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Ownership Summary Table
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| BLR Partners | 482,200 | 482,200 | 482,200 | 7.7% | ||
| BLRPart | 482,200 | 482,200 | 482,200 | 7.7% | ||
| BLRGP Inc | 482,200 | 482,200 | 482,200 | 7.7% | ||
| Fondren Management | 482,200 | 482,200 | 482,200 | 7.7% | ||
| FMLP Inc | 482,200 | 482,200 | 482,200 | 7.7% | ||
| The Radoff Family Foundation | 22,000 | 22,000 | 22,000 | 0.4% | ||
| Bradley L. Radoff | 504,200 | 504,200 | 504,200 | 8.1% |
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Page 1 of 14 – SEC Filing
_________________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________________________
SCHEDULE 13D/A
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 4)1
_________________________________________________
Harte Hanks, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
416196202
(CUSIP Number)
GREG LEMPEL
1177 West Loop South, Suite 1625
Houston, Texas 77027
713-482-2196
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
November 16, 2018
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
| 1 | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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Page 2 of 14 – SEC Filing
CUSIP NO. 416196202
| 1 | NAME OF REPORTING PERSON BLR Partners LP | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ | |||||
| 3 | SEC USE ONLY | |||||
| 4 | SOURCE OF FUNDS WC | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION TEXAS | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 482,200 | ||||
| 8 | SHARED VOTING POWER – 0 – | |||||
| 9 | SOLE DISPOSITIVE POWER 482,200 | |||||
| 10 | SHARED DISPOSITIVE POWER – 0 – | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 482,200 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.7% | |||||
| 14 | TYPE OF REPORTING PERSON PN | |||||
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Page 3 of 14 – SEC Filing
CUSIP NO. 416196202
| 1 | NAME OF REPORTING PERSON BLRPart, LP | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ | |||||
| 3 | SEC USE ONLY | |||||
| 4 | SOURCE OF FUNDS AF | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION TEXAS | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 482,200 | ||||
| 8 | SHARED VOTING POWER – 0 – | |||||
| 9 | SOLE DISPOSITIVE POWER 482,200 | |||||
| 10 | SHARED DISPOSITIVE POWER – 0 – | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 482,200 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.7% | |||||
| 14 | TYPE OF REPORTING PERSON PN | |||||
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Page 4 of 14 – SEC Filing
CUSIP NO. 416196202
| 1 | NAME OF REPORTING PERSON BLRGP Inc. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ | |||||
| 3 | SEC USE ONLY | |||||
| 4 | SOURCE OF FUNDS AF | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION TEXAS | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 482,200 | ||||
| 8 | SHARED VOTING POWER – 0 – | |||||
| 9 | SOLE DISPOSITIVE POWER 482,200 | |||||
| 10 | SHARED DISPOSITIVE POWER – 0 – | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 482,200 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.7% | |||||
| 14 | TYPE OF REPORTING PERSON CO | |||||
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Page 5 of 14 – SEC Filing
CUSIP NO. 416196202
| 1 | NAME OF REPORTING PERSON Fondren Management, LP | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ | |||||
| 3 | SEC USE ONLY | |||||
| 4 | SOURCE OF FUNDS AF | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION TEXAS | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 482,200 | ||||
| 8 | SHARED VOTING POWER – 0 – | |||||
| 9 | SOLE DISPOSITIVE POWER 482,200 | |||||
| 10 | SHARED DISPOSITIVE POWER – 0 – | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 482,200 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.7% | |||||
| 14 | TYPE OF REPORTING PERSON PN | |||||
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Page 6 of 14 – SEC Filing
CUSIP NO. 416196202
| 1 | NAME OF REPORTING PERSON FMLP Inc. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ | |||||
| 3 | SEC USE ONLY | |||||
| 4 | SOURCE OF FUNDS AF | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION TEXAS | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 482,200 | ||||
| 8 | SHARED VOTING POWER – 0 – | |||||
| 9 | SOLE DISPOSITIVE POWER 482,200 | |||||
| 10 | SHARED DISPOSITIVE POWER – 0 – | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 482,200 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.7% | |||||
| 14 | TYPE OF REPORTING PERSON CO | |||||
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Page 7 of 14 – SEC Filing
CUSIP NO. 416196202
| 1 | NAME OF REPORTING PERSON The Radoff Family Foundation | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ | |||||
| 3 | SEC USE ONLY | |||||
| 4 | SOURCE OF FUNDS WC | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION TEXAS | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 22,000 | ||||
