Page 6 of 8 – SEC Filing
| CUSIP No. 53222Q103 | Page 6 of 8 Pages |
This Amendment No. 7 to the joint statement on Schedule 13D with respect to the common stock, $0.01 par
value (the Common Stock), of Lifetime Brands, Inc., a Delaware corporation (the Issuer), filed by Mill Road Capital II, L.P., a Delaware limited partnership (the Fund), Mill Road Capital II GP
LLC, a Delaware limited liability company (the GP), Thomas E. Lynch and Scott P. Scharfman (collectively, the Reporting Persons) on December 16, 2013, as amended by Amendment No. 1 on Schedule 13D with
respect to the Common Stock filed by the Reporting Persons on October 3, 2014, as amended by Amendment No. 2 on Schedule 13D with respect to the Common Stock filed by the Reporting Persons on March 23, 2015, as amended by Amendment
No. 3 on Schedule 13D with respect to the Common Stock filed by the Reporting Persons on June 2, 2015, as amended by Amendment No. 4 on Schedule 13D with respect to the Common Stock filed by the Reporting Persons on September 16,
2015, as amended by Amendment No. 5 on Schedule 13D with respect to the Common Stock filed by the Reporting Persons on March 14, 2017, and as amended by Amendment No. 6 on Schedule 13D with respect to the Common Stock filed by the
Reporting Persons on March 14, 2017 (such joint statement, as so amended and as amended herein, the Schedule 13D), amends the Schedule 13D as follows:
1. Paragraphs (a), (b) and (c) of Item 5 of the Schedule 13D shall hereby be amended and restated in full as follows:
Item 5. Interest in Securities of the Issuer
(a, b) The percentages of beneficial ownership reported in this Item 5, and on each Reporting Persons cover page to this
Schedule 13D, are based on a total of 20,490,268 shares of the Common Stock issued and outstanding, calculated by adding the 14,897,152 shares reported as issued and outstanding as of January 22, 2018 in the current report on Form 8-K filed by the Issuer on March 6, 2018 (the Form 8-K) to the 5,593,116 shares issued on March 2, 2018 in the Merger (as defined in the Form 8-K) as reported in the Form 8-K. All of the share numbers reported below, and on each Reporting Persons cover page to this Schedule 13D, are as of March 12, 2018,
unless otherwise indicated. The cover page to this Schedule 13D for each Reporting Person is incorporated by reference in its entirety into this Item 5(a, b).
The Fund directly holds, and thus has sole voting and dispositive power over, 1,628,203 shares of Common Stock. The GP, as sole
general partner of the Fund, also has sole authority to vote (or direct the vote of), and to dispose (or direct the disposal) of, these shares of Common Stock on behalf of the Fund, and each of Messrs. Lynch and Scharfman has shared authority to
vote (or direct the vote of), and to dispose (or direct the disposal) of, these shares on behalf of the GP. Accordingly, each of the Reporting Persons beneficially owns 1,628,203 shares of Common Stock, or approximately 7.9% of the outstanding
shares of Common Stock, and the Reporting Persons beneficially own, in the aggregate, 1,628,203 shares of Common Stock, or approximately 7.9% of the outstanding shares of Common Stock. Mr. Jacobs does not have beneficial ownership of any shares
of Common Stock.
(c) No Reporting Person has effected any transaction in shares of the Common Stock since the date of the
filing of Amendment No. 6 to the Schedule 13D.
