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| 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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 | | OMB APPROVAL | | OMB Number: | 3235-0287 | | Expires: | February 28, 2011 | | Estimated average burden | | hours per response | 0.5 |
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| | 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*| WYNNEFIELD PARTNERS SMALL CAP VALUE LP |
| 450 SEVENTH AVENUE, SUITE 509 | |
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Summer Infant, Inc.
[SUMR] | 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) 10/02/2008 | 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 |
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| 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, $0.0001 par value per share
| 10/02/2008 | | P | |
68,000
| A | $
3.95
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2,168,865
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D
| | |
Common Stock, $0.0001 par value per share
| 10/02/2008 | | P | |
102,000
| A | $
3.95
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2,168,865
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I
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See footnote
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Common Stock, $0.0001 par value per share
| 10/02/2008 | | P | |
30,000
| A | $
3.95
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2,168,865
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I
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See footnote
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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 Underlying Securities (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 of Derivative Security: 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*| WYNNEFIELD PARTNERS SMALL CAP VALUE LP |
| 450 SEVENTH AVENUE, SUITE 509 | |
(Street)
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1. Name and Address of Reporting Person*| WYNNEFIELD PARTNERS SMALL CAP VALUE LP I |
| 450 SEVENTH AVENUE, SUITE 509 | |
(Street)
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1. Name and Address of Reporting Person*| WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND LTD |
| 450 SEVENTH AVE, SUITE 509 | |
(Street)
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1. Name and Address of Reporting Person*| WYNNEFIELD CAPITAL MANAGEMENT LLC |
| 450 SEVENTH AVE, SUITE 509 | |
(Street)
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1. Name and Address of Reporting Person*
| 450 SEVENTH AVENUE, SUITE 509 | |
(Street)
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1. Name and Address of Reporting Person*| CHANNEL PARTNERSHIP II L P |
| 450 SEVENTH AVENUE, SUITE 509 | |
(Street)
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1. Name and Address of Reporting Person*| Wynnefield Capital, Inc. Profit Sharing Plan |
| 450 SEVENTH AVENUE, SUITE 509 | |
(Street)
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1. Name and Address of Reporting Person*
| 450 SEVENTH AVENUE, SUITE 509 | |
(Street)
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1. Name and Address of Reporting Person*
| 450 SEVENTH AVENUE, SUITE 509 | |
(Street)
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| Explanation of Responses: | |
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Remarks:
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| WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P., By: Wynnefield Capital Management, LLC, General Partner, By: /s/ Nelson Obus, Managing Member | 10/06/2008 | | WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I, By: Wynnefield Capital Management, LLC, General Partner, By: /s/ Nelson Obus, Managing Member | 10/06/2008 | | WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD. By: Wynnefield Capital, Inc. By /s/ Nelson Obus, President | 10/06/2008 | | WYNNEFIELD CAPITAL MANAGEMENT, LLC, By: /s/ Nelson Obus, Managing Member | 10/06/2008 | | WYNNEFIELD CAPITAL, INC., By: /s/ Nelson Obus, President | 10/06/2008 | | CHANNEL PARTNERSHIP II, L.P. By /s/ Nelson Obus, General Partner | 10/06/2008 | | WYNNEFIELD CAPITAL INC. PROFIT SHARING PLAN, By:/s/ Nelson Obus, Authorized Signatory | 10/06/2008 | | /s/ Nelson Obus, Individually | 10/06/2008 | | /s/ Joshua Landes, Individually | 10/06/2008 | | ** 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 4(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. | | Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |
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