Filing Details

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(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. 8)¹

Harte Hanks, Inc.

(Name of Issuer)

Common Stock, par value $1.00 per share

(Title of Class of Securities)

416196202

(CUSIP Number)

 

Greg Lempel

2727 Kirby Drive, Unit 29L

Houston, Texas 77098

713-482-2196

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

August 15, 2022

(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).

	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				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							160,000
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							- 0 -
PERSON WITH				9		SOLE DISPOSITIVE POWER
							160,000
				10		SHARED DISPOSITIVE POWER
							- 0 -
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				160,000
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				2.3%
	14		TYPE OF REPORTING PERSON
				PN

  

	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				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							160,000
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							- 0 -
PERSON WITH				9		SOLE DISPOSITIVE POWER
							160,000
				10		SHARED DISPOSITIVE POWER
							- 0 -
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				160,000
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				2.3%
	14		TYPE OF REPORTING PERSON
				PN

  

 

	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				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							160,000
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							- 0 -
PERSON WITH				9		SOLE DISPOSITIVE POWER
							160,000
				10		SHARED DISPOSITIVE POWER
							- 0 -
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				160,000
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				2.3%
	14		TYPE OF REPORTING PERSON
				CO

  

 

	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				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							160,000
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							- 0 -
PERSON WITH				9		SOLE DISPOSITIVE POWER
							160,000
				10		SHARED DISPOSITIVE POWER
							- 0 -
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				160,000
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				2.3%
	14		TYPE OF REPORTING PERSON
				PN

  

 

	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				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							160,000
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							- 0 -
PERSON WITH				9		SOLE DISPOSITIVE POWER
							160,000
				10		SHARED DISPOSITIVE POWER
							- 0 -
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				160,000
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				2.3%
	14		TYPE OF REPORTING PERSON
				CO

  

 

	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
	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				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							- 0 -
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							- 0 -
PERSON WITH				9		SOLE DISPOSITIVE POWER
							- 0 -
				10		SHARED DISPOSITIVE POWER
							- 0 -
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				- 0 -
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				0%
	14		TYPE OF REPORTING PERSON
				CO

  

 

	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, OO, PF
	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				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							193,678
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							- 0 -
PERSON WITH				9		SOLE DISPOSITIVE POWER
							193,678
				10		SHARED DISPOSITIVE POWER
							- 0 -
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				193,678
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				2.8%
	14		TYPE OF REPORTING PERSON
				IN

  

 

The following constitutes Amendment No. 8 to the Schedule 13D filed by the undersigned (“Amendment No. 8”). This Amendment No. 8 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 to read as follows:

The Shares purchased by BLR Partners were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 160,000 Shares beneficially owned directly by BLR Partners is approximately $1,248,832, including brokerage commissions.

Of the 33,678 Shares directly beneficially owned by Mr. Radoff, (i) 20,000 Shares were purchased with personal funds and have an aggregate purchase price of $73,253, including brokerage commissions, and (ii) 13,678 Shares were awarded to him in his capacity as a director of the Issuer.

Item 4.

Purpose of Transaction.

Item 4 is hereby amended to add the following:

 

The transactions reported herein were undertaken for the purposes of effectuating a portfolio rebalancing in light of the significant appreciation in the Issuer’s stock price since the Reporting Persons’ initial investment was made in the Issuer and is not an indication of the Reporting Persons’ view on the future prospects of the Issuer.

 

Item 5.

Interest in Securities of the Issuer.

Items 5(a) – (c) and (e) are hereby amended and restated to read as follows:

The aggregate percentage of Shares reported owned by each person named herein is based upon 7,032,528 Shares outstanding as of July 15, 2022, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 12, 2022.

A.

BLR Partners

(a)

As of the close of business on August 17, 2022, BLR Partners beneficially owned 160,000 Shares.

Percentage: Approximately 2.3%

(b)

1. Sole power to vote or direct vote: 160,000 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 160,000 4. Shared power to dispose or direct the disposition: 0

 

B.

