Dixie Group Inc. Sees Ownership Change Filing

TL;DR

**DIXIE GROUP INC:** Ownership update filed by John F. Henry Jr. via Miller & Martin LLP. Check filing for details.

AI Summary

On March 19, 2024, John F. Henry Jr., represented by Miller & Martin LLP, filed an amendment (Amendment No. 22) to Schedule 13D for The Dixie Group, Inc. This filing indicates a change in the beneficial ownership of the company's common stock. The specific details of the ownership change, including the exact number of shares and percentage of ownership, are not fully detailed in the provided text but are the subject of this amendment.

Why It Matters

This filing signals a potential shift in control or influence over The Dixie Group, Inc., which could impact its stock price and strategic direction.

Risk Assessment

Risk Level: medium — Schedule 13D filings often precede significant corporate actions or shifts in control, which can introduce volatility.

Key Players & Entities

• John F. Henry Jr. (person) — Filer of Schedule 13D amendment
• Miller & Martin LLP (company) — Legal representative for the filer
• THE DIXIE GROUP, INC. (company) — Subject company of the filing
• 255579-10-4 (other) — CUSIP Number for Dixie Group Inc. common stock

FAQ

Key Financial Figures

• $3.00 — me of Issuer) Common Stock, Par Value $3.00 Per Share (Title of Class of Securities

Filing Documents

• schedule13ddkf2024v2.htm (SC 13D) — 99KB
• exhibita2.htm (EX-1.EXHIBITA) — 3KB
• exhibitb1.htm (EX-2.EXHIBITB) — 4KB
• exhibit9912.htm (EX-99.1) — 36KB
• 0000029332-24-000015.txt ( ) — 144KB

Security and Issuer

Item 1. Security and Issuer . No Change.

Identity and Background

Item 2. Identity and Background . No Change.

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration . Not applicable for purposes of this Amendment No. 22.

Purpose of Transaction

Item 4. Purpose of Transaction . The Shareholder's Agreement set forth as Exhibit 99.1 to this report (the Agreement) has not been amended to extend the effective date thereof beyond its original date of expiration. Nevertheless, the parties to the Shareholders' Agreement have expressed the intention to vote such shares as were formerly subject to this Agreement as a group. Accordingly, the reporting persons may be deemed to be a group for purposes of Section 13(d) of the Act and for purposes of reporting holdings of the Common Stock of The Dixie Group, Inc. pursuant to Section 13(d). The Agreement described in Exhibit A and set forth as Exhibit 99.1 was entered into for the purpose of granting to Daniel K. Frierson the right to vote shares of Class B Common Stock held subject to the Agreement for the term thereof or until such shares of Class B Common Stock are converted to shares of Common Stock (and would no longer be subject to the Agreement). As of the date hereof, the reporting persons have no plans or proposals which relate to or would result in any of the matters enumerated in the instructions to Item 4 of the Schedule 13D, or any action similar thereto.

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer . The information set forth under Item 5(a) is hereby amended and restated in its entirety as follows As of the date hereof, Mr. Frierson may be deemed to be the beneficial owner (pursuant to Rule 13d-3) of an aggregate of 1,411,703 shares of Common Stock 1 constituting approximatel y 8.89% of t he 14,624,574 shares of Common Stock deemed to be outstanding as of March 18, 2024. 1,2,3 The information set forth under Item 5(b) is hereby amended and restated in its entirety as follows 1 Represents all shares of Common Stock and Class B Common Stock (convertible into shares of Common Stock on a share for share basis) held by the reporting persons and includes (i) 84,299 shares of restricted stock which have not vested, issued as shares of Common Stock, and as to which Mr. Frierson has sole voting and may be deemed to have sole investment power (ii) 3,567 shares of Common Stock held by Mr. Frierson in an Individual Retirement Account, as to which he may be deemed to have sole voting and sole investment power (iii) 796 shares of Common Stock held by Mr. Frierson in a 401K plan, as to which he may be deemed to have sole voting and sole investment power (iv) 41,886 shares of Common Stock owned outright (v) an aggregate of 31,853 shares of Common Stock owned by certain children of Daniel K. Frierson, and his grandchildren (those holding Class B Common Stock formerly subject to the Shareholders Agreement (referred to herein) as to which he may be deemed to share voting and investment power and (vi) 1,249,302 shares of Class B Common Stock, held as described in Footnote 3 below. All such shares of Class B Common Stock were held subject to a shareholder's agreement by and among Mr. Frierson, his wife (individually, and as trustee), his son, Daniel Kennedy Frierson, Jr. and a daughter, Emily F. Brown, pursuant to which Mr. Frierson had been granted a proxy to vote such shares, so long as such shares remain shares of Class B Co

Material to Be Filed as Exhibits

Item 6. Material to Be Filed as Exhibits . Exhibit A - description of Shareholders Agreement Exhibit B - Joint Filing Agreement Exhibit 99.1 - Shareholders' Agreement, dated November 6, 2015, as amended, July 11, 2016. Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date March 18, 2024 s DANIEL K. FRIERSON Daniel K. Frierson 4 Consists of (i) 1,249,302 shares of Class B Common Stock that may be deemed to be converted to Common Stock and (ii) 130,548 shares of Common Stock held as described in Note 1. 5 Consists of (i) 84,299 shares of restricted stock awards to Mr. Frierson which have not vested, issued as shares of Common Stock (ii) 3,567 shares of Common Stock held by Mr. Frierson in an Individual Retirement account (iii) 796 shares of Common Stock held in a 401K plan (iv) 41,886 shares of Common Stock held outright (v) 587,370 shares of Class B Common Stock held directly by Mr. Frierson and convertible on a share-for-share basis into Common Stock (vi) 5,486 shares of Class B Common Stock held by him as trustee and convertible into Common Stock on a share-for-share basis and (vii) 76,796 shares of restricted stock which have not vested.

View Full Filing

View this SC 13D filing on SEC EDGAR