| 8 | SHARED VOTING POWER – 0 – | |||||
| 9 | SOLE DISPOSITIVE POWER 22,000 | |||||
| 10 | SHARED DISPOSITIVE POWER – 0 – | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,000 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.4% | |||||
| 14 | TYPE OF REPORTING PERSON CO | |||||
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Page 8 of 14 – SEC Filing
CUSIP NO. 416196202
| 1 | NAME OF REPORTING PERSON Bradley L. Radoff | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ | |||||
| 3 | SEC USE ONLY | |||||
| 4 | SOURCE OF FUNDS AF | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION USA | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 504,200 | ||||
| 8 | SHARED VOTING POWER – 0 – | |||||
| 9 | SOLE DISPOSITIVE POWER 504,200 | |||||
| 10 | SHARED DISPOSITIVE POWER – 0 – | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 504,200 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.1% | |||||
| 14 | TYPE OF REPORTING PERSON IN | |||||
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Page 9 of 14 – SEC Filing
The following constitutes Amendment No. 4 to the Schedule 13D filed by the undersigned (“Amendment No. 4”). This Amendment No. 4 amends the Schedule 13D as specifically set forth herein.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended and restated as follows:
The Shares purchased by BLR Partners and Radoff Foundation were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted. The aggregate purchase price of the 482,200 Shares held directly by BLR Partners is approximately $4,949,676, including brokerage commissions. The aggregate purchase price of the 22,000 Shares held directly by Radoff Foundation is approximately $218,036, including brokerage commissions.
| Item 4. | Purpose of Transaction. |
Item 4 is hereby supplemented and superseded, as the case may be, as follows:
This Amendment No. 4 is being filed to report dispositions of beneficial ownership of Shares in an amount equal to one percent or more of the Issuer’s outstanding Shares since the previous Schedule 13D amendment. The disclosure in Item 5(c) below regarding transactions in Shares effected during the previous 60 days is incorporated by reference herein. Consistent with their investment purpose, the Reporting Persons may make, or cause, further dispositions of Shares from time to time and may acquire, or cause to be acquired, additional Shares, in each case depending on market conditions and other factors.
The Shares beneficially owned by the Reporting Persons reported herein are held for investment purposes. The Reporting Persons do not have present plans or proposals at this time that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
| Item 5. | Interest in Securities of the Issuer. |
Item 5 is hereby amended and restated as follows:
The aggregate percentage of Shares reported as beneficially owned by each person named herein is based upon 6,254,023 Shares outstanding as of October 15, 2018, which is the total number of Shares outstanding as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 8, 2018.
| A. | BLR Partners |
| (a) | As of the close of business on November 16, 2018, BLR Partners beneficially owned 482,200 Shares. |
Percentage: Approximately 7.7%
| (b) | 1. Sole power to vote or direct vote: 482,200 |
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 482,200
4. Shared power to dispose or direct the disposition: 0
| (c) | The transactions in the Shares by BLR Partners since the filing of the previous Schedule 13D amendment are set forth in Schedule A and are incorporated herein by reference. |
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Page 10 of 14 – SEC Filing
| B. | BLRPart GP |
| (a) | BLRPart GP, as the general partner of BLR Partners, may be deemed the beneficial owner of the 482,200 Shares beneficially owned by BLR Partners. |
Percentage: Approximately 7.7%
| (b) | 1. Sole power to vote or direct vote: 482,200 |
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 482,200
4. Shared power to dispose or direct the disposition: 0
| (c) | BLRPart GP has not entered into any transactions in Shares since the filing of the previous Schedule 13D amendment. The transactions in the Shares on behalf of BLR Partners since the filing of the previous Schedule 13D amendment are set forth in Schedule A and are incorporated herein by reference. |
| C. | BLRGP |
| (a) | BLRGP, as the general partner of BLRPart GP, may be deemed the beneficial owner of the 482,200 Shares beneficially owned by BLR Partners. |
Percentage: Approximately 7.7%
| (b) | 1. Sole power to vote or direct vote: 482,200 |
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 482,200
4. Shared power to dispose or direct the disposition: 0
