Sec Form 4 Filing - Hale Steven A II @ HG Holdings, Inc. - 2018-05-01

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 Steven A II 2. Issuer Name and Ticker or Trading Symbol HG Holdings, Inc. [ STLY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) 2115 E. 7TH ST., SUITE 101 3. Date of Earliest Transaction (MM/DD/YY) 05/01/2018 (Street) CHARLOTTE, NC28204 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 05/01/2018 A 161,290 ( 1 ) A $ 0 161,290 ( 2 ) D

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 Steven A II 2115 E. 7TH ST. SUITE 101 CHARLOTTE, NC28204 X Chief Executive Officer Signatures /s/ Steven A. Hale II 05/03/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Restricted stock award will vest on May 10, 2019 in increments of approximately 25% if the volume weighted average price for the Company's Common Stock meets certain price targets from $0.70 to $0.85 per share during the first 90 business days of 2019. ( 2 )Does not include an aggregate of 2,245,151 shares of Common Stock, which represents approximately 15.4% of the Company's outstanding shares of Common Stock, held directly by Clark - Hale Fund, L.P., MGEN II - Hale Fund, L.P., and Hale Partnership Fund, L.P. (collectively, the "Hale Funds"). Hale Partnership Capital Advisors, LLC ("Hale GP") is general partner to each of the Hale Funds, Hale Partnership Capital Management, LLC ("Hale Advisor") is investment manager to each of the Hale Funds, and the Reporting Person is a principal of each of Hale GP and Hale Advisor, and as such, each of Hale GP, Hale Advisor, and the Reporting Person may be deemed to be the beneficial owner of the shares held directly by the Hale Funds. Each of the Hale Funds, Hale GP, Hale Advisor and the Reporting Person has disclaimed any beneficial ownership in the shares held directly by the Hale Funds except to the extent of his or its pecuniary interest.

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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