Sec Form 4 Filing - Hale Partnership Capital Management, LLC @ HG Holdings, Inc. - 2019-04-22

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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
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1. Name and Address of Reporting Person
Hale Partnership Capital Management, LLC
2. Issuer Name and Ticker or Trading Symbol
HG Holdings, Inc. [ STLY]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
2924 ARCHDALE DRIVE,
3. Date of Earliest Transaction (MM/DD/YY)
04/22/2019
(Street)
CHARLOTTE, NC28210
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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, par value $0.02 per share 04/22/2019 P 46,385 A $ 0.52 2,151,913 ( 1 ) ( 2 ) I Hale Partnership Fund, L.P.
Common Stock, par value $0.02 per share 132,055 ( 1 ) ( 2 ) I MGEN II - Hale Fund, L.P.
Common Stock, par value $0.02 per share 208,100 ( 1 ) ( 2 ) I Clark - Hale Fund, L.P.
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Hale Partnership Capital Management, LLC
2924 ARCHDALE DRIVE
CHARLOTTE, NC28210
X
Hale Partnership Fund, L.P.
2924 ARCHDALE DRIVE
CHARLOTTE, NC28210
X
Hale Steven A II
2115 E. 7TH STREET
SUITE 101
CHARLOTTE, NC28210
X X Chairman and CEO
Signatures
/s/ Steven A. Hale II, Manager, on behalf of Hale Partnership Capital Management, LLC 04/24/2019
Signature of Reporting Person Date
/s/ Steven A. Hale II, Manager of Hale Partnership Capital Advisors, LLC, its General Partner, on behalf of Hale Partnership Fund, L.P. 04/24/2019
Signature of Reporting Person Date
/s/ Steven A. Hale II 04/24/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Hale Partnership Capital Advisors, LLC ("Hale GP"), as general partner to each of Hale Partnership Fund, L.P., MGEN II - Hale Fund, L.P., and Clark - Hale Fund, L.P. (collectively, the "Hale Funds"), Hale Partnership Capital Management, LLC ("Hale Advisor"), as the investment manager to each of the Hale Funds, and Steven A. Hale II ("Mr. Hale"), as a principal of each of Hale GP and Hale Advisor, may be deemed to be beneficial owners of the shares held directly by the Hale Funds. Mr. Hale is the Chairman and Chief Executive Officer and a director of HG Holdings, Inc. Each of Hale GP, Hale Advisor and Mr. Hale disclaims beneficial ownership of the shares referred to herein except to the extent of his or its pecuniary interest therein.
( 2 )Does not include (i) 161,290 shares of Common Stock held directly by Mr. Hale pursuant to a restricted stock award granted to him in his individual capacity as Chairman of the Board and Chief Executive Officer of the Company under the Company's 2012 Incentive Compensation Plan or (ii) 725,464 shares of Common Stock held in a discretionary separately managed account for which Hale Advisor serves as investment manager.

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).

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