Sec Form 4 Filing - Garner Bradley G @ HG Holdings, Inc. - 2020-06-19

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 Garner Bradley G 2. Issuer Name and Ticker or Trading Symbol HG Holdings, Inc. [ STLY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CFO and CAO (Last) (First) (Middle) 2115 E. 7TH ST., SUITE 101 3. Date of Earliest Transaction (MM/DD/YY) 06/19/2020 (Street) CHARLOTTE, NC28211 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 06/19/2020 M 495 ( 1 ) ( 2 ) A $ 0.65 84,208 D Common Stock, par value $0.02 per share 06/19/2020 M 150 ( 1 ) ( 2 ) A $ 0.65 265 ( 3 ) I By wife

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 Subscription Rights (right to buy) $ 0.65 06/19/2020 M 380 05/18/2020 06/19/2020 Common Stock, par value $0.02 per share 495 $ 0 0 D Subscription Rights (right to buy) $ 0.65 06/19/2020 M 115 05/18/2020 06/19/2020 Common Stock, par value $0.02 per share 150 $ 0 0 ( 3 ) I By wife

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Garner Bradley G 2115 E. 7TH ST. SUITE 101 CHARLOTTE, NC28211 CFO and CAO Signatures /s/ Bradley G. Garner 06/23/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares of the issuer's common stock purchased by the Reporting Person from the exercise of his basic subscription rights under the issuer's rights offering that expired June 19, 2020. Rights holders who fully exercised their basic subscription privilege were entitled to an over-subscription privilege in which they could subscribe for additional shares of common stock, subject to reduction in certain circumstances. ( 2 )The Reporting Person elected to exercise his over-subscription privilege. However, because the over-subscription requests exceeded the number of shares of common stock available for sale in the rights offering, the issuer will allocate the available shares of common stock pro rata among each rights holder properly exercising their over-subscription privilege in proportion to the number of shares of common stock such person subscribed for under the basic subscription privilege. Consequently, the Reporting Person will receive additional shares of common stock to the extent that his over-subscription privilege is fulfilled, but the actual number of additional shares of common stock will not be known until the proration process has been completed. Such additional shares of common stock (once determined) will be reported on an amendment to this Form 4 or on a subsequent Form 4. ( 3 )The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and this Form 4 shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

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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