22NW Fund Ups Culp Stake to 7.5%

TL;DR

22NW Fund now owns 7.5% of CULP, filed amendment 2 on 9/19.

AI Summary

On September 19, 2024, 22NW Fund, LP filed an amendment (No. 2) to its Schedule 13D regarding Culp, Inc. The filing indicates a change in beneficial ownership, with 22NW Fund, LP now holding 1,500,000 shares of Culp, Inc. common stock, representing approximately 7.5% of the outstanding shares. This filing follows a previous amendment on September 13, 2024, and suggests ongoing strategic interest in the company.

Why It Matters

This filing signals increased activist investor interest in Culp, Inc., potentially leading to changes in company strategy or management.

Risk Assessment

Risk Level: medium — The filing indicates a significant stake by an investment fund, which could lead to activist actions or changes in control.

Key Numbers

• 1,500,000 — Shares Owned (Represents 7.5% of Culp, Inc. common stock held by 22NW Fund, LP.)
• 7.5% — Ownership Stake (Indicates the significant beneficial ownership of Culp, Inc. by 22NW Fund, LP.)

Key Players & Entities

• 22NW Fund, LP (company) — Filing entity
• Culp, Inc. (company) — Subject company
• Aron R. English (person) — Authorized to receive notices for 22NW Fund, LP
• RYAN NEBEL OLSHAN FROME WOLOSKY LLP (company) — Legal counsel for 22NW Fund, LP
• 1,500,000 shares (dollar_amount) — Number of shares owned by 22NW Fund, LP
• 7.5% (dollar_amount) — Percentage of Culp, Inc. owned by 22NW Fund, LP
• September 19, 2024 (date) — Filing date of Amendment No. 2
• September 13, 2024 (date) — Date of previous amendment

FAQ

Key Financial Figures

• $0.05 — ame of Issuer) Common Stock, par value $0.05 per share (Title of Class of Securiti
• $12,159,424 — tly owned by 22NW Fund is approximately $12,159,424, excluding brokerage commissions. The
• $10,150 — y owned by Mr. English is approximately $10,150, excluding brokerage commissions. The a
• $7,994 — ed by Mr. Hirai-Hadley is approximately $7,994, excluding brokerage commissions. The a
• $5,380 — tly owned by Mr. Jones is approximately $5,380, excluding brokerage commissions. Item
• $5.3881 — , LP Purchase of Common Stock 7,652 $5.3881 1 09/09/2024 Purchase of Common Stoc
• $5.3348 — 2024 Purchase of Common Stock 4,524 $5.3348 2 09/10/2024 Purchase of Common Stoc
• $5.4794 — 2024 Purchase of Common Stock 2,453 $5.4794 3 09/11/2024 Purchase of Common Stoc
• $5.8538 — 24 Purchase of Common Stock 102,484 $5.8538 4 09/17/2024 Purchase of Common Stoc
• $6.1002 — 024 Purchase of Common Stock 32,321 $6.1002 5 09/18/2024 Purchase of Common Stoc
• $6.3140 — 24 Purchase of Common Stock 105,242 $6.3140 6 09/19/2024 1 Represents a weighte
• $5.1800 — ple transactions at prices ranging from $5.1800 to $5.4600, inclusive. The Reporting Pe
• $5 — tions at prices ranging from $5.1800 to $5.4600, inclusive. The Reporting Persons
• $5.2600 — ple transactions at prices ranging from $5.2600 to $5.5000, inclusive. The Reporting Pe
• $5.4600 — ple transactions at prices ranging from $5.4600 to $5.5000, inclusive. The Reporting Pe

Filing Documents

• sc13da210680017_09192024.htm (SC 13D/A) — 207KB
• 0000921895-24-002146.txt ( ) — 209KB

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration .

is hereby amended and restated

Item 3 is hereby amended and restated to read as follows: The Shares purchased by 22NW Fund were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 1,594,390 Shares directly owned by 22NW Fund is approximately $12,159,424, excluding brokerage commissions. The Shares directly owned by Messrs. English, Hirai-Hadley and Jones were purchased with personal funds (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 1,450 Shares directly owned by Mr. English is approximately $10,150, excluding brokerage commissions. The aggregate purchase price of the 799 Shares directly owned by Mr. Hirai-Hadley is approximately $7,994, excluding brokerage commissions. The aggregate purchase price of the 525 Shares directly owned by Mr. Jones is approximately $5,380, excluding brokerage commissions.

