the Reporting Person has an indirect beneficial ownership interest in 567,000 shares of Common Stock and warrants to purchase an aggregate of 157,300 shares of Common Stock, which are directly beneficially owned by Wynnefield Partners Small Cap Value, L.P. I, as members of a group under Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Wynnefield Partners Small Cap Value, L.P. I, which maintains offices at the same address as the Reporting Person, is filing this Form jointly with the Reporting Person.
4. Wynnefield Capital Management, LLC, as the sole general partner of Wynnefield Partners Small Cap Value, L.P. I, has an indirect beneficial ownership interest in the shares of Common Stock and in the warrants that Wynnefield Partners Small Cap Value L.P. I directly beneficially owns. Mr. Obus and Mr. Landes, as co-managing members of Wynnefield Capital Management, LLC, have an indirect beneficial ownership interest in the shares of Common Stock and in the warrants that Wynnefield Partners Small Cap Value L.P. I directly beneficially owns.
5. On the date hereof, the Reporting Person has an indirect beneficial ownership interest in 541,800 shares of Common Stock and warrants to purchase an aggregate of 175,000 shares of Common Stock, which are directly beneficially owned by Wynnefield Small Cap Value Offshore Fund, Ltd., as members of a group under Section 13(d) of the Exchange Act. Wynnefield Small Cap Value Offshore Fund, Ltd., which maintains offices at the same address as the Reporting Person, is filing this Form jointly with the Reporting Person. Wynnefield Capital, Inc. as the sole investment manager of Wynnefield Small Cap Value Offshore Fund, Ltd., has an indirect beneficial ownership interest in the shares of Common Stock and in the warrants that Wynnefield Small Cap Value Offshore Fund, Ltd. directly beneficially owns. Wynnefield Capital, Inc., which maintains offices at the same address as the Reporting Person, is filing this Form jointly with the Reporting Person.
6. Mr. Obus and Mr. Landes, as principal executive officers of Wynnefield Capital, Inc., have an indirect beneficial ownership interest in the shares of Common Stock and in the warrants that Wynnefield Small Cap Value Offshore Fund, Ltd. directly beneficially owns.
7. On the date hereof, the Reporting Person has an indirect beneficial ownership interest in 40,000 shares of Common Stock, which are directly beneficially owned by Channel Partnership II, L.P., as members of a group under Section 13(d) of the Exchange Act. Channel Partnership II, L.P., which maintains offices at the same address as the Reporting Person, is filing this Form jointly with the Reporting Person. Mr. Obus, as the sole general partner of Channel Partnership II, L.P., has an indirect beneficial ownership interest in the shares of Common Stock that Channel Partnership II, L.P. directly beneficially owns.
8. On the date hereof, the Reporting Person has an indirect beneficial ownership interest in 45,000 shares of Common Stock, which are directly beneficially owned by Wynnefield Capital, Inc. Profit Sharing Plan, as members of a group under Section 13(d) of the Exchange Act. Wynnefield Capital, Inc. Profit Sharing Plan, which maintains offices at the same address as the Reporting Person, is filing this Form jointly with the Reporting Person. Mr. Obus has the power to vote and dispose of Wynnefield Capital, Inc. Profit Sharing Plan's investments in securities and has an indirect beneficial ownership interest in the shares of Common Stock that Wynnefield Capital, Inc. Profit Sharing Plan directly beneficially owns.
9. Mr. Obus and Mr. Landes disclaim beneficial ownership of the securities described in this statement, except to the extent of their individual pecuniary interest in such securities. The filing of this statement shall not be deemed an admission that Mr. Obus and Mr. Landes are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any securities specified in this statement.
WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P., By: Wynnefield Capital Management, LLC, General Partner, /s/ Nelson Obus, Managing Member 05/01/2008
WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I, By: Wynnefield Capital Management, LLC, General Partner, /s/ Nelson Obus, Managing Member 05/01/2008
WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD., By: Wynnefield Capital Inc., /s/ Nelson Obus, President 05/01/2008
WYNNEFIELD CAPITAL MANAGEMENT, LLC, /s/ Nelson Obus, Managing Member 05/01/2008
WYNNEFIELD CAPITAL, INC., /s/ Nelson Obus, President 05/01/2008
CHANNEL PARTNERSHIP II, L.P., /s/ Nelson Obus, General Partner 05/01/2008
WYNNEFIELD CAPITAL, INC. PROFIT SHARING PLAN, /s/ Nelson Obus 05/01/2008
/s/ Nelson Obus, Individually 05/01/2008
/s/ Joshua Londes, Individually 05/01/2008
** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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