| (c) | BLRGP has not entered into any transactions in Shares since the filing of the previous Schedule 13D amendment. The transactions in the Shares on behalf of BLR Partners since the filing of the previous Schedule 13D amendment are set forth in Schedule A and are incorporated herein by reference. |
| D. | Fondren Management |
| (a) | Fondren Management, as the investment manager of BLR Partners, may be deemed the beneficial owner of the 482,200 Shares beneficially owned by BLR Partners. |
Percentage: Approximately 7.7%
| (b) | 1. Sole power to vote or direct vote: 482,200 |
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 482,200
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Page 11 of 14 – SEC Filing
4. Shared power to dispose or direct the disposition: 0
| (c) | Fondren Management has not entered into any transactions in Shares since the filing of the previous Schedule 13D amendment. The transactions in the Shares on behalf of BLR Partners since the filing of the previous Schedule 13D amendment are set forth in Schedule A and are incorporated herein by reference. |
| E. | FMLP |
| (a) | FMLP, as the general partner of Fondren Management, may be deemed the beneficial owner of the 482,200 Shares beneficially owned by BLR Partners. |
Percentage: Approximately 7.7%
| (b) | 1. Sole power to vote or direct vote: 482,200 |
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 482,200
4. Shared power to dispose or direct the disposition: 0
| (c) | FMLP has not entered into any transactions in Shares since the filing of the previous Schedule 13D amendment. The transactions in the Shares on behalf of BLR Partners since the filing of the previous Schedule 13D amendment are set forth in Schedule A and are incorporated herein by reference. |
| F. | Radoff Foundation |
| (a) | As of the close of business on November 16, 2018, Radoff Foundation beneficially owned 22,000 Shares. |
Percentage: Approximately 0.4%
| (b) | 1. Sole power to vote or direct vote: 22,000 |
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 22,000
4. Shared power to dispose or direct the disposition: 0
| (c) | Radoff Foundation has not entered into any transactions in Shares since the filing of the previous Schedule 13D amendment. |
| G. | Mr. Radoff |
| (a) | Mr. Radoff, as the sole shareholder and sole director of each of BLRGP and FMLP and a director of Radoff Foundation, may be deemed the beneficial owner of the (i) 482,200 Shares beneficially owned by BLR Partners and (ii) 22,000 Shares beneficially owned by Radoff Foundation. |
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Page 12 of 14 – SEC Filing
Percentage: Approximately 8.1%
| (b) | 1. Sole power to vote or direct vote: 504,200 |
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 504,200
4. Shared power to dispose or direct the disposition: 0
| (c) | Mr. Radoff has not entered into any transactions in Shares since the filing of the previous Schedule 13D amendment. The transactions in Shares on behalf of BLR Partners since the filing of the previous Schedule 13D amendment are set forth in Schedule A and are incorporated herein by reference. |
| (d) | No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, Shares. |
| (e) | Not applicable. |
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Page 13 of 14 – SEC Filing
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: November 19, 2018
| BLR Partners LP | |||
| By: | BLRPart, LP General Partner | ||
| By: | BLRGP Inc. General Partner | ||
| By: | /s/ Bradley L. Radoff Name: Bradley L. Radoff Title: Sole Director | ||
| BLRPart, LP | |||
| By: | BLRGP Inc. General Partner | ||
| By: | /s/ Bradley L. Radoff Name: Bradley L. Radoff Title: Sole Director | ||
| BLRGP Inc. | |||
| By: | /s/ Bradley L. Radoff Name: Bradley L. Radoff Title: Sole Director | ||
| Fondren Management, LP | |||
| By: | FMLP Inc. General Partner | ||
| By: | /s/ Bradley L. Radoff Name: Bradley L. Radoff Title: Sole Director | ||
| FMLP Inc. | |||
| By: | /s/ Bradley L. Radoff Name: Bradley L. Radoff Title: Sole Director | ||
| The Radoff Family Foundation | |||
| By: | /s/ Bradley L. Radoff Name: Bradley L. Radoff Title: Director /s/ Bradley L. Radoff Bradley L. Radoff | ||
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Page 14 of 14 – SEC Filing
SCHEDULE A
The following tables sets forth all transactions by the Reporting Persons with respect to Shares effected in the last 60 days, inclusive of any transactions effected through 4:00 p.m., New York City time, on November 16, 2018. Except as otherwise noted below, all such transactions were sales of Shares effected in the open market, and the table includes commissions paid in per share prices.
| Nature of Transaction | Securities Purchased/(Sold) | Price per Share ($) | Date of Purchase / Sale | |||||||||
| BLR PARTNERS LP | ||||||||||||
| Sale of Shares | (85,000) | 4.505 | 11/16/2018 | |||||||||
| Sale of Shares | (12,800) | 5.981 | 11/8/2018 | |||||||||
| Sale of Shares | (5,600) | 6.324 | 10/22/2018 | |||||||||
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