BLRPart GP

(a)

BLRPart GP, as the general partner of BLR Partners, may be deemed the beneficial owner of the 160,000 Shares beneficially owned by BLR Partners.

Percentage: Approximately 2.3%

(b)

1. Sole power to vote or direct vote: 160,000 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 160,000 4. Shared power to dispose or direct the disposition: 0

 

C.

BLRGP

(a)

BLRGP, as the general partner of BLRPart, may be deemed the beneficial owner of the 160,000 Shares beneficially owned by BLR Partners.

Percentage: Approximately 2.3%

(b)

1. Sole power to vote or direct vote: 160,000 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 160,000 4. Shared power to dispose or direct the disposition: 0

D.

Fondren Management

 

(a)

Fondren Management, as the investment manager of BLR Partners, may be deemed the beneficial owner of the 160,000 Shares beneficially owned by BLR Partners.

Percentage: Approximately 2.3%

(b)

1. Sole power to vote or direct vote: 160,000 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 160,000 4. Shared power to dispose or direct the disposition: 0

 

E.

FMLP

(a)

FMLP, as the general partner of Fondren Management, may be deemed the beneficial owner of the 160,000 Shares beneficially owned by BLR Partners.

Percentage: Approximately 2.3%

(b)

1. Sole power to vote or direct vote: 160,000 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 160,000 4. Shared power to dispose or direct the disposition: 0

 

F.

Radoff Family Foundation

(a)

As of the close of business on August 17, 2022, the Radoff Family Foundation did not beneficially own any Shares.

Percentage: 0%

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 0

 

G.

Mr. Radoff

(a)

As of the close of business on August 17, 2022, Mr. Radoff directly beneficially owned 33,678 Shares. In addition, Mr. Radoff, as the sole shareholder and sole director of each of BLRGP and FMLP, may be deemed the beneficial owner of the 160,000 Shares beneficially owned by BLR Partners.

Percentage: Approximately 2.8%

(b)

1. Sole power to vote or direct vote: 193,678 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 193,678 4. Shared power to dispose or direct the disposition: 0

 

The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.

(c)       The transactions in the securities of the Issuer by the Reporting Persons during the past sixty days are set forth in Schedule B annexed hereto and are incorporated herein by reference. All of such transactions were effected in the open market unless otherwise noted therein.

(e)       On August 16, 2022, the Reporting Persons ceased to beneficially own more than 5% of the outstanding Shares of the Issuer.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended to add the following:

On August 17, 2021, Mr. Radoff was granted 13,678 Restricted Stock Units (“RSUs”) under the Issuer’s 2020 Equity Incentive Plan (the “2020 Plan”) in connection with his service as a director of the Issuer. Each RSU represents a contingent right to receive one Share upon vesting, and each RSU vested on August 17, 2022.

On March 16, 2022, Mr. Radoff was granted 12,605 RSUs under the 2020 plan in connection with his service as a director of the Issuer. Each RSU represents a contingent right to receive one Share upon vesting, and each RSU vests on the one year anniversary of the date of grant.

SIGNATURES

 

After reasonable inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: August 17, 2022

	BLR Partners LP
	By:	BLRPart, LP 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

 

SCHEDULE B

Transactions in the Securities of the Issuer During the Past 60 Days

Nature of the Transaction

Amount of Securities Purchased/(Sold)

Price ($)

Date of Purchase/Sale

 

BLR PARTNERS LP

 

Sale of Common Stock	(333,502)	15.16731	08/16/2022
Sale of Common Stock	(20,000)	16.30842	08/17/2022

 

 

RADOFF FAMILY FOUNDATION

 

Sale of Common Stock

(50,000)

15.16731

08/16/2022

 

 

BRADLEY L. RADOFF

 

Sale of Common Stock	(77,651)	15.11893	08/15/2022
Sale of Common Stock	(2,847)	15.16731	08/16/2022

 

 

________________________________

¹ The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $15.01 to $15.755 per share. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

² The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $15.90 to $16.82 per share. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

³ The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $14.96 to $15.545 per share. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.