13D Filing: Barington Capital Group, L.P. and Eastern Co (EML)

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This Amendment No. 8 amends and supplements
the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on September 30, 2014, as amended by
that certain Amendment No. 1 filed on February 6, 2015, Amendment No. 2 filed on February 23, 2015, Amendment No. 3 filed on March
9, 2015, Amendment No. 4 filed on March 27, 2015, Amendment No. 5 filed on April 13, 2015, Amendment No. 6 filed on August 5, 2015
and Amendment No. 7 filed on September 14, 2015 (collectively, the “Statement”), by and on behalf of Barington Companies
Equity Partners, L.P. (“Barington”) and others with respect to the common stock, no par value (the “Common Stock”),
of The Eastern Company, a Connecticut corporation (the “Company” or “Eastern”). The principal executive
offices of the Company are located at 112 Bridge Street, Naugatuck, Connecticut 06770.

Item 2. Identity and Background.

The second paragraph of Item 2(a)-(c) of the
Statement is hereby amended and restated as follows:

As of the close of business on May 22, 2017,
the Reporting Entities are the beneficial owners of, in the aggregate, 633,005 shares of Common Stock, representing approximately
10.11% of the 6,258,233 shares of Common Stock reported by the Company to be issued and outstanding as of May 3, 2017 in its Form
10-Q filed with the Securities and Exchange Commission on May 5, 2017 (the “Issued and Outstanding Shares”).

Item 3. Source and Amount of Funds or Other Consideration.

The information contained in Item 3 of the Statement
is hereby amended and supplemented as follows:

Since the filing of the Statement, the Reporting
Entities purchased an aggregate of 82,420 shares of Common Stock through open market transactions and one private transaction.
The amount of funds expended for purchases of Common Stock was approximately $1,849,099.76 by Barington Companies Equity Partners,
L.P. All transactions effected since the filing of the Statement are described in the Schedule attached hereto and incorporated
herein by reference. All such purchases were funded by working capital, which may, at any given time, include margin loans made
by brokerage firms in the ordinary course of business.

Item 5. Interest in Securities of the Issuer.

Items 5(a) and 5(c) of the Statement are hereby
amended and restated as follows:

(a)           As of the close of business on May 22,
2017, Barington Companies Equity Partners, L.P. beneficially owns an aggregate of 575,703 shares of Common Stock, representing
approximately 9.20% of the Issued and Outstanding Shares. As the general partner of Barington Companies Equity Partners, L.P.,
Barington Companies Investors, LLC may be deemed to beneficially own the 575,703 shares of Common Stock beneficially owned by Barington
Companies Equity Partners, L.P. As the majority member of Barington Companies Investors, LLC, Barington Capital Group, L.P. may
be deemed to beneficially own the 575,703 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P.
As the general partner of Barington Capital Group, L.P., LNA Capital Corp. may be deemed to beneficially own the 575,703 shares
of Common Stock beneficially owned by Barington Companies Equity Partners, L.P. As the sole stockholder and director of LNA Capital
Corp., James A. Mitarotonda may be deemed to beneficially own the 575,703 shares of Common Stock beneficially owned by Barington
Companies Equity Partners, L.P. Mr. Mitarotonda has sole voting and dispositive power with respect to the 575,703 shares of
Common Stock beneficially owned by Barington Companies Equity Partners, L.P. Mr. Mitarotonda disclaims beneficial ownership of
any such shares except to the extent of his pecuniary interest therein. Mr. Mitartonda is also individually the beneficial owner
of 3,282 shares of Common Stock granted to him under The Eastern Company’s Directors Fee Program, which, together with the
shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P., represents approximately 9.25% of the Issued
and Outstanding Shares. Mr. Mitarotonda has sole voting and dispositive power with respect to the 575,703 shares of Common
Stock beneficially owned by Barington Companies Equity Partners, L.P. and the 3,282 shares of Common Stock granted to him under
The Eastern Company’s Directors Fee Program.

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