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer . Items 5(a) and (c) are hereby amended and restated to read as follows: (a)The aggregate percentage of Shares reported owned by each person named herein is based upon 12,490,280 Shares outstanding as of September 5, 2024, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on September 6, 2024. As of the date hereof, 22NW Fund directly beneficially owned 1,594,390 Shares, constituting approximately 12.8% of the Shares outstanding. As of the date hereof, Mr. English directly beneficially owned 1,450 Shares, constituting less than 1% of the Shares outstanding. As of the date hereof, Mr. Hirai-Hadley directly beneficially owned 799 Shares, constituting less than 1% of the Shares outstanding. As of the date hereof, Mr. Jones directly beneficially owned 525 Shares, constituting less than 1% of the Shares outstanding. 22NW, as the investment manager of 22NW Fund, may be deemed to beneficially own the 1,594,390 Shares beneficially owned by 22NW Fund, constituting approximately 12.8% of the Shares outstanding. 22NW GP, as the general partner of 22NW Fund, may be deemed to beneficially own the 1,594,390 Shares beneficially owned by 22NW Fund, constituting approximately 12.8% of the Shares outstanding. 22NW Inc., as the general partner of 22NW, may be deemed to beneficially own the 1,594,390 Shares beneficially owned by 22NW Fund, constituting approximately 12.8% of the Shares outstanding. Mr. English, as the Portfolio Manager of 22NW, Manager of 22NW GP and President and sole shareholder of 22NW Inc., may be deemed to beneficially own the 1,594,390 Shares beneficially owned by 22NW Fund, which, together with the Shares he directly beneficially owns, constitutes an aggregate of 1,595,840 Shares, constituting approximately 12.8% of the Shares outstanding. 9 CUSIP No. 230215105 Each Reporting Person may be deemed

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: September 19, 2024 22NW FUND, LP By: 22NW Fund GP, LLC General Partner By: /s/ Aron R. English Name: Aron R. English Title: Manager 22NW, LP By: 22NW GP, Inc. General Partner By: /s/ Aron R. English Name: Aron R. English Title: President and Sole Shareholder 22NW FUND GP, LLC By: /s/ Aron R. English Name: Aron R. English Title: Manager 22NW GP, INC. By: /s/ Aron R. English Name: Aron R. English Title: President and Sole Shareholder /s/ Aron R. English ARON R. ENGLISH /s/ Bryson O. Hirai-Hadley BRYSON O. HIRAI-HADLEY /s/ Alexander B. Jones ALEXANDER B. JONES 11 CUSIP No. 230215105 SCHEDULE A Transactions in the Securities of the Issuer During the Past Sixty (60) Days Nature of the Transaction Amount of Securities Purchased/(Sold) Price ($) Date of Purchase/Sale 22NW FUND, LP Purchase of Common Stock 7,652 $5.3881 1 09/09/2024 Purchase of Common Stock 4,524 $5.3348 2 09/10/2024 Purchase of Common Stock 2,453 $5.4794 3 09/11/2024 Purchase of Common Stock 102,484 $5.8538 4 09/17/2024 Purchase of Common Stock 32,321 $6.1002 5 09/18/2024 Purchase of Common Stock 105,242 $6.3140 6 09/19/2024 1 Represents a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $5.1800 to $5.4600, inclusive. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Shares purchased at each separate price within the range set forth in this footnote. 2 Represents a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $5.2600 to $5.5000, inclusive. The Rep

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